Common use of Compensation of the General Partner Clause in Contracts

Compensation of the General Partner. A. Except as provided in Articles Four and Five, the General Partner shall not, either in its capacity as General Partner or in its individual capacity, receive any salary, fees, or profits from the Partnership. B. In consideration of its payment of Organization and Offering Costs, the General Partner shall be paid in cash by the Partnership an amount equal to: (i) 3.5% of individual Unit Holders' Subscriptions for 2,500 Units or less, (ii) 2.625% of individual Unit Holders' Subscriptions for more than 2,500 Units but less than or equal to 5,000 Units, (iii) 1.75% of individual Unit Holders' Subscriptions for more than 5,000 Units but less than or equal to 7,500 Units, (iv) 1.0% of individual Unit Holders' Subscriptions for more than 7,500 Units but less than or equal to 10,000 Units, (v) .25% of individual Unit Holders' Subscriptions for more than 10,000 Units but less than 100,000 Units, and (vi) no Organization and Offering Costs shall be paid for individual Unit Holders' Subscriptions of 100,000 Units or more. In consideration of its services rendered in connection with the Partnerships' acquisition of Net Profits Interests and Royalties and the conduct of its business operations, the General Partner shall be paid the Acquisitions Fee in an amount equal to 3.5% of the Unit Holders' Subscriptions. Notwithstanding the foregoing, the General Partner shall not be entitled to any payment in respect of Organization and Offering Costs or the Acquisitions Fee in the event that Unit Holders' Subscriptions are to be returned in accordance with Section 3.3B as a result of a failure to satisfy conditions specified in the Prospectus. C. Except as otherwise provided in this Section 4.7C, the General Partner shall be reimbursed by the Partnership for General and Administrative Costs and Direct Administrative Costs incurred by it on behalf of the Partnership, and such costs shall be allocated among the Partners and Unit Holders as set forth in Section 5.1 of this Agreement. The aggregate amount of General and Administrative Costs allocable to the accounts of the Unit Holders for which the General Partner will be reimbursed will not, (i) in the first 12 months following Activation of the Partnership, exceed an amount equal to 2.5% of the Unit Holders' Subscriptions, and (ii) in any succeeding 12-month period, exceed an amount equal to 1% of the Unit Holders' Subscriptions; provided, however, that notwithstanding the foregoing, the amount of such General and Administrative Costs allocated to the Unit Holders during each of the third and subsequent 12-month periods of Partnership operations shall not exceed an amount equal to 15% of Revenues allocable to their accounts. General and Administrative Costs shall be allocated to the Partnership in accordance with the method described in the Prospectus or, after Notification to the Unit Holders, such other method on the basis of assets, Revenues, time records, or other methods conforming with generally accepted accounting principles. No portion of the salaries, benefits, compensation, or remuneration of Controlling Persons shall be reimbursed to the General Partner as General and Administrative Costs. For purposes of this Section 4.7C, "Controlling Persons" shall include directors, executive officers, and those Persons holding 5% or more interest in the General Partner or a Person having the power to direct or cause the direction of the General Partner, whether through the ownership of voting securities, by contract, or otherwise. All General and Administrative Costs allocable to the accounts of the Unit Holders will be paid solely out of Revenues allocable to the Unit Holders. To the extent that the General Partner determines that Revenues are insufficient to permit reimbursement in full of such General and Administrative Costs in the period in which they are incurred or accrued (or the General Partner elects to receive less than the full amount payable in order that funds may be available for distribution to Unit Holders or any other reason) or the amounts actually reimbursed by the Partnership do not exceed the foregoing limitations, such unpaid or unused General or Administrative Costs may be carried forward and increase the maximum amount of reimbursable General and Administrative Costs for any other period.

Compensation of the General Partner. A. Except as provided in Articles Four and Five, the General Partner shall not, either in its capacity as General Partner or in its individual capacity, receive any salary, fees, fees or profits from the Partnership. B. In consideration of its payment of Organization and Offering Costs, the General Partner shall be paid in cash by the Partnership an amount equal to: (i) 3.5% of individual Unit Holders' Subscriptions for 2,500 Units or less, (ii) 2.625% of individual Unit Holders' Subscriptions for more than 2,500 Units but less than or equal to 5,000 Units, (iii) 1.75% of individual Unit Holders' Subscriptions for more than 5,000 Units but less than or equal to 7,500 Units, (iv) 1.0% of individual Unit Holders' Subscriptions for more than 7,500 Units but less than or equal to 10,000 Units, (v) .25% of individual Unit Holders' Subscriptions for more than 10,000 Units but less than 100,000 Units, and (vi) no Organization and Offering Costs shall be paid for individual Unit Holders' Subscriptions of 100,000 Units or more. In consideration of its services rendered in connection with the Partnerships' Partnership's acquisition of Net Profits Interests and Royalties Producing Properties and the conduct of its business operations, the General Partner shall be paid the Acquisitions and Operations Fee in an amount equal to 3.5% of the Unit Holders' Subscriptions. Notwithstanding the foregoing, the General Partner shall not be entitled to any payment in respect of Organization and Offering Costs or nor the Acquisitions Fee and Operations Fees in the event that the Unit Holders' Subscriptions are to be returned in accordance with Section 3.3B 3. 4B as a result of a failure to satisfy conditions specified in the Prospectus. C. Except as otherwise provided in this Section 4.7C, the The General Partner shall be reimbursed by the Partnership for General and Administrative Costs and Direct Administrative Costs incurred by it on behalf of the Partnership, and such costs shall be allocated among the Partners and Unit Holders as set forth in Section 5.1 of this Agreement. The aggregate amount of General and Administrative Costs allocable to the accounts of the Unit Holders for which the General Partner will be reimbursed will not, (i) in the first 12 months following Activation of the Partnership, exceed an amount equal to 2.5% of the Unit Holders' Subscriptions, and (ii) in any succeeding 12-month period, exceed an amount equal to 1% of the Unit Holders' Subscriptions; provided, however, that notwithstanding the foregoing, the amount of such General and Administrative Costs allocated to the Unit Holders during each of the third and subsequent 12-month periods of Partnership operations shall not exceed an amount equal to 15% of Revenues allocable to their accounts. General and Administrative Costs shall be allocated to the Partnership in accordance with the method described in the Prospectus or, after Notification to the Unit Holders, such other method on the basis of assets, Revenues, time records, or other methods conforming with generally accepted accounting principles. No portion of the salaries, benefits, compensation, or remuneration of Controlling Persons shall be reimbursed to the General Partner as General and Administrative Costs. For purposes of this Section 4.7C, "Controlling Persons" shall include directors, executive officers, and those Persons holding 5% or more interest in the General Partner or a Person having the power to direct or cause the direction of the General Partner, whether through the ownership of voting securities, by contract, or otherwise. All General and Administrative Costs allocable to the accounts of the Unit Holders will be paid solely out of Revenues allocable to the Unit Holders. To the extent that the General Partner determines that Revenues are insufficient to permit reimbursement in full of such General and Administrative Costs in the period in which they are incurred or accrued (or the General Partner elects to receive less than the full amount payable in order that funds may be available for distribution to Unit Holders or any other reason) or the amounts actually reimbursed by the Partnership do not exceed the foregoing limitations, such unpaid or unused General or Administrative Costs may be carried forward or backwards and increase the maximum amount of reimbursable General and Administrative Costs for any other period.

Compensation of the General Partner. A. Except as provided in Articles Four and Five, the General Partner shall not, either in its capacity as General Partner or in its individual capacity, receive any salary, fees, fees or profits from the Partnership. B. In consideration of its payment of Organization and Offering Costs, the General Partner shall be paid in cash by the Partnership an amount equal toto the aggregate of: (i) 3.5% of individual Unit Holders' Subscriptions for 2,500 Units or lessless than 10,000 Units, (ii) 2.6252.5% of individual Unit Holders' Subscriptions for 10,000 Units or more than 2,500 Units but less than or equal to 5,000 20,000 Units, (iii) 1.751.5% of individual Unit Holders' Subscriptions for 20,000 Units or more than 5,000 Units but less than or equal to 7,500 30,000 Units, and (iv) 1.0% of individual Unit Holders' Subscriptions for more than 7,500 Units but less than or equal to 10,000 Units, (v) .25% of individual Unit Holders' Subscriptions for more than 10,000 Units but less than 100,000 Units, and (vi) no Organization and Offering Costs shall be paid for individual Unit Holders' Subscriptions of 100,000 30,000 Units or more. In , and in consideration of its services rendered in connection with the Partnerships' Partnership's acquisition of Net Profits Interests and Royalties Producing Properties and the conduct of its business operations, the General Partner shall be paid the Acquisitions and Operations Fee in an amount equal to 3.5% of the Unit Holders' Subscriptions. Notwithstanding the foregoing, the General Partner shall not be entitled to any payment in respect of Organization and Offering Costs or the Acquisitions Fee in the event that Unit Holders' Subscriptions are to be returned in accordance with Section 3.3B as a result of a failure to satisfy conditions specified in the Prospectus. C. Except as otherwise provided in this Section 4.7C, the The General Partner shall be reimbursed by the Partnership for General and Administrative Costs and Direct Administrative Costs incurred by it on behalf of the Partnership, and such costs shall be allocated among the Partners and Unit Holders as set forth in Section 5.1 of this Agreement. The aggregate amount of General and Administrative Costs allocable to the accounts of the Unit Holders for which the General Partner will be reimbursed will not, (i) in the first 12 months following Activation of the Partnership, exceed an amount equal to 2.5% of the Unit Holders' Subscriptions, and (ii) in any succeeding 12-month period, exceed an amount equal to 1% of the Unit Holders' Subscriptions; provided, however, that notwithstanding the foregoing, the amount of such General and Administrative Costs allocated to the Unit Holders during each of the third and subsequent 12-month periods of Partnership operations shall not exceed an amount equal to 15% of Revenues allocable to their accounts. General and Administrative Costs shall be allocated to the Partnership in accordance with the method described in the Prospectus or, after Notification to the Unit Holders, such other method on the basis of assets, Revenues, time records, or other methods conforming with generally accepted accounting principles. No portion of the salaries, benefits, compensation, or remuneration of Controlling Persons shall be reimbursed to the General Partner as General and Administrative Costs. For purposes of this Section 4.7C, "Controlling Persons" shall include directors, executive officers, and those Persons holding 5% or more interest in the General Partner or a Person having the power to direct or cause the direction of the General Partner, whether through the ownership of voting securities, by contract, or otherwise. All General and Administrative Costs allocable to the accounts of the Unit Holders will be paid solely out of Revenues allocable to the Unit Holders. To the extent that the General Partner determines that Revenues are insufficient to permit reimbursement in full of such General and Administrative Costs in the period in which they are incurred or accrued (or the General Partner elects to receive less than the full amount payable in order that funds may be available for distribution to Unit Holders or any other reason) or the amounts actually reimbursed by the Partnership do not exceed the foregoing limitations, such unpaid or unused General or Administrative Costs may be carried forward or backwards and increase the maximum amount of reimbursable General and Administrative Costs for any other period.