Management Fee; Payment of Certain Costs and Expenses. (a) The Partnership shall pay the Investment Manager a monthly management fee (the "Management Fee") of 0.1666% (2.00% annualized) of the balance of each Capital Account before deduction of any accrued Management Fees or the Incentive Allocation (and adjusted for any withdrawals or distributions made during the relevant period), calculated as of and paid promptly following, the end of each month. (b) The Capital Accounts of the General Partner and Feeder Fund I shall not be subject to the Management Fee. The General Partner, in its sole discretion, may elect to reduce, waive or calculate differently the Management Fee with respect to any Capital Account including, without limitation, Capital Accounts established for Affiliates or employees of the General Partner or the Investment Manager, members of the immediate families of such persons, and trusts or other entities for their benefit, without the approval of any other Limited Partners. (c) In consideration for the Management Fee, the Investment Manager shall provide the Partnership with office space, utilities and secretarial, clerical and other personnel. The Investment Manager shall bear the costs of providing such goods and services (except to the extent borne by the Partnership in accordance with Section 4.07(d)), and all of its own overhead costs and expenses, except to the extent such goods, services, costs and expenses are provided for through soft dollars generated by the Partnership as permitted hereunder. (d) The Partnership shall bear its own ordinary and extraordinary operating expenses, including, but not limited to, legal, bookkeeping, accounting, auditing, recordkeeping, administration, computer, software and clerical expenses (including expenses incurred in preparing reports for Limited Partners and regulatory authorities and expenses for specialized administrative services), printing and duplication expenses, data and information services and systems, client services, mailing expenses, investment-related expenses (including, without limitation, investment-related travel expenses and expenses related to the conduct of an activist campaign, proxy contests and tender offers), the Management Fee, the expenses of the organization of the Partnership and the offering of Interests and filing fees, directors' and officers' insurance and such other related expenses and extraordinary expenses (including indemnification), as incurred, and all transaction expenses. Such expenses, other than the Management Fee, shall be charged to the Capital Accounts of all the Partners on a pro rata basis. To the extent that expenses to be borne by the Partnership are paid by the General Partner (in excess of its pro rata share) or the Investment Manager, the Partnership shall reimburse such party for such expenses. (e) If any of the expenses listed in Section 4.07(d) are incurred jointly for the account of the Partnership and any Other Accounts, such expenses shall be allocated among the Partnership and such Other Accounts in proportion to the size of the investment made by each to which such expense relates, or in such other manner as the General Partner considers fair and equitable.
Appears in 1 contract
Management Fee; Payment of Certain Costs and Expenses. (a) The Partnership shall pay to the Investment Manager Manager, a monthly management fee fee, payable in arrears (the "Management Fee"), equal to 1/12 of 1.25% of each Limited Partner's Capital Account (as defined in Section 3.03) of 0.1666% (2.00% annualized) as of the balance of each Capital Account before deduction of any accrued Management Fees or the Incentive Allocation (and adjusted for any withdrawals or distributions made during the relevant period), calculated as of and paid promptly following, the end last Business Day of each month.
(b) . The Capital Accounts Account of the General Partner and Feeder Fund I shall not be subject to the debited for Management FeeFees. The General PartnerPartner may, in its sole and absolute discretion, may elect to reduce, waive or calculate differently the Management Fee with respect to any Capital Account Limited Partner, including, without limitation, Capital Accounts established for Affiliates or employees of the General Partner or the Investment ManagerLimited Partners that are Affiliates, members of the immediate families of such persons, and trusts or other entities for their benefit. A "Business Day" shall be any day in which banks are open for normal banking business in New York, without the approval of any other Limited Partners.
(c) In consideration for the Management Fee, the Investment Manager shall provide the Partnership with office space, utilities and secretarial, clerical and other personnelNY. The Investment Manager shall bear the costs of providing such goods and services (except to the extent borne by the Partnership in accordance with Section 4.07(d)), and all of its own overhead costs and expenses, except to the extent such goods, services, costs and expenses are provided for through soft dollars generated by the Partnership as permitted hereunder.
(d) The Partnership shall bear its own ordinary organizational and extraordinary operating expenses, costs and expenses and other expenses including, but not limited to, legal, bookkeeping, accounting, auditing, recordkeeping, administration, computer, software and clerical expenses (i) all transactions carried out by it or on its behalf (including costs and expenses incurred by the Investment Manager in preparing reports for Limited Partners sourcing and regulatory authorities and expenses for specialized administrative servicesresearching investment opportunities), printing and duplication expenses(ii) the administration of the Partnership and the Master Fund, data and information services and systems, client services, mailing expenses, investment-related expenses (including, without limitation, investment-related travel (a) the charges and expenses of legal advisers and auditors, including in relation to due diligence on potential investments, (b) brokers' commissions (if any), borrowing charges on securities sold short and any issue or transfer taxes chargeable in connection with any securities transactions, (c) fees payable in respect of market price services, dealing systems and data feeds utilized by the Investment Advisor, (d) all taxes and corporate fees payable to governments or agencies, (e) fees and expenses in connection with the directors of the General Partner, (f) interest on borrowings, (g) such expenses incurred by the Investment Advisor or some other intermediaries in accepting subscriptions for the Limited Partnership interests as may be approved by the General Partner, (h) communication expenses with respect to investor services and all expenses of meetings of Limited Partners or shareholders and of preparing, printing and distributing financial and other reports, proxy forms, prospectuses and similar documents, (i) the cost of insurance (if any) for the benefit of the General Partner and the Investment Advisor and any of their Directors or Managers, (j) litigation and indemnification expenses and extraordinary expenses related not incurred in the ordinary course of business, (k) fees to the conduct of an activist campaignFund Accountant, proxy contests and tender offers), the Management Fee, the (l) all other organizational and operating expenses. The total costs and expenses of establishing the organization Partnership were borne by the Investment Advisor. Further proceeds of the Partnership and the initial offering of Interests and filing feessubsequent offering(s) of Interests of the Partnership, directors' may, at the sole and officers' insurance and such other related expenses and extraordinary expenses (including indemnification)absolute discretion of the General Partner, as incurred, and all transaction expenses. Such expenses, other than the Management Fee, shall be charged recompensed to the Capital Accounts of all the Partners on a pro rata basis. To the extent that expenses to be borne Investment Advisor and amortised by the Partnership are paid by over a period of up to five years from the General Partner (in excess of its pro rata share) or the Investment Manager, date on which the Partnership shall reimburse such party for such expensescommenced business.
(e) If any of the expenses listed in Section 4.07(d) are incurred jointly for the account of the Partnership and any Other Accounts, such expenses shall be allocated among the Partnership and such Other Accounts in proportion to the size of the investment made by each to which such expense relates, or in such other manner as the General Partner considers fair and equitable.
Appears in 1 contract
Samples: Limited Partnership Agreement
Management Fee; Payment of Certain Costs and Expenses. (a) The Partnership shall pay Subject to the Investment Manager other provisions of this Sec. 2.07, on the first day of each fiscal quarter, a monthly fee for management fee services (the "Management Fee") of 0.1666equal to 0.5% (2.002% annualizedon an annualized basis) of the balance of o f each Non Managing Member’s Capital Account before deduction balance on the first day of such quarter shall be debited to each such Non-Managing Member's Capital Account and be paid to the Managing Member. A pro rata portion o f the quarterly 0.5% fee shall be debited to the Capitai Account of any accrued Management Fees or the Incentive Allocation (and adjusted for any withdrawals or distributions made during the relevant period), calculated as of and paid promptly following, Non Managing Member who is permitted to make a withdrawal prior to the end of each month.
(b) The Capital Accounts a quarter or who is admitted to the Company after the first day o f a quarter, based on the actual number of days that such Non-Managing Member was a Non-Managing Member in the Company for such fiscal quarter, in the discretion of the General Partner and Feeder Fund I shall not be subject to the Management Fee. The General PartnerManaging Member, in its sole discretion, may elect to reduce, waive or calculate differently the Management Fee may be calculated differently with respect to any Capital Account includingto, without limitationor may not be charged to, Capital Accounts established for Affiliates or employees of certain Non-Managing Members including the General Partner or Non-Managing Members affiliated with the Investment Manager, Managing Member and their principals and members of the immediate families of o f such persons, and persons or trusts or other entities for their benefit, without the approval of any other Limited Partners.
(c) In consideration for the Management Fee, the Investment Manager shall provide the Partnership with office space, utilities and secretarial, clerical and other personnel. The Investment Manager Managing Member shall bear the costs ail of providing such goods its own normal and recurring operating expenses, including all necessary office space and utilities, telephone, news, quotation and computer equipment and administrative and bookkeeping services (except to the extent that all or a portion of its costs in respect o f research-related services cr products are borne by or provided through "soft dollars"). The Company will bear directly its own expenses including the Partnership in accordance with Section 4.07(d)Management Fee, investment expenses (e.g., expenses which the Managing Member reasonably determines to be related to the investment of the Company's assets, such as brokerage commissions, interest expense and consultant expenses relating to. short sales, clearing and settlement charges, custodial fees and bank service fees), and all of its own overhead costs and legal expenses, except to the extent such goods, services, costs and expenses are provided for through soft dollars generated by the Partnership as permitted hereunder.
(d) The Partnership shall bear its own ordinary and extraordinary operating expenses, including, but not limited to, legal, bookkeeping, accounting, auditing, recordkeeping, administration, computer, software and clerical expenses (including expenses incurred in preparing reports for Limited Partners and regulatory authorities and expenses for specialized administrative services), printing and duplication expenses, data and information services and systems, client services, mailing expenses, investment-related expenses professional fees (including, without limitation, investment-related travel expenses o f consultants and experts) accounting expenses, auditing and tax preparation expenses, organizational expenses, expenses incurred in connection with the offering and sale of the membership interests and other similar expenses related to the conduct of an activist campaign, proxy contests and tender offers), the Management Fee, the expenses of the organization of the Partnership and the offering of Interests and filing fees, directors' and officers' insurance and such other related expenses Company and extraordinary expenses (including indemnification), as incurred, and all transaction expenses. Such expenses, other than the Management Fee, shall be charged to the Capital Accounts of all the Partners on a pro rata basis. To the extent that expenses to be borne by the Partnership are paid by the General Partner (in excess of its pro rata share) or the Investment Manager, the Partnership shall reimburse such party for such expenses.
(e) If any of the expenses listed in Section 4.07(d) above expense are incurred jointly for the account of the Partnership Company and any Other Accountsother trading accounts managed by the Managing Member or its Affiliates, such expenses shall will be allocated among the Partnership Company and such Other Accounts other accounts in proportion to the size of o f the investment made by each in the activity or entity to which such the expense relates, or in such other manner as the General Partner Managing Member considers fair and equitablereasonable.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Management Fee; Payment of Certain Costs and Expenses. (a) The Partnership shall pay the Investment Manager shall be entitled to receive a monthly fee for investment management fee services in the amount set forth in the Management Agreement (the "“Management Fee") of 0.1666% (2.00% annualized) of the balance of each Capital Account before deduction of any accrued Management Fees or the Incentive Allocation (and adjusted for any withdrawals or distributions made during the relevant period”), calculated as of and paid promptly following, the end of each month.
(b) The Capital Accounts of the General Partner and Feeder Fund I shall not be subject to the Management Fee. The General PartnerInvestment Manager may, in its sole discretion, may elect to reduce, waive or calculate differently the Management Fee with respect charged to any Capital Account certain Members, including, without limitation, Capital Accounts established for Affiliates Members that are Related Investors, so long as such reduction, waiver or employees calculation does not result in a preferential dividend under Section 562(c) of the General Partner or Code.
(b) Except as provided herein, the Investment ManagerManager shall be responsible for the expenses of their respective operations, members of the immediate families of such personsincluding rent, salaries, furniture and fixtures, and trusts or other entities for their benefit, without the approval of any other Limited Partnersoffice equipment.
(c) In consideration The Company shall bear all direct costs, fees and expenses incurred in connection with its management and operations, including but not limited to: investment expenses (including any expenses that the Investment Manager reasonably determines to be related to investments, including expenses related to due diligence, sourcing, purchasing, structuring, originating, disposing, monitoring, financing or hedging of the Company’s or each Subsidiary’s assets, such as brokerage commissions, expenses relating to clearing and settlement charges, custodial fees, bank service fees and interest expense, whether or not the investment was consummated); expenses related to owning and operating real assets; servicing fees and expenses including such expenses incurred or such fees paid to the Investment Manager or its Affiliates in its capacity as servicer if the Company believes the Investment Manager or its Affiliates can provide such services more effectively and at a costs that is comparable to prevailing market rates for such services; expenses incurred in connection with collection of monies owed to the Company or any Subsidiary; expenses relating to compliance with REIT qualification requirements; costs for forming and maintaining any Subsidiaries; expenses arising out or related to the foreclosure on collateral securing one or more investments of the Company, and, thereafter, expenses associated with holding, valuing, disposing of, trading, financing, negotiating, and structuring such foreclosed collateral (including the costs of structuring, establishing, maintaining and liquidating any vehicles established to hold or facilitate the holding of such foreclosed collateral); legal expenses; professional fees (including, without limitation, expenses of consultants and experts or special servicing fees payable to a third party servicer or to the Investment Manager or its Affiliates) relating to investments; accounting expenses; auditing and tax preparation and other tax related expenses; research-related expenses to the extent that such services fall within the safe harbor of Section 28(e) of the Exchange Act (including, without limitation, news and quotation services, market data services, and fees to third-party providers of research and/or portfolio risk management services); travel-related expenses (including costs related to transportation, lodging and accommodations, meals and entertainment); interest expense, initial and variation margin, appraisal fees and expenses; broken deal expenses and other transactional charges; fees or costs, all other out-of-pocket expenses incurred in connection with the preparation and distribution of reports to the Members and the operation and administration of the Company’s costs and expenses incurred in connection with the organization and offering and sale of Units (including, without limitation, all legal expenses, printing and mailing costs, insurance costs, filing and registration fees); the Management Fee; the Incentive Fee; the costs and expenses of third-party risk management products and services (including, without limitation, the costs of risk management software or database packages); any insurance, indemnity or litigation expense (including premiums for policies taken out to cover members of the Board and officers of the Investment Manager, regardless of whether or not those policies cover liability that is not indemnifiable pursuant to the terms of this Agreement); fees of the Administrator; expenses associated with the Company’s or any Subsidiary’s administrative and reporting costs, financial statements and tax returns, including the meeting expenses of the Board or the Members; expenses related to regulatory compliance; expenses related to the procurement, maintenance, enhancement and use of software programs and systems; expenses of certain in-house services performed by the Investment Manager shall in respect of the Company if the Investment Manager believes it can provide such services more effectively and at a cost that is comparable to prevailing market rates for such services; compensation payable to the Partnership with office spaceCompany’s chief financial officer, utilities and secretarial, clerical chief accounting officer and other personnel. The staff of the Company (which such compensation shall be allocated among the Company and other applicable clients of the Investment Manager shall bear on a basis that the costs of providing such goods Investment Manager believes in good faith to be fair and services reasonable); expenses incurred in connection with complying with provisions in Other Agreements, including “most favored nations” provisions; any extraordinary expenses (except including, to the extent borne permitted by law, if applicable, indemnification or litigation expenses and any judgments or settlements paid in connection therewith or other costs or expenses arising therefrom); any taxes, fees or other governmental charges levied against the Partnership in accordance with Section 4.07(d)), Company; wind-up and all of its own overhead costs liquidation expenses (and expenses, except expenses comparable to the extent such goodsforegoing); and other similar expenses related to the Company (collectively, services, costs and expenses are provided for through soft dollars generated by the Partnership as permitted hereunder“Company Expenses”).
(d) The Partnership Investment Manager shall bear be reimbursed by the Company for Organizational Expenses. Pursuant to an Expense Limitation Agreement, the Investment Manager may determine to limit Organizational Expenses and Company Expenses in the aggregate that are borne by the Company to the extent necessary to prevent Organizational Expenses and Company Expenses, on an annualized basis, from exceeding a percentage determined by the Investment Manager in its own ordinary discretion. This limit shall be maintained until the third anniversary of the Initial Closing Date. Pursuant to such limit, any fees waived and expenses borne by the Investment Manager may be reimbursed by the Company during the three year period that such limit is in place, provided that no reimbursement payment will be made that would cause the Company’s expenses to exceed the same limit. Notwithstanding the foregoing, extraordinary operating expenses, expenses (including, but not limited to, legallitigation expenses, bookkeepingindemnification expenses, accounting, auditing, recordkeeping, administration, computer, software lender liability expenses and clerical other expenses (including expenses not incurred in preparing reports for Limited Partners and regulatory authorities and expenses for specialized administrative services), printing and duplication expenses, data and information services and systems, client services, mailing expenses, investment-related expenses (including, without limitation, investment-related travel expenses and expenses related to the conduct ordinary course of an activist campaign, proxy contests and tender offersthe Company’s business), the Management Fee, the Incentive Fee, interest expenses, financing costs and expenses, reserves for and costs associated with determining current expected credit losses, loan servicing fees and expenses, and other fees and expenses incurred in connection with the acquisition, disposition, ownership and operation of the organization Portfolio Investments shall not be included as Company Expenses for purposes of calculating the foregoing expense limit.
(e) Generally, Company Expenses (other than any expenses that the Company determines in its sole discretion should be reflected in the Net Asset Value of the Partnership and the offering of Interests and filing fees, directors' and officers' insurance and such other related expenses and extraordinary expenses (including indemnificationUnits held by a particular Member or Member), as incurred, and all transaction expenses. Such expenses, other than the Management Fee, shall be charged to reflected in the Capital Accounts Net Asset Value of Units of all the Partners Members on a pro rata basis. To the extent that expenses to be Company Expenses are borne by the Partnership are paid by the General Partner (in excess of Investment Manager or its pro rata share) or the Investment ManagerAffiliates, the Partnership Company shall reimburse such party for such expenses.
(ef) If any of the expenses listed in Section 4.07(d4.08(c) are incurred jointly for the account of the Partnership Company and any Other Accounts, such expenses shall be allocated among the Partnership Company and such Other Accounts in proportion to the size of the investment made by each to which such expense relates, or in such other manner as the General Partner Investment Manager considers fair and equitable.
(g) Any transaction or similar fees (such as acquisition, disposition, financing or other similar fees, but not including servicing fees) from third parties (“Transaction Fees”) shall be paid to the Company (and thereby reflected in the Net Asset Value of Units held by all of the Members on a pro rata basis), subject to compliance with the REIT qualification requirements. The Company may retain the Investment Manager and/or one or more Affiliates of the Investment Manager to perform and receive fees for asset management, leasing, construction management, loan servicing, special servicing or other similar services, which fees will not cause a reduction in the Management Fee or otherwise be deemed to constitute Transaction Fees, if the Company believes that the Investment Manager or its Affiliates can provide such services more effectively and at a cost that is comparable to prevailing market rates for such services.
(h) For the avoidance of doubt, each Member shall be solely responsible for its own legal and tax counsel and any out-of-pocket expenses incurred in connection with its investment in the Company.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (AB Commercial Real Estate Private Debt Fund, LLC)
Management Fee; Payment of Certain Costs and Expenses. (a) The Partnership shall pay the Investment Manager shall be entitled to receive a monthly fee for investment management fee services in the amount set forth in the Management Agreement (the "“Management Fee") of 0.1666% (2.00% annualized) of the balance of each Capital Account before deduction of any accrued Management Fees or the Incentive Allocation (and adjusted for any withdrawals or distributions made during the relevant period”), calculated as of and paid promptly following, the end of each month.
(b) The Capital Accounts of the General Partner and Feeder Fund I shall not be subject to the Management Fee. The General PartnerInvestment Manager may, in its sole discretion, may elect to reduce, waive or calculate differently the Management Fee with respect charged to any Capital Account certain Members, including, without limitation, Capital Accounts established for Affiliates Members that are Related Investors, so long as such reduction, waiver or employees calculation does not result in a preferential dividend under Section 562(c) of the General Partner or Code.
(b) Except as provided herein, the Investment ManagerManager shall be responsible for the expenses of their respective operations, members of the immediate families of such personsincluding rent, salaries, furniture and fixtures, and trusts or other entities for their benefit, without the approval of any other Limited Partnersoffice equipment.
(c) In consideration for the Management Fee, the Investment Manager shall provide the Partnership with office space, utilities and secretarial, clerical and other personnel. The Investment Manager Company shall bear the costs of providing such goods and services (except to the extent borne by the Partnership in accordance with Section 4.07(d))all direct costs, and all of its own overhead costs and expenses, except to the extent such goods, services, costs fees and expenses are provided for through soft dollars generated by the Partnership as permitted hereunder.
(d) The Partnership shall bear incurred in connection with its own ordinary management and extraordinary operating expensesoperations, including, including but not limited to, legal, bookkeeping, accounting, auditing, recordkeeping, administration, computer, software and clerical : investment expenses (including any expenses that the Investment Manager reasonably determines to be related to investments, including expenses related to due diligence, sourcing, purchasing, structuring, originating, disposing, monitoring, financing or hedging of the Company’s or each Subsidiary’s assets, such as brokerage commissions, expenses relating to clearing and settlement charges, custodial fees, bank service fees and interest expense, whether or not the investment was consummated); expenses related to owning and operating real assets; servicing fees and expenses including such expenses incurred or such fees paid to the Investment Manager or its Affiliates in its capacity as servicer if the Company believes the Investment Manager or its Affiliates can provide such services more effectively and at a costs that is comparable to prevailing market rates for such services; expenses incurred in preparing reports connection with collection of monies owed to the Company or any Subsidiary; expenses relating to compliance with REIT qualification requirements; costs for Limited Partners forming and regulatory authorities maintaining any Subsidiaries; expenses arising out or related to the foreclosure on collateral securing one or more investments of the Company, and, thereafter, expenses associated with holding, valuing, disposing of, trading, financing, negotiating, and expenses for specialized administrative servicesstructuring such foreclosed collateral (including the costs of structuring, establishing, maintaining and liquidating any vehicles established to hold or facilitate the holding of such foreclosed collateral), printing and duplication ; legal expenses, data and information services and systems, client services, mailing expenses, investment-related expenses ; professional fees (including, without limitation, investmentexpenses of consultants and experts or special servicing fees payable to a third party servicer or to the Investment Manager or its Affiliates) relating to investments; accounting expenses; auditing and tax preparation and other tax related expenses; research-related travel expenses and expenses related to the conduct extent that such services fall within the safe harbor of an activist campaign, proxy contests and tender offers), the Management Fee, the expenses Section 28(e) of the organization Exchange Act (including, without limitation, news and quotation services, market data services, and fees to third-party providers of the Partnership and the offering of Interests and filing fees, directors' and officers' insurance and such other research and/or portfolio risk management services); travel-related expenses and extraordinary expenses (including indemnificationcosts related to transportation, lodging and accommodations, meals and entertainment); interest expense, as incurredinitial and variation margin, appraisal fees and expenses; broken deal expenses and other transactional charges; fees or costs, all transaction expenses. Such other out-of-pocket expenses incurred in connection with the preparation and distribution of reports to the Members and the operation and administration of the Company’s costs and expenses incurred in connection with the organization and offering and sale of Units (including, without limitation, all legal expenses, other than the Management Feeprinting and mailing costs, shall be charged to the Capital Accounts of all the Partners on a pro rata basis. To the extent that expenses to be borne by the Partnership are paid by the General Partner (in excess of its pro rata share) or the Investment Managerinsurance costs, the Partnership shall reimburse such party for such expenses.
(e) If any of the expenses listed in Section 4.07(d) are incurred jointly for the account of the Partnership filing and any Other Accounts, such expenses shall be allocated among the Partnership and such Other Accounts in proportion to the size of the investment made by each to which such expense relates, or in such other manner as the General Partner considers fair and equitable.registration fees);
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (AB Commercial Real Estate Private Debt Fund, LLC)
Management Fee; Payment of Certain Costs and Expenses. (a) The Partnership shall pay the Investment Manager shall be entitled to receive a monthly fee for investment management fee services in the amount set forth in the Management Agreement (the "“Management Fee") of 0.1666% (2.00% annualized) of the balance of each Capital Account before deduction of any accrued Management Fees or the Incentive Allocation (and adjusted for any withdrawals or distributions made during the relevant period”), calculated as of and paid promptly following, the end of each month.
(b) The Capital Accounts of the General Partner and Feeder Fund I shall not be subject to the Management Fee. The General PartnerInvestment Manager may, in its sole discretion, may elect to reduce, waive or calculate differently the Management Fee with respect charged to any Capital Account certain Members, including, without limitation, Capital Accounts established for Affiliates Members that are Related Investors, so long as such reduction, waiver or employees calculation does not result in a preferential dividend under Section 562(c) of the General Partner or Code.
(b) Except as provided herein, the Investment ManagerManager shall be responsible for the expenses of their respective operations, members of the immediate families of such personsincluding rent, salaries, furniture and fixtures, and trusts or other entities for their benefit, without the approval of any other Limited Partnersoffice equipment.
(c) In consideration The Company shall bear all direct costs, fees and expenses incurred in connection with its management and operations, including but not limited to: investment expenses (including any expenses that the Investment Manager reasonably determines to be related to investments, including expenses related to due diligence, sourcing, purchasing, structuring, originating, disposing, monitoring, financing or hedging of the Company’s or each Subsidiary’s assets, such as brokerage commissions, expenses relating to clearing and settlement charges, custodial fees, bank service fees and interest expense, whether or not the investment was consummated); expenses related to owning and operating real assets; servicing fees and expenses including such expenses incurred or such fees paid to the Investment Manager or its Affiliates in its capacity as servicer if the Company believes the Investment Manager or its Affiliates can provide such services more effectively and at a costs that is comparable to prevailing market rates for such services; expenses incurred in connection with collection of monies owed to the Company or any Subsidiary; expenses relating to compliance with REIT qualification requirements; costs for forming and maintaining any Subsidiaries; expenses arising out or related to the foreclosure on collateral securing one or more investments of the Company, and, thereafter, expenses associated with holding, valuing, disposing of, trading, financing, negotiating, and structuring such foreclosed collateral (including the costs of structuring, establishing, maintaining and liquidating any vehicles established to hold or facilitate the holding of such foreclosed collateral); legal expenses; professional fees (including, without limitation, expenses of consultants and experts or special servicing fees payable to a third party servicer or to the Investment Manager or its Affiliates) relating to investments; accounting expenses; auditing and tax preparation and other tax related expenses; research-related expenses to the extent that such services fall within the safe harbor of Section 28(e) of the Exchange Act (including, without limitation, news and quotation services, market data services, and fees to third-party providers of research and/or portfolio risk management services); travel-related expenses (including costs related to transportation, lodging and accommodations, meals and entertainment); interest expense, initial and variation margin, appraisal fees and expenses; broken deal expenses and other transactional charges; fees or costs, all other out-of-pocket expenses incurred in connection with the preparation and distribution of reports to the Members and the operation and administration of the Company’s costs and expenses incurred in connection with the organization and offering and sale of Units (including, without limitation, all legal expenses, printing and mailing costs, insurance costs, filing and registration fees); the Management Fee; the Incentive Fee; the costs and expenses of third-party risk management products and services (including, without limitation, the costs of risk management software or database packages); any insurance, indemnity or litigation expense (including premiums for policies taken out to cover members of the Board and officers of the Investment Manager, regardless of whether or not those policies cover liability that is not indemnifiable pursuant to the terms of this Agreement); fees of the Administrator; expenses associated with the Company’s or any Subsidiary’s administrative and reporting costs, financial statements and tax returns, including the meeting expenses of the Board or the Members; expenses related to regulatory compliance; expenses related to the procurement, maintenance, enhancement and use of software programs and systems; expenses of certain in-house services performed by the Investment Manager shall in respect of the Company if the Investment Manager believes it can provide such services more effectively and at a cost that is comparable to prevailing market rates for such services; compensation payable to the Partnership with office spaceCompany’s chief financial officer, utilities and secretarial, clerical chief accounting officer and other personnel. The staff of the Company (which such compensation shall be allocated among the Company and other applicable clients of the Investment Manager shall bear on a basis that the costs of providing such goods Investment Manager believes in good faith to be fair and services reasonable); expenses incurred in connection with complying with provisions in Other Agreements, including “most favored nations” provisions; any extraordinary expenses (except including, to the extent borne permitted by law, if applicable, indemnification or litigation expenses and any judgments or settlements paid in connection therewith or other costs or expenses arising therefrom); any taxes, fees or other governmental charges levied against the Partnership in accordance with Section 4.07(d)), Company; wind-up and all of its own overhead costs liquidation expenses (and expenses, except expenses comparable to the extent such goodsforegoing); and other similar expenses related to the Company (collectively, services, costs and expenses are provided for through soft dollars generated by the Partnership as permitted hereunder“Company Expenses”).
(d) The Partnership Investment Manager shall bear be reimbursed by the Company for Organizational Expenses. Pursuant to an Expense Limitation Agreement, the Investment Manager may determine to limit Organizational Expenses and Company Expenses in the aggregate that are borne by the Company to the extent necessary to prevent Organizational Expenses and Company Expenses, on an annualized basis, from exceeding a percentage determined by the Investment Manager in its own ordinary discretion. This limit shall be maintained until the third anniversary of the Initial Closing Date. Pursuant to such limit, any fees waived and expenses borne by the Investment Manager may be reimbursed by the Company during the three year period that such limit is in place, provided that no reimbursement payment will be made that would cause the Company’s expenses to exceed the same limit. Notwithstanding the foregoing, extraordinary operating expenses, expenses (including, but not limited to, legallitigation expenses, bookkeepingindemnification expenses, accounting, auditing, recordkeeping, administration, computer, software lender liability expenses and clerical other expenses (including expenses not incurred in preparing reports for Limited Partners and regulatory authorities and expenses for specialized administrative services), printing and duplication expenses, data and information services and systems, client services, mailing expenses, investment-related expenses (including, without limitation, investment-related travel expenses and expenses related to the conduct ordinary course of an activist campaign, proxy contests and tender offersthe Company’s business), the Management Fee, the Incentive Fee, interest expenses, financing costs and expenses, and reserves for and costs associated with determining current expected credit losses, shall not be included as Company Expenses for purposes of calculating the foregoing expense limit.
(e) Generally, Company Expenses (other than any expenses that the Company determines in its sole discretion should be reflected in the Net Asset Value of the organization of the Partnership and the offering of Interests and filing fees, directors' and officers' insurance and such other related expenses and extraordinary expenses (including indemnificationUnits held by a particular Member or Member), as incurred, and all transaction expenses. Such expenses, other than the Management Fee, shall be charged to reflected in the Capital Accounts Net Asset Value of Units of all the Partners Members on a pro rata basis. To the extent that expenses to be Company Expenses are borne by the Partnership are paid by the General Partner (in excess of Investment Manager or its pro rata share) or the Investment ManagerAffiliates, the Partnership Company shall reimburse such party for such expenses.
(ef) If any of the expenses listed in Section 4.07(d4.08(c) are incurred jointly for the account of the Partnership Company and any Other Accounts, such expenses shall be allocated among the Partnership Company and such Other Accounts in proportion to the size of the investment made by each to which such expense relates, or in such other manner as the General Partner Investment Manager considers fair and equitable.
(g) Any transaction or similar fees (such as acquisition, disposition, financing or other similar fees, but not including servicing fees) from third parties (“Transaction Fees”) shall be paid to the Company (and thereby reflected in the Net Asset Value of Units held by all of the Members on a pro rata basis), subject to compliance with the REIT qualification requirements. The Company may retain the Investment Manager and/or one or more Affiliates of the Investment Manager to perform and receive fees for asset management, leasing, construction management, loan servicing, special servicing or other similar services, which fees will not cause a reduction in the Management Fee or otherwise be deemed to constitute Transaction Fees, if the Company believes that the Investment Manager or its Affiliates can provide such services more effectively and at a cost that is comparable to prevailing market rates for such services.
(h) For the avoidance of doubt, each Member shall be solely responsible for its own legal and tax counsel and any out-of-pocket expenses incurred in connection with its investment in the Company.
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Samples: Limited Liability Company Operating Agreement (AB Commercial Real Estate Private Debt Fund, LLC)
