Common use of Payment of Expenses and Fees Clause in Contracts

Payment of Expenses and Fees. The General Partner will pay all expenses incident to the performance of the obligations of the General Partner and the Fund hereunder, including: (i) the printing and delivery to the Additional Selling Agent in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of the Prospectus and any supplements or amendments thereto, and of any Promotional Material; (ii) the reproduction of this Agreement and the printing and filing of the Registration Statement and the Prospectus (and, in certain cases, the exhibits thereto) with the SEC and NFA; (iii) the payment of filing fees to the SEC and the NASD; (iv) the qualification of the Units under the securities or "Blue Sky" laws in the various jurisdictions, including the payment of filing fees and the fees and disbursements of the General Partner's counsel incurred in connection therewith; and (v) the services of Katten Muchin Zavis Rosenman and accountants for the General Partner axx xxx Xxxx. Xxx Xxxxxal Partner and the Additional Selling Agent are each aware of the limitations imposed by Rule 2810 of the NASD Conduct Rules on the aggregate compensation that may be received by the Additional Selling Agent in connection with the offering and sale of the Units. The General Partner acknowledges and agrees that it will not make, and the Additional Selling Agent acknowledges and agrees that it will in no event accept, any payments from the General Partner which, when added to the upfront sales commissions (not including ongoing trailing commissions) that the Additional Selling Agent receives on each sale of a Unit, would exceed 10% of the gross proceeds of the Units sold to the public.

Payment of Expenses and Fees. The General Partner will pay all expenses incident to the performance of the obligations of the General Partner and the Fund Partnership hereunder, including: (i) the printing and delivery to the Additional Selling Agent in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of the Prospectus and any supplements or amendments thereto, and of any Promotional MaterialMaterials; (ii) the reproduction of this Agreement and the printing and filing of the Registration Statement and the Prospectus (and, in certain cases, the exhibits thereto) with the SEC and NFA; (iii) the payment of filing fees payable to the SEC and the NASD; (iv) the qualification of the Units under the securities or "Blue Sky" laws in the various jurisdictions, including the payment of filing fees and the fees and disbursements of the General Partner's counsel incurred in connection therewith; and (v) the services of Katten Muchin Zavis Rosenman Mayer, Brown, Xxxx & Maw LLP and accountants for the General Partner axx xxx Xxxxand the Partnership. Xxx Xxxxxal The General Partner and the Additional Selling Agent are each aware of the limitations imposed by Rule 2810 of the NASD Conduct Rules on the aggregate compensation that which may be received by the Additional Selling Agent in connection with the offering and sale of the Units. The General Partner acknowledges and agrees that it will not make, and the Additional Selling Agent acknowledges and agrees that it will in no event accept, accept any payments from the General Partner which, when added to the upfront sales selling commissions (not including ongoing trailing commissionsservicing fees paid with respect to Qualified Registered Representatives) that which the Additional Selling Agent receives on each sale of a UnitClass A Unit by the Additional Selling Agent, would exceed 10% of the gross proceeds of the Class A Units sold to the publicpublic by the Additional Selling Agent.

Payment of Expenses and Fees. The General Partner CISI will pay all advance expenses incident to the performance of the obligations of the General Partner Managing Owner and the Fund Trust hereunder, including: (i) the printing and delivery to the Additional Selling Agent in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of the Prospectus and any supplements or amendments thereto, and of any Promotional Materialsupplemental sales materials; (ii) the reproduction of this Agreement and the printing and filing of the Registration Statement and the Prospectus (and, in certain cases, the exhibits thereto) with the SEC SEC, CFTC and NFA; (iii) the payment of filing fees to the SEC and the NASD; (iv) the qualification of the Units under the securities or "Blue Sky" laws in the various jurisdictions, including the payment of filing fees and the fees and disbursements of the General PartnerCISI's counsel incurred in connection therewith; (iv) the services of counsel and accountants for CISI and the Trust, including certain services of KPMG Peat Marwick, LLP in connection with their review of the performance records in the Prospectus; (v) the services printing or reproduction and delivery to the Selling Agent of Katten Muchin Zavis Rosenman such number of copies as it may reasonably request of the Blue Sky Survey; and accountants for (vi) "road show" presentations (not including the General Partner axx xxx Xxxxexpenses of JWH and its personnel which shall be borne by JWH). Xxx Xxxxxal Partner The Managing Owner and the Additional Selling Agent are each aware of the limitations imposed by Rule 2810 of the NASD Conduct Rules on the aggregate compensation that which may be received by the Additional Selling Agent in connection with the offering and sale of the Units. The General Partner acknowledges and agrees that it will not make, and the Additional Selling Agent acknowledges and agrees that it will in no event accept, make any payments from the General Partner to its own Registered Representatives or any Additional Agent as described above, which, when added to the upfront sales up to 4% selling commissions (not including ongoing trailing commissions) that which the Additional Selling Agent receives on each sale may pay with respect to the sales of a UnitUnits, would exceed 10% of the gross proceeds of the Units sold to the public. CISI shall not reimburse the Selling Agent for any due diligence expenses in connection with the offering.

Payment of Expenses and Fees. The General Partner will pay all expenses incident to the performance of the obligations of the General Partner and the Fund hereunder, including: (i) the printing and delivery to the Additional Selling Agent in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of the Prospectus and any supplements or amendments thereto, and of any Promotional Material; (ii) the reproduction of this Agreement and the printing and filing of the Registration Statement and the Prospectus (and, in certain cases, the exhibits thereto) with the SEC and NFA; (iii) the payment of filing fees to the SEC and the NASD; (iv) the qualification of the Units under the securities or "Blue Sky" laws in the various jurisdictions, including the payment of filing fees and the fees and disbursements of the General Partner's counsel incurred in connection therewith; and (v) the services of Katten Muchin Zavis Rosenman Xxxxxx Xxxxxx Xxxxx Xxxxxxxx and accountants for the General Partner axx xxx Xxxxand the Fund; and (vi) the "roadshow" expenses (including, but not limited to, expenses incurred in connection with travel, lodging and meals) of the General Partner. Xxx Xxxxxal The General Partner and the Additional Selling Agent are each aware of the limitations imposed by Rule 2810 of the NASD Conduct Rules on the aggregate compensation that may be received by the Additional Selling Agent in connection with the offering and sale of the Units. The General Partner acknowledges and agrees that it will not make, and the Additional Selling Agent acknowledges and agrees that it will in no event accept, accept any payments from the General Partner which, when added to the upfront sales commissions (not including ongoing trailing commissions) that the Additional Selling Agent receives on each sale of a Unit, would exceed 10% of the gross proceeds of the Units sold to the public.

Payment of Expenses and Fees. The General Partner Managing Owner will pay all expenses incident to the performance of the obligations of the General Partner Managing Owner and the Fund Trust hereunder, including: (i) the printing and delivery to the Additional Selling Agent in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of the Prospectus and any supplements or amendments thereto, and of any Promotional Materialsupplemental sales materials; (ii) the reproduction of this Agreement and the printing and filing of the Registration Statement and the Prospectus (and, in certain cases, the exhibits thereto) with the SEC SEC, CFTC and NFA; (iii) the payment of filing fees payable to the SEC and the NASD; (iv) the qualification of the Units under the securities or "Blue Sky" laws in the various jurisdictions, including the payment of filing fees and the fees and disbursements of the General PartnerManaging Owner's counsel incurred in connection therewith; and (v) the services of Katten Muchin Zavis Rosenman Sidley Austin Brown & Wood LLP and accountants for the General Partner axx Managing Owner and xxx XxxxXxxxx. Xxx Xxxxxal Partner Xhe Xxxxging Owner will be reimbursed by the Trust for the foregoing expenses advanced by it on behalf of the Trust, as described in the Prospectus. The Managing Owner and the Additional Selling Agent are each aware of the limitations imposed by Rule 2810 Appendix F of the NASD Conduct Rules of Fair Practice on the aggregate compensation that which may be received by the Additional Selling Agent in connection with the offering and sale of the Units. The General Partner acknowledges and agrees that it will not make, and the Additional Selling Agent acknowledges and agrees that it will in no event accept, accept any payments from the General Partner Managing Owner which, when added to the upfront sales selling commissions (not including ongoing trailing commissionscompensation) that which the Additional Selling Agent receives on each sale of a Unit, would exceed 10% of the gross proceeds of the Units sold to the publicpublic based upon reports provided by the Managing Owner.

Payment of Expenses and Fees. The General Partner will pay all expenses incident to the performance of the obligations of the General Partner and the Fund Partnership hereunder, including: (i) the printing and delivery to the Additional Selling Agent in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of the Prospectus and any supplements or amendments thereto, and of any Promotional Material; (ii) the reproduction of this Agreement and the printing and filing of the Registration Statement and the Prospectus (and, in certain cases, the exhibits thereto) with the SEC and NFA; (iii) the payment of filing fees payable to the SEC and the NASD; (iv) the qualification of the Units under the securities or "Blue Sky" laws in the various jurisdictions, including the payment of filing fees and the fees and disbursements of the General Partner's counsel incurred in connection therewith; and (v) the services of Katten Muchin Zavis Rosenman Mayer, Brown, Xxxx & Maw LLP and accountants for the General Partner axx xxx Xxxxand the Partnership. Xxx Xxxxxal The General Partner and the Additional Selling Agent are each aware of the limitations imposed by Rule 2810 of the NASD Conduct Rules on the aggregate compensation that which may be received by the Additional Selling Agent in connection with the offering and sale of the Units. The General Partner acknowledges and agrees that it will not make, and the Additional Selling Agent acknowledges and agrees that it will in no event accept, accept any payments from the General Partner which, when added to the upfront sales selling commissions (not including ongoing trailing commissionsservicing fees paid with respect to Qualified Registered Representatives) that which the Additional Selling Agent receives on each sale of a UnitClass A Unit by the Selling Agent, would exceed 10% of the gross proceeds of the Class A Units sold to the publicpublic by the Selling Agent.

Payment of Expenses and Fees. The General Partner will pay all expenses incident to the performance of the obligations of the General Partner and the Fund Partnership hereunder, including: (i) the printing and delivery to the Additional Selling Agent in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of the Prospectus and any supplements or amendments thereto, and of any Promotional Material; (ii) the reproduction of this Agreement and the printing and filing of the Registration Statement and the Prospectus (and, in certain cases, the exhibits thereto) with the SEC and NFA; (iii) the payment of filing fees payable to the SEC and the NASD; (iv) the qualification of the Units under the securities or "“Blue Sky" ” laws in the various jurisdictions, including the payment of filing fees and the fees and disbursements of the General Partner's ’s counsel incurred in connection therewith; and (v) the services of Katten Muchin Zavis Rosenman Xxxxxx & Bird LLP and accountants for the General Partner axx xxx Xxxxand the Partnership. Xxx Xxxxxal The General Partner and the Additional Selling Agent are each aware of the limitations imposed by Rule 2810 of the NASD Conduct Rules on the aggregate compensation that which may be received by the Additional Selling Agent in connection with the offering and sale of the Units. The General Partner acknowledges and agrees that it will not make, and the Additional Selling Agent acknowledges and agrees that it will in no event accept, accept any payments from the General Partner which, when added to the upfront sales commissions initial service fees (not including ongoing trailing commissionsservice fees paid with respect to Qualified Registered Representatives) that which the Additional Selling Agent receives on each sale of a UnitClass 1 Unit by the Selling Agent, would exceed 10% of the gross proceeds of the Class 1 Units sold to the publicpublic by the Selling Agent.

Payment of Expenses and Fees. The General Partner will pay all expenses incident to the performance of the obligations of the General Partner and the Fund Partnership hereunder, including: (i) the printing and delivery to the Additional Selling Agent in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of the Prospectus and any supplements or amendments thereto, and of any Promotional MaterialMaterials; (ii) the reproduction of this Agreement and the printing and filing of the Registration Statement and the Prospectus (and, in certain cases, the exhibits thereto) with the SEC and NFA; (iii) the payment of filing fees payable to the SEC and the NASD; (iv) the qualification of the Units under the securities or "Blue Sky" laws in the various jurisdictions, including the payment of filing fees and the fees and disbursements of the General Partner's counsel incurred in connection therewith; and (v) the services of Katten Muchin Zavis Rosenman Mayer, Brown, Xxxx & Maw LLP and accountants for the General Partner axx xxx Xxxxand the Partnership. Xxx Xxxxxal The General Partner and the Additional Selling Agent are each aware of the limitations imposed by Rule 2810 of the NASD Conduct Rules on the aggregate compensation that which may be received by the Additional Selling Agent in connection with the offering and sale of the Units. The General Partner acknowledges and agrees that it will not make, and the Additional Selling Agent acknowledges and agrees that it will in no event accept, accept any payments from the General Partner which, when added to the upfront sales selling commissions (not including ongoing trailing commissions) that which the Additional Selling Agent receives on each sale of a UnitUnit by the Additional Selling Agent, would exceed 10% of the gross proceeds of the Units sold to the publicpublic by the Additional Selling Agent.

Payment of Expenses and Fees. The General Partner will pay all expenses incident to the performance of the obligations of the General Partner and the Fund hereunder, including: (i) the printing and delivery to the Additional Selling Agent in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of the Prospectus and any supplements or amendments thereto, and of any Promotional Material; (ii) the reproduction of this Agreement and the printing and filing of the Registration Statement and the Prospectus (and, in certain cases, the exhibits thereto) with the SEC and NFA; (iii) the payment of filing fees to the SEC and the NASD; (iv) the qualification of the Units under the securities or "Blue Sky" laws in the various jurisdictions, including the payment of filing fees and the fees and disbursements of the General Partner's counsel incurred in connection therewith; and (v) the services of Katten Muchin Zavis Rosenman and accountants for the General Partner axx xxx xxx Xxxx; xxx (xx) xxx "roadshow" expenses (including, but not limited to, expenses incurred in connection with travel, lodging and meals) of the General Partner. Xxx Xxxxxal The General Partner and the Additional Selling Agent are each aware of the limitations imposed by Rule 2810 of the NASD Conduct Rules on the aggregate compensation that may be received by the Additional Selling Agent in connection with the offering and sale of the Units. The General Partner acknowledges and agrees that it will not make, and the Additional Selling Agent acknowledges and agrees that it will in no event accept, any payments from the General Partner which, when added to the upfront sales commissions (not including ongoing trailing commissions) that the Additional Selling Agent receives on each sale of a Unit, would exceed 10% of the gross proceeds of the Units sold to the public.

Payment of Expenses and Fees. The General Partner Managing Owner will pay all expenses incident to the performance of the obligations of the General Partner Managing Owner and the Fund Trust hereunder, including: (i) the printing and delivery to the Additional Selling Agent Agent, for delivery to the Correspondent Selling Agent, in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of the Prospectus and any supplements or amendments thereto, and of any Promotional Materialsupplemental sales materials; (ii) the reproduction of this Agreement and the printing and filing of the Registration Statement and the Prospectus (and, in certain cases, the exhibits thereto) with the SEC SEC, CFTC and NFA; (iii) the payment of filing fees payable to the SEC and the NASD; (iv) the qualification of the Units under the securities or "Blue Sky" laws in the various jurisdictions, including the payment of filing fees and the fees and disbursements of the General PartnerManaging Owner's counsel incurred in connection therewith; and (v) the services of Katten Muchin Zavis Rosenman Sidley Austin Brown & Wood LLP and accountants for the General Partner axx Managing Owner and xxx XxxxXxxxx. Xxx Xxxxxal Partner The Managing Owner, the Selling Agent and the Additional Correspondent Selling Agent are each aware of the limitations imposed by NASD Conduct Rule 2810 of the NASD Conduct Rules on the aggregate compensation that which may be received by the Additional Selling Agent selling agents in connection with the offering and sale of the Units. The General Partner acknowledges and agrees that it will not make, and Neither the Additional Selling Agent acknowledges and agrees that it nor the Correspondent Selling Agent will in no any event accept, accept any payments from the General Partner Managing Owner which, when added to the upfront sales selling commissions (not including ongoing trailing commissionscompensation) that which the Additional Selling Agent receives will receive on each sale of a UnitUnit by the Correspondent Selling Agent, would exceed 10% of the gross proceeds of the Units sold to the publicpublic by the Correspondent Selling Agent.

Payment of Expenses and Fees. The General Partner will pay all expenses incident to the performance of the obligations of the General Partner and the Fund hereunder, including: (i) the printing and delivery to the Additional Selling Agent in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of the Prospectus and any supplements or amendments thereto, and of any Promotional Material; (ii) the reproduction of this Agreement and the printing and filing of the Registration Statement and the Prospectus (and, in certain cases, the exhibits thereto) with the SEC and NFA; (iii) the payment of filing fees to the SEC and the NASD; (iv) the qualification of the Units under the securities or "Blue Sky" laws in the various jurisdictions, including the payment of filing fees and the fees and disbursements of the General Partner's counsel incurred in connection therewith; and (v) the services of Katten Muchin Zavis Rosenman and accountants for the General Partner axx xxx xxx Xxxx. Xxx Xxxxxal Xxxxral Partner and the Additional Selling Agent are each aware of the limitations imposed by Rule 2810 of the NASD Conduct Rules on the aggregate compensation that may be received by the Additional Selling Agent in connection with the offering and sale of the Units. The General Partner acknowledges and agrees that it will not make, and the Additional Selling Agent acknowledges and agrees that it will in no event accept, any payments from the General Partner which, when added to the upfront sales commissions (not including ongoing trailing commissions) that the Additional Selling Agent receives on each sale of a Unit, would exceed 10% of the gross proceeds of the Units sold to the public.

Payment of Expenses and Fees. The General Partner Managing Owner will pay all expenses incident to the performance of the obligations of the General Partner Managing Owner and the Fund Trust hereunder, including: (i) the printing and delivery to the Additional Selling Agent in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of the Prospectus and any supplements or amendments thereto, and of any Promotional Materialsupplemental sales materials; (ii) the reproduction of this Agreement and the printing and filing of the Registration Statement and the Prospectus (and, in certain cases, the exhibits thereto) with the SEC SEC, CFTC and NFA; (iii) the payment of filing fees payable to the SEC and the NASD; (iv) the qualification of the Units under the securities or "Blue Sky" laws in the various jurisdictions, including the payment of filing fees and the fees and disbursements of the General PartnerManaging Owner's counsel incurred in connection therewith; and (v) the services of Katten Muchin Zavis Rosenman Sidley Austin Brown & Wood LLP and accountants for the General Partner axx Managing Owner and xxx XxxxXxxxx. Xxx Xxxxxal Partner The Xxxaging Owner will be reimbursed by the Trust for the foregoing expenses advanced by it on behalf of the Trust, as described in the Prospectus. The Managing Owner and the Additional Selling Agent are each aware of the limitations imposed by Rule 2810 Appendix F of the NASD Conduct Rules of Fair Practice on the aggregate compensation that which may be received by the Additional Selling Agent in connection with the offering and sale of the Units. The General Partner acknowledges and agrees that it will not make, and the Additional Selling Agent acknowledges and agrees that it will in no event accept, accept any payments from the General Partner Managing Owner which, when added to the upfront sales selling commissions (not including ongoing trailing commissionscompensation) that which the Additional Selling Agent receives on each sale of a Unit, would exceed 10% of the gross proceeds of the Units sold to the publicpublic based upon reports provided by the Managing Owner.

Payment of Expenses and Fees. The General Partner will pay all expenses incident to the performance of the obligations of the General Partner and the Fund Partnership hereunder, including: (i) the printing and delivery to the Additional Selling Agent in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of the Prospectus and any supplements or amendments thereto, and of any Promotional Material; (ii) the reproduction of this Agreement and the printing and filing of the Registration Statement and the Prospectus (and, in certain cases, the exhibits thereto) with the SEC and NFA; (iii) the payment of filing fees payable to the SEC and the NASD; (iv) the qualification of the Units under the securities or "Blue Sky" laws in the various jurisdictions, including the payment of filing fees and the fees and disbursements of the General Partner's counsel incurred in connection therewith; and (v) the services of Katten Muchin Zavis Rosenman Mayer, Brown, Xxxx & Maw LLP and accountants for the General Partner axx xxx Xxxxand the Partnership. Xxx Xxxxxal The General Partner and the Additional Selling Agent are each aware of the limitations imposed by Rule 2810 of the NASD Conduct Rules on the aggregate compensation that which may be received by the Additional Selling Agent in connection with the offering and sale of the Units. The General Partner acknowledges and agrees that it will not make, and the Additional Selling Agent acknowledges and agrees that it will in no event accept, accept any payments from the General Partner which, when added to the upfront sales selling commissions (not including ongoing trailing commissions) that which the Additional Selling Agent receives on each sale of a UnitUnit by the Selling Agent, would exceed 10% of the gross proceeds of the Units sold to the publicpublic by the Selling Agent.

Payment of Expenses and Fees. The General Partner Managing Owner will pay all expenses incident to the performance of the obligations of the General Partner Managing Owner and the Fund Trust hereunder, including: (i) the printing and delivery to the Additional Selling Agent in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of the Prospectus and any supplements or amendments thereto, and of any Promotional Materialsupplemental sales materials; (ii) the reproduction of this Agreement and the printing and filing of the Registration Statement and the Prospectus (and, in certain cases, the exhibits thereto) with the SEC SEC, CFTC and NFA; (iii) the payment of filing fees payable to the SEC and the NASD; (iv) the qualification of the Units under the securities or "“Blue Sky" ” laws in the various jurisdictions, including the payment of filing fees and the fees and disbursements of the General Partner's Managing Owner’s counsel incurred in connection therewith; and (v) the services of Katten Muchin Zavis Rosenman Sidley Xxxxxx Xxxxx & Xxxx LLP and accountants for the General Partner axx xxx Xxxx. Xxx Xxxxxal Partner Managing Owner and the Additional Trust. The Managing Owner will be reimbursed by the Trust for the foregoing expenses advanced by it on behalf of the Trust, as described in the Prospectus. The Managing Owner and the Selling Agent are each aware of the limitations imposed by Rule 2810 Appendix F of the NASD Conduct Rules of Fair Practice on the aggregate compensation that which may be received by the Additional Selling Agent in connection with the offering and sale of the Units. The General Partner acknowledges and agrees that it will not make, and the Additional Selling Agent acknowledges and agrees that it will in no event accept, accept any payments from the General Partner Managing Owner which, when added to the upfront sales selling commissions (not including ongoing trailing commissionscompensation) that which the Additional Selling Agent receives on each sale of a Unit, would exceed 10% of the gross proceeds of the Units sold to the publicpublic based upon reports provided by the Managing Owner.

Payment of Expenses and Fees. The General Partner will pay all expenses incident to the performance of the obligations of the General Partner and the Fund hereunder, including: (i) the printing and delivery to the Additional Selling Agent in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of the Prospectus and any supplements or amendments thereto, and of any Promotional Materialsupplemental sales materials; (ii) the reproduction of this Agreement and the printing and filing of the Registration Statement and the Prospectus (and, in certain cases, the exhibits thereto) with the SEC SEC, CFTC and NFA; (iii) the payment of filing fees to the SEC and the NASD; (iv) the qualification of the Units under the securities or "Blue Sky" laws in the various jurisdictions, including the payment of filing fees and the fees and disbursements of the General Partner's counsel incurred in connection therewith; and (viv) the services of Katten Muchin Zavis Rosenman counsel and accountants for the General Partner axx xxx and the Fund, including certain services of Arthxx X. Xxxx, Xx. Xxx Xxxxxal & Xssociates, L.L.C. in connection with their review of the performance records in the Prospectus; (v) the printing or reproduction and delivery to the Selling Agent of such number of copies as it may reasonably request of the Blue Sky Survey; and (vi) "road show" presentations (not including the expenses of the Trading Advisor and their personnel which shall be borne by the Trading Advisor). The General Partner and the Additional Selling Agent are each aware of the limitations imposed by Rule 2810 of the NASD Conduct Rules on the aggregate compensation that selling commissions which may be received by the Additional Selling Agent in connection with the offering and sale of the Units. The General Partner acknowledges and agrees that it will not make, and the Additional Selling Agent acknowledges and agrees that it will in no event accept, make any payments from deemed by the General Partner which, when added NASD to constitute underwriting compensation to the upfront sales commissions (not including ongoing trailing commissions) that Selling Agent nor shall the Selling Agent make any such payments to its own Registered Representatives or any Additional Selling Agent receives on each sale of a UnitAgents as described above, which would exceed 109.9% of the gross proceeds of the Units sold to the public. The General Partner shall not reimburse the Selling Agent for any due diligence expenses in connection with the offering.