Selling Agent’s Commissions. The Company will pay to the Selling Agent a cash commission equal to seven percent (7.00%) (the "Cash Fee") of the gross offering proceeds received by the Company from the sale of the Shares, which shall be allocated by the Selling Agent to Dealers (as hereinafter defined) participating in the offering, in its sole discretion.
Selling Agent’s Commissions. The Selling Agent’s commission in cash (the “Cash Fee”) equal to 7.00% of the gross proceeds received by the Company from the sale of the Shares at a Closing or, as applicable, which such Cash Fee will be paid to and allocated by the Selling Agent among the selling syndicate and soliciting dealers in its sole discretion, if applicable.
Selling Agent’s Commissions. Except as otherwise provided in the “Plan of Distribution” sections of the Prospectus, the Selling Agent’s sales commission is 3.0% of the Offering Price of the Units sold by the Dealer and accepted and confirmed by the Company, which commission will be paid by the Distributor. For these purposes, a “sale of Units” shall occur if and only if a transaction has closed with a subscriber pursuant to all applicable offering and subscription documents. The Selling Agent hereby waives any and all rights to receive payment of commissions due from the subscriber until such time as a transaction has closed with a subscriber for the units purchased. The Selling Agent affirms that the Distributor’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, Black Creek FOF Advisor LLC (the “Adviser”) or an affiliate of the Adviser may pay compensation (out of their own funds and not as an expense of the Partnership) to the Distributor, which may be reallowed to the Selling Agent, up to an amount equal to 0.50% of the Offering Price of the Units sold through the Distributor or the Selling Agent on an annual basis for the life of the Partnership (up to seven years). In addition, as set forth in the Prospectus, the Distributor, in its sole discretion may reimburse the Selling Agent’s reasonable out-of-pocket expenses related to the distribution of the offering. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Units, that the Selling Agent’s interest in the offering is limited to such commission from the Distributor and the Selling Agent’s indemnity referred to in Section 6 of the Distributor Agreement, and that the Partnership is not liable or responsible for the direct payment of such commission to the Selling Agent.
