Partner; or (in) dissolve the Partnership and distribute the Assets in accordance with Section 18.4. The General Partner is hereby expressly authorized to sell Interests as provided in the foregoing sentence and to authorize the Partnership to acquire such Interests for cash payments, payments in kind or deferred payments that are reasonable under the circumstances and that are legally permissible. 9.9 Management Fee. (a) The General Partner shall be compensated for services rendered to the Partnership during the term of the Partnership by the payment in cash to the General Partner of a management fee (the Management Fee) by the Partnership. The Management Fee shall equal______ % per annum of the Total Commitment from the Organization Date through the earlier of (1) the end of the Investment Period and (n) the closing of any follow-on venture capital partnership formed in accordance with Section 10.3 (the Step Down Date). Commencing on the Step Down Date, the Management Fee shall be_______ % per annum of Invested Capital as calculated as of the payment date of such Management Fee, decreasing on each anniversary of the Step Down Date by_____________ % provided that the Management Fee shall never be lower than ____ %. The Management Fee shall be payable for each Fiscal Year in advance in equal semiannual installments on January 1 and July 1 of such Fiscal Year, except that for the Fiscal Year commencing on the Organization Date, the first Management Fee installment shall be paid immediately upon the Partnership's receipt of the capital contributions of the Partners on the Initial Contribution Date (each, a Management Fee Due Date). The Management Fee for any partial Fiscal Year shall be prorated on the basis of the ratio that the total number of days in that year during which this Agreement was in effect bear to 365; provided, however, if the Initial Closing of the Partnership occurs on or before________________________ then this sentence shall not apply to the Management Fee for the first Fiscal Year. The Management Fee for any period shall be reduced to the extent provided in subparagraph (b) below and 90