Fund GP Expense. Shall mean in respect of each year the smaller of: (a) the sum of (i) all the costs and expenses (including but not limited to allocated overhead) borne directly or indirectly by the Fund GPs and their Affiliates with respect to the Exisiting Funds, including but not limited to those incurred in providing administrative and back office services to the funds pursuant to the applicable limited partnership agreement of such fund (as reasonably determined and, to the extent applicable, consistent
... with past practices of the Fund GPs and their Affiliates) plus (ii) the amount of all Incentive Allocations and Fund GPs' Net Special Profit Interest Allocations allocated to Aegis Capital Corp. ("Aegis") pursuant to the agreement among, inter alia, Aegis and the Fund GPs dated April 1, 2006 as amended plus (iii) all employment related payments to any other persons of any kind or character, whether as compensation, allocation straight salary, bonus or otherwise, including any payment to Michael C. Mauer under his employment agreement dated as of May 12, 2009 as amended, in each case to the extent reasonably and proportionately allocable to the activities of the Existing Funds and (b) the amount of the Annual Expense Cap in effect with respect to such year pursuant to the Agreement. Without limiting the generality of the parenthetical contained in clause (a)(i) above, no incremental cost, if any, that may be incurred by the Fund GPs and that is attributable to the compensation, bonus or expenses of Carl C. Icahn under his employment agreement dated August 8, 2007, as amended from time to time, with Icahn Capital Management LP and Icahn Enterprises L.P. or to the earn-out payable to Mr. Icahn and his Affiliates under the Contribution Agreement executed on August 8, 2007 in connection therewith, or to any expenses incurred because the Fund GPs will be owned by Icahn Enterprises L.P. and its Affiliates (that is, dealing with Icahn Enterprises L.P. accounting and reporting requirements), will diminish any amount to be accrued or paid to Employee pursuant to the Agreement.
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