Common use of Capital Gains Fee Clause in Contracts

Capital Gains Fee. The Adviser shall receive a capital gains fee (the “Capital Gains Fee”) equal to 20% of (1) (a) the Company’s net realized capital gain (realized capital gains less realized capital losses) on a cumulative basis from the Commencement of Operations to the end of such fiscal year, less (b) any unrealized capital depreciation at the end of such fiscal year, less (2) the aggregate amount of any Capital Gains Fees paid in all prior fiscal years. For the purposes of this paragraph, realized capital gains on a security shall be calculated as the excess of the net amount realized from the sale or other disposition of such security over the original cost for the security. Realized capital losses on a security shall be calculated as the amount by which the net amount realized from the sale or other disposition of such security is less than the original cost of such security. Unrealized capital depreciation on a security shall be calculated as the amount by which the Company’s original cost of such security exceeds the fair value of such security at the end of a fiscal year. The Capital Gains Fee shall be calculated and payable annually within thirty (30) days of the end of each calendar year. In the event this Agreement is terminated, the Capital Gains Fee calculation shall be undertaken as of, and any resulting Capital Gains Fee shall be paid, within fifteen (15) days of the date of termination. The Adviser may, from time to time, waive or defer all or any part of the compensation described in this Section 10. The parties do hereby expressly authorize and instruct the Company’s administrator, or its successors, to calculate the fee payable hereunder and to remit all payments specified herein to the Adviser.

Capital Gains Fee. The (i) For each fiscal year of the Company (other than the fiscal year in which all of the Company’s assets are liquidated), the Adviser shall receive a capital gains fee (the “Capital Gains Fee”) Fee equal to 20% of to: (1) (a) the Company’s net realized capital gain (realized capital gains less realized capital losses) on a cumulative basis from the Commencement All Capital Gains exceeding 7% of Operations Contributed Capital up to 8.75% of Contributed Capital as of the end of such fiscal year, less and (b2) any unrealized capital depreciation at 20% of all Capital Gains exceeding 8.75% of Contributed Capital as of the end of such fiscal year, less less (2B) the aggregate amount of any all Capital Gains Fees paid to the Adviser in all prior fiscal years. ; but in no event exceeding 20% of all Capital Gains for such fiscal year. (ii) In the fiscal year in which all of the Company’s assets are liquidated, the Adviser shall receive a Capital Gains Fee equal to 20% of all Capital Gains, less the aggregate amount of all Capital Gains Fees paid to the Adviser in prior fiscal years, and in no event exceeding 20% of all Capital Gains for such fiscal year. (iii) Except as provided in Section 10(e)(vi), the Capital Gains Fee shall be calculated and payable annually within fifteen (15) days of the end of each calendar year. (iv) For the purposes of this paragraphSection 10(e), realized capital gains on a security shall will be calculated as the excess of the net amount realized from the sale or other disposition of such security over the original cost for the security. Realized capital losses on a security shall will be calculated as the amount by which the net amount realized from the sale or other disposition of such security is less than the original cost of such security. Unrealized capital depreciation on a security shall will be calculated as the amount by which the Company’s original cost of such security exceeds the fair value of such security at the end of a fiscal year. The Capital Gains Fee shall . (v) All fiscal year-end valuations will be calculated determined by the Company in accordance with generally accepted accounting principles, the 1940 Act (even if such valuation is made prior to the date on which the Company has elected to be regulated as a BDC), and payable annually within thirty (30) days the policies and procedures of the end of each calendar year. Company to the extent consistent therewith. (vi) In the event this Agreement is terminatedterminated or the Company’s assets are liquidated, the Capital Gains Fee calculation shall be undertaken as of, and any resulting Capital Gains Fee shall be paid, paid within fifteen (15) days of of, the date of terminationtermination or such liquidation. The Adviser may, from time to time, waive or defer all or any part of the compensation described in this Section 10. The parties do hereby expressly authorize and instruct the Company’s administrator, or its successors, to calculate the fee payable hereunder and to remit all payments specified herein to the Adviser.

Capital Gains Fee. The After the Company has made to its members, on a cumulative basis, (A) distributions equal to all Contributions and (B) a return on all Outstanding Contributions of an annual rate of 8% on a cumulative basis (with (A) and (B) together, the “Member Returns”), the Company shall pay the Adviser shall receive a capital gains fee (the “Capital Gains Fee”) equal to 20% of of: (1I) (a) the Company’s net realized capital gain (realized capital gains less realized capital losses) on a cumulative basis from the Commencement of Operations Effective Date to the end of such any fiscal yearyear in which all Member Returns have been made, less (b) any unrealized capital depreciation at the end of such fiscal year, less less (2II) the aggregate amount of any Capital Gains Fees paid in all prior fiscal years. For the purposes of this paragraph, Section 10(b)(2), (A) realized capital gains on a security shall be calculated as the excess of the net amount realized from the sale or other disposition of such security over the original cost for the security. Realized ; (B) realized capital losses on a security shall be calculated as the amount by which the net amount realized from the sale or other disposition of such security is less than the original cost of such security. Unrealized ; (C) unrealized capital depreciation on a security shall be calculated as the amount by which the Company’s original cost of such security exceeds the fair value of such security at the end of a fiscal year; and (D) in the event a change in the amount of the Outstanding Contributions occurs during any fiscal year, the 8% annual hurdle rate of return shall be appropriately applied on a pro-rata basis to the varying levels of Outstanding Contributions during the year. The Capital Gains Fee shall be calculated and payable annually within thirty (30) days of the end of each calendar year. In the event this Agreement is terminated, the Capital Gains Fee calculation shall be undertaken as of, and any resulting Capital Gains Fee shall be paid, within fifteen (15) days of the date of termination. The Adviser may, from time to time, waive or defer all or any part of the compensation described in this Section 10. The parties do hereby expressly authorize and instruct the Company’s administrator, or its successors, to calculate the fee payable hereunder and to remit all payments specified herein to the Adviser.

Capital Gains Fee. The (i) For each fiscal year of the Company, the Adviser shall receive a capital gains fee (the “Capital Gains Fee”) Fee equal to 20% of to: (1) (a) the Company’s net realized capital gain (realized capital gains less realized capital losses) on a cumulative basis from the Commencement All Capital Gains exceeding 7% of Operations Contributed Capital up to 8.4% of Contributed Capital as of the end of such fiscal year, less and (b2) any unrealized capital depreciation at 20% of all Capital Gains exceeding 8.4% of Contributed Capital as of the end of such fiscal year, less less (2B) the aggregate amount of any all Capital Gains Fees paid to the Adviser in all prior fiscal years. ; but in no event exceeding 20% of all Capital Gains for such fiscal year. (ii) Except as provided in Section 10(e)(v), the Capital Gains Fee shall be calculated and payable annually within fifteen (15) days of the end of each calendar year. (iii) For the purposes of this paragraphSection 10(e), realized capital gains on a security shall will be calculated as the excess of the net amount realized from the sale or other disposition of such security over the original cost for the security. Realized capital losses on a security shall will be calculated as the amount by which the net amount realized from the sale or other disposition of such security is less than the original cost of such security. Unrealized capital depreciation on a security shall will be calculated as the amount by which the Company’s original cost of such security exceeds the fair value of such security at the end of a fiscal year. The Capital Gains Fee shall . (iv) All fiscal year-end valuations will be calculated determined by the Company in accordance with generally accepted accounting principles, the 1940 Act (even if such valuation is made prior to the date on which the Company has elected to be regulated as a BDC), and payable annually within thirty (30) days the policies and procedures of the end of each calendar year. Company to the extent consistent therewith. (v) In the event this Agreement is terminated, the Capital Gains Fee calculation shall be undertaken as of, and any resulting Capital Gains Fee shall be paid, paid within fifteen (15) days of of, the date of termination. The Adviser may, from time to time, waive or defer all or any part of the compensation described in this Section 10. The parties do hereby expressly authorize and instruct the Company’s administrator, or its successors, to calculate the fee payable hereunder and to remit all payments specified herein to the Adviser.

Capital Gains Fee. The (i) For each fiscal year of the Company, the Adviser shall receive a capital gains fee (the “Capital Gains Fee”) Fee equal to 20% of to: (1) (a) the Company’s net realized capital gain (realized capital gains less realized capital losses) on a cumulative basis from the Commencement All Capital Gains exceeding 7% of Operations Contributed Capital up to 8.4% of Contributed Capital as of the end of such fiscal year, less and (b2) any unrealized capital depreciation at 20% of all Capital Gains exceeding 8.4% of Contributed Capital as of the end of such fiscal year, less less (2B) the aggregate amount of any all Capital Gains Fees paid to the Adviser in all prior fiscal years. ; but in no event exceeding 20% of all Capital Gains for such fiscal year. (ii) Except as provided in Section 10(d)(v), the Capital Gains Fee shall be calculated and payable annually within fifteen (15) days of the end of each calendar year. (iii) For the purposes of this paragraphSection 10(d), realized capital gains on a security shall will be calculated as the excess of the net amount realized from the sale or other disposition of such security over the original cost for the security. Realized capital losses on a security shall will be calculated as the amount by which the net amount realized from the sale or other disposition of such security is less than the original cost of such security. Unrealized capital depreciation on a security shall will be calculated as the amount by which the Company’s original cost of such security exceeds the fair value of such security at the end of a fiscal year. The Capital Gains Fee shall . (iv) All fiscal year-end valuations will be calculated determined by the Company in accordance with generally accepted accounting principles, the 1940 Act (even if such valuation is made prior to the date on which the Company has elected to be regulated as a BDC), and payable annually within thirty (30) days the policies and procedures of the end of each calendar year. Company to the extent consistent therewith. (v) In the event this Agreement is terminated, the Capital Gains Fee calculation shall be undertaken as of, and any resulting Capital Gains Fee shall be paid, paid within fifteen (15) days of of, the date of termination. The Adviser may, from time to time, waive or defer all or any part of the compensation described in this Section 10. The parties do hereby expressly authorize and instruct the Company’s administrator, or its successors, to calculate the fee payable hereunder and to remit all payments specified herein to the Adviser.

Capital Gains Fee. (i) The Adviser shall receive a capital gains fee (the “Capital Gains Fee”Fee equal to: (A) equal to 20% of (1) (a) the Company’s net realized capital gain gains (realized capital gains less realized capital losses) on a cumulative basis from the Commencement of Operations to the end of such fiscal each calendar year, less (b2) any unrealized capital depreciation at the end of such fiscal calendar year, less (2B) the aggregate amount of any all Capital Gains Fees paid to the Adviser in all prior fiscal years. . (ii) Except as provided in Section 10(d)(v), the Capital Gains Fee shall be calculated and payable annually within fifteen (15) days of the end of each calendar year. (iii) For the purposes of this paragraphSection 10(d), realized capital gains on a security shall will be calculated as the excess of the net amount realized from the sale or other disposition of such security over the original cost for the security. Realized capital losses on a security shall will be calculated as the amount by which the net amount realized from the sale or other disposition of such security is less than the original cost of such security. Unrealized capital depreciation on a security shall will be calculated as the amount by which the Company’s original cost of such security exceeds the fair value of such security at the end of a fiscal year. The Capital Gains Fee shall . (iv) All fiscal year-end valuations will be calculated determined by the Company in accordance with generally accepted accounting principles, the 1940 Act (even if such valuation is made prior to the date on which the Company has elected to be regulated as a BDC), and payable annually within thirty (30) days the policies and procedures of the end of each calendar year. Company to the extent consistent therewith. (v) In the event this Agreement is terminated, the Capital Gains Fee calculation shall be undertaken as of, and any resulting Capital Gains Fee shall be paid, paid within fifteen (15) days of of, the date of termination. The Adviser may, from time to time, waive or defer all or any part of the compensation described in this Section 10. The parties do hereby expressly authorize and instruct the Company’s administrator, or its successors, to calculate the fee payable hereunder and to remit all payments specified herein to the Adviser.