Common use of Capital Gains Fee Clause in Contracts

Capital Gains Fee. The second part of the Post-Exchange Listing Incentive Fee, the “Capital Gains Fee”, will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing as of the end of the first fiscal year in which the change from paying the Investment Manager the Pre-Exchange Listing Incentive Fee to the Post-Exchange Listing Incentive Fee is made, and will equal 20.0% of the Fund’s realized capital gains, if any, on a cumulative basis through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation as of each fiscal year end, less the amount of any previously paid capital gain Post-Exchange Listing Incentive Fees, with respect to the Fund; provided that the Post-Exchange Listing Incentive Fee determined as of the end of the fiscal year in which the change from paying the Investment Manager the Pre-Exchange Listing Incentive Fee to the Post-Exchange Listing Incentive Fee is made will be calculated for a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation. In the event that this Agreement shall terminate as of a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee. The Investment Manager will be entitled to withhold from any distributions, in its discretion, any required tax withholdings. Amounts of taxes paid or withheld from amounts otherwise distributable to a Unitholder will be deemed distributed for purposes of the calculations above.

Capital Gains Fee. The second part of the Post-Exchange Listing Incentive Fee, the “Capital Gains Fee”, will be determined and payable in arrears as of the end of each calendar year (or upon termination of this the Investment Management Agreement as set forth below), commencing as of the end of the first fiscal year in which the change from paying the Investment Manager the Pre-Exchange Listing Incentive Fee to the Post-Exchange Listing Incentive Fee is made, and will equal 20.0% of the Fund’s realized capital gains, if any, on a cumulative basis through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation as of each fiscal year end, less the amount of any previously paid capital gain Post-Exchange Listing Incentive Fees, with respect to the Fund; provided that the Post-Exchange Listing Incentive Fee determined as of the end of the fiscal year in which the change from paying the Investment Manager the Pre-Exchange Listing Incentive Fee to the Post-Exchange Listing Incentive Fee is made will be calculated for a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation. In the event that this the Investment Management Agreement shall terminate as of a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee. Notwithstanding anything to the contrary contained in this Agreement, the Investment Manager shall have the right with respect to all Members to waive or reduce, as well as recoup in a subsequent period, any Pre-Exchange Listing Incentive Fee or Post-Exchange Listing Incentive Fee to which it is entitled. The Investment Manager will may also elect not to receive all or any portion of the Pre-Exchange Listing Incentive Fee or Post-Exchange Listing Incentive Fee that would otherwise be entitled earned in any particular calendar quarter, and may cause any or all amounts subsequently available for distribution to withhold from any distributionsthe Members to be paid to the Investment Manager until it has received the same aggregate amount of Pre-Exchange Listing Incentive Fees or Post-Exchange Listing Incentive Fees had it not previously waived receipt of such Pre-Exchange Listing Incentive Fee or Post-Exchange Listing Incentive Fee. Any such Pre-Exchange Listing Incentive Fee or Post-Exchange Listing Incentive Fee may be recouped by the Investment Manager in a future calendar quarter within three years of the date of the applicable waiver of the Pre-Exchange Listing Incentive Fee or Post-Exchange Listing Incentive Fee. All Pre-Exchange Listing Incentive Fees or Post-Exchange Listing Incentive Fees payable or paid to the Investment Manager shall be treated as the payment of a fee for services and not as a distribution with respect to Units for all applicable purposes including U.S. federal, in its discretion, any required state and local income tax withholdingspurposes. Amounts of taxes paid The Investment Manager or withheld from amounts otherwise distributable Managing Members may arrange for the Fund to direct to a Unitholder will be deemed distributed placement agent any portion of the Pre-Exchange Listing Incentive Fee or Post-Exchange Listing Incentive Fee which the Investment Manager is owed for purposes of paying any placement fee that the calculations aboveInvestment Manager owes to such placement agent.

Capital Gains Fee. The second part of the Post-Exchange Listing Incentive Fee, the “Capital Gains Fee”, will be determined and payable in arrears as of the end of each calendar year (or upon termination of this the Investment Management Agreement as set forth below), commencing as of the end of the first fiscal year in which the change from paying the Investment Manager the Pre-following an Exchange Listing Incentive Fee to the Post-Exchange Listing Incentive Fee is madeListing, and will equal 20.0% of the Fund’s realized capital gains, if any, on a cumulative basis through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation as of each fiscal year end, less the amount of any previously paid capital gain Post-Exchange Listing Incentive Fees, with respect to the Fund; provided that the Post-Exchange Listing Incentive Fee determined as of the end of the fiscal year in which the change from paying the Investment Manager the Pre-an Exchange Listing Incentive Fee to the Post-Exchange Listing Incentive Fee is made completed will be calculated for a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation. In the event that this the Investment Management Agreement shall terminate as of a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee. Notwithstanding anything to the contrary contained in this Agreement, the Investment Manager shall have the right with respect to all Members to waive or reduce, as well as recoup in a subsequent period, any Pre-Exchange Listing Incentive Fee or Post-Exchange Listing Incentive Fee to which it is entitled. The Investment Manager will may also elect not to receive all or any portion of the Pre-Exchange Listing Incentive Fee or Post-Exchange Listing Incentive Fee that would otherwise be entitled earned in any particular calendar quarter, and may cause any or all amounts subsequently available for distribution to withhold from any distributionsthe Members to be paid to the Investment Manager until it has received the same aggregate amount of Pre-Exchange Listing Incentive Fees or Post-Exchange Listing Incentive Fees had it not previously waived receipt of such Pre-Exchange Listing Incentive Fee or Post-Exchange Listing Incentive Fee. Any such Pre-Exchange Listing Incentive Fee or Post-Exchange Listing Incentive Fee may be recouped by the Investment Manager in a future calendar quarter within three years of the date of the applicable waiver of the Pre-Exchange Listing Incentive Fee or Post-Exchange Listing Incentive Fee. All Pre-Exchange Listing Incentive Fees or Post-Exchange Listing Incentive Fees payable or paid to the Investment Manager shall be treated as the payment of a fee for services and not as a distribution with respect to Units for all applicable purposes including U.S. federal, in its discretion, any required state and local income tax withholdingspurposes. Amounts of taxes paid The Investment Manager or withheld from amounts otherwise distributable Managing Members may arrange for the Fund to direct to a Unitholder will be deemed distributed placement agent any portion of the Pre-Exchange Listing Incentive Fee or Post-Exchange Listing Incentive Fee which the Investment Manager is owed for purposes of paying any placement fee that the calculations aboveInvestment Manager owes to such placement agent.

Capital Gains Fee. The second part (i) For each fiscal year of the Post-Exchange Listing Incentive FeeCompany (other than the fiscal year in which all of the Company's assets are liquidated), the “Adviser shall receive a Capital Gains Fee”Fee equal to: (1) The sum of all Capital Gains for each fiscal year ending after Inception, will exceeding the Capital Gains Fee First Threshold, up to the Capital Gains Fee Second Threshold and (2) 20% of all Capital Gains for each fiscal year ending after Inception, exceeding the Capital Gains Fee Second Threshold, less (B) the sum of all Income Fees paid hereunder since Inception and prior to the end of such fiscal year, less (C) the aggregate amount of all Capital Gains Fees paid to the Adviser in prior fiscal years ending after Inception. To the extent that, as a result of the Capital Gains Fee Thresholds being reduced by Preliminary Net Investment Income, the calculation of the Capital Gains Fee hereunder would result in the Capital Gains Fee exceeding 20% of all Capital Gains for all such fiscal years, the excess shall be determined deemed an Income Fee and be payable under Section 10(d)(i)(C). In in no event shall the Adviser receive a Capital Gains Fee exceeding 20% of all Capital Gains for all such fiscal years. (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. In no event shall the Adviser receive a Capital Gains Fee exceeding 20% of all Capital Gains for all such fiscal years ending after Inception. (iii) Except as provided in Section 10(e)(vi), the Capital Gains Fee shall be calculated and payable in arrears as annually within fifteen (15) days of the end of each calendar year fiscal year. (or upon termination iv) For the purposes of this Agreement as set forth belowSection 10(e), commencing realized capital gains on a security will be calculated as the excess of the net amount realized from the sale or other disposition of such security over the cost basis for the security. Realized capital losses on a security 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 cost basis of such security. Unrealized capital depreciation on a security will be calculated as the amount by which the Company's cost basis of such security exceeds the fair value of such security at the end of a fiscal year. (v) All fiscal year-end valuations will be determined by the first fiscal year Company in accordance with generally accepted accounting principles, the 1940 Act (even if such valuation is made prior to the date on which the change from paying Company has elected to be regulated as a BDC), and the Investment Manager policies and procedures of the Pre-Exchange Listing Incentive Fee Company to the Post-Exchange Listing Incentive Fee is made, and will equal 20.0% of the Fund’s realized capital gains, if any, on a cumulative basis through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation as of each fiscal year end, less the amount of any previously paid capital gain Post-Exchange Listing Incentive Fees, with respect to the Fund; provided that the Post-Exchange Listing Incentive Fee determined as of the end of the fiscal year in which the change from paying the Investment Manager the Pre-Exchange Listing Incentive Fee to the Post-Exchange Listing Incentive Fee is made will be calculated for a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation. extent consistent therewith. (vi) In the event that this Agreement shall terminate as of a date that is not a calendar year endterminated or the Company's assets are liquidated, the termination date Capital Gains Fee calculation shall be treated undertaken as though it were a calendar year end for purposes of calculating of, and paying a any resulting Capital Gains FeeFee shall be paid within fifteen (15) days of, the date of termination or such liquidation. (vii) Notwithstanding the above, no Capital Gains Fee may be paid to the Adviser until such time as the Company has paid dividends (whether the source of such dividend is capital gains or income) to stockholders equal to 7% per annum on the average weighted Contributed Capital as computed from time to time. The Investment Manager will be entitled Adviser may, from time to withhold from time, waive or defer all or any distributions, in its discretion, any required tax withholdings. Amounts of taxes paid or withheld from amounts otherwise distributable to a Unitholder will be deemed distributed for purposes part of the calculations abovecompensation 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 second part of the Post-Exchange Listing Incentive Fee, Advisor shall receive a capital gains fee (the “Capital Gains Fee”, will be determined and payable in arrears as of the end of each calendar year ) equal to: (or upon termination of this Agreement as set forth below), commencing as of the end of the first fiscal year in which the change from paying the Investment Manager the Pre-Exchange Listing Incentive Fee to the Post-Exchange Listing Incentive Fee is made, and will equal 20.0A) 15% of (i) the FundCompany’s net realized capital gains, if any, gains (realized capital gains less realized capital losses) on a cumulative basis through from the Commencement of Operations to the end of each calendar year, computed net of all realized capital losses and less (ii) any unrealized capital depreciation as at the end of each fiscal year endsuch calendar year, less (B) the aggregate amount of any previously all Capital Gains Fees paid capital gain Post-Exchange Listing Incentive Fees, with respect to the Fund; provided that Advisor in prior fiscal years. Except as set forth in the Post-Exchange Listing Incentive last sentence of this paragraph, the Capital Gains Fee determined as shall be calculated and payable annually within fifteen (15) days of the end of each calendar year. For the fiscal year in which the change from paying the Investment Manager the Pre-Exchange Listing Incentive Fee to the Post-Exchange Listing Incentive Fee is made purposes of this paragraph, realized capital gains on a security 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 a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized the security. Realized capital losses on a security 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 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. All fiscal year-end valuations will be 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 business development company), and unrealized capital depreciationthe policies and procedures of the Company to the extent consistent therewith. If the Company’s shares of common stock become listed on any national securities exchange or automated dealer quotation system, then the Advisor shall use at least 25% of any Capital Gains Fee received on or prior to the second anniversary of the Commencement of Operations to purchase the Company’s common stock in the open market. In the event that this Agreement shall terminate as of a date that is not a calendar year endterminated, the termination date Capital Gains Fee calculation shall be treated undertaken as though it were a calendar year end for purposes of calculating of, and paying a any resulting Capital Gains FeeFee shall be paid within fifteen (15) days of, the date of termination. The Investment Manager will be entitled Advisor may, from time to withhold from time, waive or defer all or any distributions, in its discretion, any required tax withholdings. Amounts of taxes paid or withheld from amounts otherwise distributable to a Unitholder will be deemed distributed for purposes part of the calculations abovecompensation 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 Advisor.

Capital Gains Fee. The second part of the Post-Exchange Listing Incentive Fee, Advisor shall receive a capital gains fee (the “Capital Gains Fee”) equal to: (A) 15% of (i) the Company’s net realized capital gains (realized capital gains less realized capital losses) on a cumulative basis from the Commencement of Operations to the end of each fiscal year, less (ii) any unrealized capital depreciation at the end of such fiscal year, less (B) the aggregate amount of all Capital Gains Fees paid to the Advisor in prior fiscal years. The calculation of the Capital Gains Fee will include any capital gains that result from the cash distributions that are treated as a return of capital. In that regard, any such return of capital will be determined treated as a decrease in our cost basis of an investment for purposes of calculating the Capital Gains Fee. Except as set forth in the last sentence of this paragraph, the Capital Gains Fee shall be calculated and payable in arrears as annually within thirty (30) days of the end of each calendar year (or upon termination fiscal year. For the purposes of this Agreement paragraph, realized capital gains on a security will be calculated as set forth below), commencing the excess of the net amount realized from the sale or other disposition of such security over the adjusted cost basis for the security. Realized capital losses on a security 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 adjusted cost basis of such security. Unrealized capital depreciation on a security will be calculated as the amount by which the Company’s adjusted cost basis of such security exceeds the fair value of such security at the end of a fiscal year. All fiscal year-end valuations will be determined by the first fiscal year Company in accordance with generally accepted accounting principles, the 1940 Act (even if such valuation is made prior to the date on which the change from paying Company has elected to be regulated as a business development company), and the Investment Manager policies and procedures of the Pre-Exchange Listing Incentive Fee Company to the Post-Exchange Listing Incentive Fee is madeextent consistent therewith. If the Company’s shares of common stock become listed on any national securities exchange or automated dealer quotation system, and will equal 20.0then the Advisor shall use at least 25% of the Fund’s realized capital gains, if any, any Capital Gains Fee received on a cumulative basis through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation as of each fiscal year end, less the amount of any previously paid capital gain Post-Exchange Listing Incentive Fees, with respect or prior to the Fund; provided that the Post-Exchange Listing Incentive Fee determined as second anniversary of the end Commencement of Operations to purchase the fiscal year Company’s common stock in which the change from paying the Investment Manager the Pre-Exchange Listing Incentive Fee to the Post-Exchange Listing Incentive Fee is made will be calculated for a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciationopen market. In the event that this Agreement shall terminate as of a date that is not a calendar year endterminated, the termination date Capital Gains Fee calculation shall be treated undertaken as though it were a calendar year end for purposes of calculating of, and paying a any resulting Capital Gains FeeFee shall be paid within thirty (30) days of, the date of termination. The Investment Manager will be entitled Advisor may, from time to withhold from time, waive or defer all or any distributions, in its discretion, any required tax withholdings. Amounts of taxes paid or withheld from amounts otherwise distributable to a Unitholder will be deemed distributed for purposes part of the calculations abovecompensation 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 Advisor.