Common use of Compensation and Expenses; Covenant Clause in Contracts

Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn management fees and expense reimbursements in the form of SPC Preferred shares of the Portfolio equal to 1.5% of the total SPC shares of the Portfolio outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company. For the avoidance of doubt, no fees or expense reimbursements in the form of SPC Preferred shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). The SPC Preferred shares will be exchangeable for Class A shares of the Company at an exchange rate of 1 for 1. In addition, the Administrator may, in its sole discretion, reduce or waive management fees, in whole or in part.