Common use of Compensation of the Co-Advisor Clause in Contracts

Compensation of the Co-Advisor. In consideration for the Co-Advisor’s services hereunder, with respect to each Term Year (as defined herein), the Advisor shall pay the Co-Advisor the fee described herein, payable quarterly in arrears (within five (5) business days of when fees are paid by the Company to the Advisor, but in no event more than thirty (30) calendar days following the applicable calendar quarter with respect to which such fees are payable). (a) With respect to any fees payable by the Company to the Advisor (and not waived) during a Term Year (including, without limitation, the Base Management Fees and Incentive Fees, as such terms are defined in the Advisory Agreement, collectively referred to herein as the “Advisory Fees”), the Co-Advisor shall be entitled to receive up to 50% of any such amounts. For the avoidance of doubt, this includes Incentive Fees payable to the Advisor in connection with the orderly liquidation of the Company’s assets. In addition, up to 50% of any other payment from a third party (not including the Company) to the Advisor in connection with the Company’s portfolio or any transaction involving the Company’s portfolio, including a liquidity event, as such term is described in the Offering Statement, shall be paid to the Co-Advisor. (b) In the event that this Agreement is terminated other than at the end of a calendar year, for purposes of determining fees payable to the Co-Advisor under this Section 3 during the Term Year in which such termination occurs, the Advisory Fees payable to the Advisor shall be calculated as if the Advisory Agreement terminated as of the termination date of this Agreement.

Compensation of the Co-Advisor. In consideration for the Co-Advisor’s services hereunder, with respect to each Term Year (as defined herein), the Advisor shall pay the Co-Advisor the fee described herein, payable quarterly in arrears (within five (5) business days of when fees are paid by the Company to the Advisor, but in no event more than thirty (30) calendar days following the applicable calendar quarter with respect to which such fees are payable); provided, however, that no compensation will be paid to the Co-Advisor under this Section 3 while the Company’s pursues its investment objectives by investing substantially all of its assets in securities of a fund as part of a master-feeder arrangement. (a) With respect to any fees payable by the Company to the Advisor (and not waived) during a Term Year (including, without limitation, the Base Management Fees and Incentive Fees, as such terms are defined in the Advisory Agreement, collectively referred to herein as the “Advisory Fees”), the Co-Advisor shall be entitled to receive up to 50% of any such amounts. For the avoidance of doubt, this includes Incentive Fees payable to the Advisor in connection with the orderly liquidation of the Company’s assets. In addition, up to 50% of any other payment from a third party (not including the Company) to the Advisor in connection with the Company’s portfolio or any transaction involving the Company’s portfolio, including a liquidity event, as such term is described in the Offering Registration Statement, shall be paid to the Co-Advisor. (b) In the event that this Agreement is terminated other than at the end of a calendar year, for purposes of determining fees payable to the Co-Advisor under this Section 3 during the Term Year in which such termination occurs, the Advisory Fees payable to the Advisor shall be calculated as if the Advisory Agreement terminated as of the termination date of this Agreement.

Compensation of the Co-Advisor. In consideration for the Co-Advisor’s services hereunder, with respect to each Term Year (as defined herein), the Advisor shall pay the Co-Advisor the fee described herein, payable quarterly in arrears (within five (5) business days of when fees are paid by the Company to the Advisor, but in no event more than thirty (30) calendar days following the applicable calendar quarter with respect to which such fees are payable); provided, however, that no compensation will be paid to the Co-Advisor under this Section 3 while the Company remains a “wholly owned subsidiary” of the Master Fund, as defined in the 1940 Act (i.e., the Master Fund owns 95% or more of the Company’s outstanding voting securities). (a) With respect to any fees payable by the Company to the Advisor (and not waived) during a Term Year (including, without limitation, the Base Management Fees and Incentive Fees, as such terms are defined in the Advisory Agreement, collectively referred to herein as the “Advisory Fees”), the Co-Advisor shall be entitled to receive up to 50% of any such amounts. For the avoidance of doubt, this includes Incentive Fees payable to the Advisor in connection with the orderly liquidation of the Company’s assets. In addition, up to 50% of any other payment from a third party (not including the Company) to the Advisor in connection with the Company’s portfolio or any transaction involving the Company’s portfolio, including a liquidity event, as such term is described in the Offering Registration Statement, shall be paid to the Co-Advisor. (b) In the event that this Agreement is terminated other than at the end of a calendar year, for purposes of determining fees payable to the Co-Advisor under this Section 3 during the Term Year in which such termination occurs, the Advisory Fees payable to the Advisor shall be calculated as if the Advisory Agreement terminated as of the termination date of this Agreement.

Compensation of the Co-Advisor. In consideration for the Co-Advisor’s services hereunder, with respect to each Term Year (as defined herein), the Advisor shall pay the Co-Advisor the fee described herein, payable quarterly in arrears (within five (5) business days of when fees are paid by the Company to the Advisor, but in no event more than thirty (30) calendar days following the applicable calendar quarter with respect to which such fees are payable).; provided, however, that no compensation will be paid to the Co-Advisor under this Section 3 while the Company remains a “wholly owned subsidiary” of the Master Fund, as defined in the 1940 Act (i.e., the Master Fund owns 95% or more of the Company’s outstanding voting securities).. (a) With respect to any fees payable by the Company to the Advisor (and not waived) during a Term Year (including, without limitation, the Base Management Fees and Incentive Fees, as such terms are defined in the Advisory Agreement, collectively referred to herein as the “Advisory Fees”), the Co-Advisor shall be entitled to receive up to 50% of any such amounts. For the avoidance of doubt, this includes Incentive Fees payable to the Advisor in connection with the orderly liquidation of the Company’s assets. In addition, up to 50% of any other payment from a third party (not including the Company) to the Advisor in connection with the Company’s portfolio or any transaction involving the Company’s portfolio, including a liquidity event, as such term is described in the Offering Registration Statement, shall be paid to the Co-Advisor. (b) In the event that this Agreement is terminated other than at the end of a calendar year, for purposes of determining fees payable to the Co-Advisor under this Section 3 during the Term Year in which such termination occurs, the Advisory Fees payable to the Advisor shall be calculated as if the Advisory Agreement terminated as of the termination date of this Agreement.