Common use of Incentive Fees Clause in Contracts

Incentive Fees. For the avoidance of doubt, the provisions governing incentive fees on existing assets remain intact and shall not be deemed amended by this Agreement. The Investment Manager and each Sub-Advisor may agree in writing from time to time on an incentive fee with respect to particular investments or asset classes managed by such Sub-Advisor. Schedule 2-1 Schedule 2-2 ALL Legacy Incentive Fee Schedule 1. Incentive Fee. In addition to the Management Fee set forth on Schedule 2.1, solely with respect to assets purchased by ALL prior to the Effective Date, the Investment Manager shall pay to ALL an incentive fee equal to twenty percent (20%) of the realized proceeds (including principal repayments and coupon payments, “Proceeds”) in excess of the cost of each investment recommended by ALL, subject to the return of any realized losses on investments recommended by ALL pursuant to this Schedule 2-2 and return of the Preferred Return in respect to each investment, each as fully described below (the “Incentive Fee” and together with the Management Fee, the “Fees”). Specifically, Proceeds from each investment will be allocated as follows: (i) First, to the Investment Manager’s applicable clients (the “Clients”) until such Clients have received an amount equal to: (a) the cost of such investment, plus (b) an amount equal to any previously unreturned realized losses from investments recommended by ALL pursuant to this Schedule 2-2; (ii) Second, to the applicable Clients until such Clients have received an amount equal to interest at the rate of eight percent (8%) per annum, compounded annually, on the cost of such investment, computed from the dates the applicable Clients purchased such investment until the dates that such Clients have been returned the applicable amounts with respect to such investment pursuant to item (i) above (the “Preferred Return”); (iii) Third, (a) 80% to ALL and (b) 20% to the applicable Clients, until ALL has received an amount equal to twenty percent (20%) of the sum of the allocations made pursuant to item (ii) above with respect to such investment and amounts then and previously allocated pursuant to this item (iii) with respect to such investment; and (iv) Finally, 80% to the applicable Clients and 20% to ALL. For the avoidance of doubt, (i) other than temporary impairments, determined by each applicable Client in accordance with such Client’s accounting policies and procedures, shall be treated as realized losses and (ii) the applicable Clients will not receive any unreturned Preferred Return with respect to any investment recommended by ALL from the Proceeds of any other investment recommended by ALL. Upon termination of the Agreement, a clawback calculation will be completed based on the aggregate Proceeds received from all realized investments recommended by ALL pursuant hereto, and ALL shall be required to repay any Incentive Fee previously paid to ALL to the extent that any realized losses from investments recommended by ALL pursuant to this Schedule 2-2 remain unreturned to the applicable Clients upon such termination. 2. Valuation. ALL shall be responsible for determining the value of the Accounts that it manages in accordance with ALL’s existing policies and procedures and shall use commercially reasonable efforts to submit a proposed valuation of such Accounts within 5 business days (but in no event later than 6 business days) following each month-end to the Investment Manager. The parties hereto agree to negotiate in good faith as to any objections raised by the Investment Manager about the valuation of assets in the Accounts for purposes of determining the Fees. Notwithstanding anything to the contrary contained in the Agreement, with respect to the AEL Account (the “AEL Account”) only, each Sub-Advisor shall provide to the Investment Manager either: (a) an auditor’s report prepared in connection with the examination of such Sub-Advisor’s internal controls in accordance with the Statement on Standards for Attestation Engagements 16 Type II audit (“SSAE 16”) or (b) to the extent any Sub-Advisor designates an independent administrator to value the assets purchased for the AEL Account, an auditor’s report prepared in connection with the examination of the independent administrator’s internal controls in accordance with SSAE 16, and in either case provide the auditor’s report pertaining to the applicable SSAE 16 audit to the Investment Manager by no later than 120 days after the end of each calendar year during the term of the Agreement. Accordingly, the failure to obtain a SSAE 16 audit with respect to any Sub-Advisor, other than any Sub-Advisor or independent administrator valuing the AEL Account, shall not give rise to a termination right of the Investment Manager with respect to any Sub-Advisor notwithstanding anything to the contrary contained in the Agreement.

Incentive Fees. For the avoidance of doubt, the provisions governing incentive fees on existing assets remain intact and shall not be deemed amended by this Agreement. The Investment Manager and each Sub-Advisor may agree in writing from time to time on an incentive fee with respect to particular investments or asset classes managed by such Sub-Advisor. Schedule 2-1 Schedule 2-2 ALL Legacy Incentive Fee Schedule 1. Legacy Incentive Fee. In addition to the Management Fee set forth on Schedule 2.1, solely with respect to assets purchased by ALL prior to the Effective Date, the Investment Manager shall pay to ALL an incentive fee equal to twenty percent (20%) of the realized proceeds (including principal repayments and coupon payments, “Proceeds”) in excess of the cost of each investment recommended by ALL, subject to the return of any realized losses on investments recommended by ALL pursuant to this Schedule 2-2 and return of the Preferred Return in respect to each investment, each as fully described below (the “Legacy Incentive Fee” and together with the Management FeeFee and any agreed upon ALL Incentive Fees (as defined below), the “Fees”). Specifically, Proceeds from each investment will be allocated as follows: (i) First, to the Investment Manager’s applicable clients (the “Clients”) until such the applicable Clients have received an amount equal to: (a) the cost of such investment, plus (b) an amount equal to any previously unreturned realized losses from investments recommended by ALL pursuant to this Schedule 2-2; (ii) Second, to the applicable Clients until such Clients have received an amount equal to interest at the rate of eight percent (8%) per annum, compounded annually, on the cost of such investment, computed from the dates the applicable Clients purchased such investment until the dates that such Clients have been returned the applicable amounts with respect to such investment pursuant to item (i) above (the “Preferred Return”); (iii) Third, (a) 80% to ALL and (b) 20% to the applicable Clients, until ALL has received an amount equal to twenty percent (20%) of the sum of the allocations made pursuant to item (ii) above with respect to such investment and amounts then and previously allocated pursuant to this item (iii) with respect to such investment; and (iv) Finally, 80% to the applicable Clients and 20% to ALL. For the avoidance of doubt, (i) other than temporary impairments, determined by each applicable Client in accordance with such Client’s accounting policies and procedures, shall be treated as realized losses and (ii) the applicable Clients will not receive any unreturned Preferred Return with respect to any investment recommended by ALL from the Proceeds of any other investment recommended by ALL. Upon termination of the Agreement, a clawback calculation will be completed based on the aggregate Proceeds received from all realized investments recommended by ALL pursuant hereto, and ALL shall be required to repay any Legacy ALL Incentive Fee previously paid to ALL to the extent that any realized losses from investments recommended by ALL pursuant to this Schedule 2-2 remain unreturned to the applicable Clients upon such termination. The Legacy ALL Incentive Fee will be paid quarterly in arrears. 2. Valuation. ALL shall be responsible for determining the value of the Accounts that it manages in accordance with ALL’s existing policies and procedures and shall use commercially reasonable efforts to submit a proposed valuation of such Accounts within 5 business days (but in no event later than 6 business days) following each month-end to the Investment Manager. The parties hereto agree to negotiate in good faith as to any objections raised by the Investment Manager about the valuation of assets in the Accounts for purposes of determining the Fees. Notwithstanding anything to the contrary contained in the Agreement, with respect to the AEL Account (the “AEL Account”) only, each Sub-Advisor shall provide to the Investment Manager either: (a) an auditor’s report prepared in connection with the examination of such Sub-Advisor’s internal controls in accordance with the Statement on Standards for Attestation Engagements 16 Type II audit (“SSAE 16”) or (b) to the extent any Sub-Advisor designates an independent administrator to value the assets purchased for the AEL Account, an auditor’s report prepared in connection with the examination of the independent administrator’s internal controls in accordance with SSAE 16, and in either case provide the auditor’s report pertaining to the applicable SSAE 16 audit to the Investment Manager by no later than 120 days after the end of each calendar year during the term of the Agreement. Accordingly, the failure to obtain a SSAE 16 audit with respect to any Sub-Advisor, other than any Sub-Advisor or independent administrator valuing the AEL Account, shall not give rise to a termination right of the Investment Manager with respect to any Sub-Advisor notwithstanding anything to the contrary contained in the Agreement.

Incentive Fees. For (i) Commencing with the avoidance of doubtfiscal year ending January 31, the provisions governing 1999, A&M is eligible to receive incentive fees payable by the Company at the sole discretion of the Company's Board of Directors, equal in amount to the bonuses, if any, to which each of the Named Support Employees would be entitled pursuant to the terms of that certain Corporate Bonus Plan adopted by the Company's Board of Directors on existing assets remain intact April 8, 1997 (the "BONUS PLAN"), as if the Named Support Employees were eligible employees under the Bonus Plan; PROVIDED, HOWEVER, that the parties acknowledge and agree that the award of bonuses pursuant to the Bonus Plan is within the discretion of the Company's Board of Directors, and therefore neither A&M nor the Named Support Employees shall not be deemed amended by eligible to receive any incentive fees pursuant to this Agreement. The Investment Manager and each Sub-Advisor may agree Section 4(a)(2) unless the Company's Board of Directors awards bonuses, in writing from time its sole discretion, pursuant to time on an the terms of the Bonus Plan; PROVIDED, FURTHER, HOWEVER, that in no case shall the incentive fee with respect payable to particular investments or asset classes managed by A&M for any such Sub-Advisor. Schedule 2-1 Schedule 2-2 ALL Legacy Incentive Fee Schedule 1. Incentive Fee. In addition to the Management Fee set forth on Schedule 2.1, solely with respect to assets purchased by ALL prior to the Effective Date, the Investment Manager shall pay to ALL an incentive fee equal to twenty Named Support Employee exceed more than 40 percent (2040%) of the realized proceeds base fee payable to A&M for such Named Support Employee pursuant to Section 4(a)(1); and (including principal repayments ii) IF for the fiscal year ended January 31, 1998, the Company achieves a level of EBITDA after the payment of store bonuses that authorizes the payment of bonuses to eligible employees pursuant to the Bonus Plan, and coupon paymentsIF, “Proceeds”after payment of such bonuses to eligible employees, the Company's EBITDA exceeds the corresponding level of "Company EBITDA After Bonuses" as defined in the Bonus Plan, (such excess EBITDA, the "EXCESS EBITDA") THEN out of the Excess EBITDA, the Company shall pay A&M: (A) $125,000 in consideration for the full-time services of Xxxx "Nick" Xxxxxxx performed from February 1, 1997 to January 31, 1998 and (B) in excess consideration for the full-time services of the cost of each investment recommended by ALLXxxxx Xxxxxx performed from February 1, subject 1997 to the return of any realized losses on investments recommended by ALL pursuant to this Schedule 2-2 and return of the Preferred Return in respect to each investmentJanuary 31, each as fully described below (the “Incentive Fee” and together with the Management Fee1998, the “Fees”amount that equals $125,000 MINUS the total payments made by the Company for reimbursement of Xxxxx Xxxxxx'x expenses incurred between February 1, 1997 and January 31, 1998 that would not have been incurred by an employee hired locally to perform the services rendered by Xxxxx Xxxxxx (including, but not limited to, airfare for Xxxxx Xxxxxx to and from Florida and California and lodging for Xxxxx Xxxxxx in California). Specifically)]; PROVIDED, Proceeds from each investment will be allocated as follows: that if the Excess EBITDA is insufficient to cover the amounts set forth in (iA) First, to and (B) of this paragraph then the Investment Manager’s applicable clients (the “Clients”) until such Clients have received an amount equal to: (a) the cost of such investment, plus (b) Company shall pay A&M an amount equal to any previously unreturned realized losses from investments recommended by ALL pursuant to this Schedule 2-2; (ii) Second, to the applicable Clients until such Clients have received an amount equal to interest at the rate of eight percent (8%) per annum, compounded annually, on the cost of such investment, computed from the dates the applicable Clients purchased such investment until the dates that such Clients have been returned the applicable amounts with respect to such investment pursuant to item (i) above (the “Preferred Return”); (iii) Third, (a) 80% to ALL and (b) 20% to the applicable Clients, until ALL has received an amount equal to twenty percent (20%) of the sum of the allocations made pursuant to item (ii) above with respect to such investment and amounts then and previously allocated pursuant to this item (iii) with respect to such investment; and (iv) Finally, 80% to the applicable Clients and 20% to ALL. For the avoidance of doubt, (i) other than temporary impairments, determined by each applicable Client in accordance with such Client’s accounting policies and procedures, shall be treated as realized losses and (ii) the applicable Clients will not receive any unreturned Preferred Return with respect to any investment recommended by ALL from the Proceeds of any other investment recommended by ALL. Upon termination of the Agreement, a clawback calculation will be completed based on the aggregate Proceeds received from all realized investments recommended by ALL pursuant hereto, and ALL shall be required to repay any Incentive Fee previously paid to ALL to the extent that any realized losses from investments recommended by ALL pursuant to this Schedule 2-2 remain unreturned to the applicable Clients upon such terminationExcess EBITDA. 2. Valuation. ALL shall be responsible for determining the value of the Accounts that it manages in accordance with ALL’s existing policies and procedures and shall use commercially reasonable efforts to submit a proposed valuation of such Accounts within 5 business days (but in no event later than 6 business days) following each month-end to the Investment Manager. The parties hereto agree to negotiate in good faith as to any objections raised by the Investment Manager about the valuation of assets in the Accounts for purposes of determining the Fees. Notwithstanding anything to the contrary contained in the Agreement, with respect to the AEL Account (the “AEL Account”) only, each Sub-Advisor shall provide to the Investment Manager either: (a) an auditor’s report prepared in connection with the examination of such Sub-Advisor’s internal controls in accordance with the Statement on Standards for Attestation Engagements 16 Type II audit (“SSAE 16”) or (b) to the extent any Sub-Advisor designates an independent administrator to value the assets purchased for the AEL Account, an auditor’s report prepared in connection with the examination of the independent administrator’s internal controls in accordance with SSAE 16, and in either case provide the auditor’s report pertaining to the applicable SSAE 16 audit to the Investment Manager by no later than 120 days after the end of each calendar year during the term of the Agreement. Accordingly, the failure to obtain a SSAE 16 audit with respect to any Sub-Advisor, other than any Sub-Advisor or independent administrator valuing the AEL Account, shall not give rise to a termination right of the Investment Manager with respect to any Sub-Advisor notwithstanding anything to the contrary contained in the Agreement.