Common use of Management and Incentive Fees Clause in Contracts

Management and Incentive Fees. 5.1 During the term of this Agreement, the Company will pay Atlas monthly in arrears a management fee equal to 2.5% per annum of the Assets Under Management. The Management fee shall be calculated on a non-consolidated basis, excluding MACC. 5.2 During the term of this Agreement the Company shall pay to Atlas an incentive fee determined as specified in this Section 5.2. The incentive fee shall be calculated on a nonconsolidated basis, excluding MACC. (a) The incentive fee shall be calculated as follows: (i) The amount of the fee shall be 20.0% of the Net Capital Gains, before taxes, resulting from the disposition of investments in the Company's Portfolio Companies or resulting from the disposition of other assets or property of the Company managed by Atlas pursuant to the terms hereof. (ii) Net Capital Gains, before taxes, shall be calculated annually at the end of each fiscal year for the purpose of determining the earned incentive fee, unless this Agreement is terminated prior to the completion of any fiscal year, then such calculation shall be made at the end of such shorter period. A preliminary calculation shall be made on the last business day of each of the three fiscal quarters preceding the end of each fiscal year for the purpose of determining the incentive fee payable under Section 5.2(c)(i) below. Capital Losses and Realized Capital Gains shall not be cumulative (i.e., no Capital Losses nor Realized Capital Gains are carried forward into any subsequent fiscal year). (iii) Notwithstanding anything herein to the contrary, the incentive fee shall not be computed on any assets received by the Company from the Company's predecessors by merger, MorAmerica Financial Corporation and Xxxxxx Plan Liquidation Company, and such assets shall not be included in any calculation of Net Capital Gains. (b) Upon termination of this Agreement, all earned but unpaid incentive fees shall be immediately due and payable. (c) Payment of incentive fees shall be made as follows: (i) To the extent payable, incentive fees shall be paid, in cash, in arrears on the last business day of each fiscal quarter in the fiscal year. (ii) The incentive fee shall be retroactively adjusted as soon as practicable following completion of the valuations at the end of each fiscal year in which this Agreement is in effect to reflect the actual incentive fee due and owing to Atlas, and if such adjustment reveals that Atlas has received more incentive fee income than it is entitled to hereunder, Atlas shall promptly reimburse the Company for the amount of the excess.

Management and Incentive Fees. 5.1 During the term of this Agreement, the Company MACC will pay Atlas InvestAmerica monthly in arrears a management fee equal to 2.5the lesser of 1.5% per annum of the (i) Combined Capital, or (ii) Assets Under Management. The Management fee shall be calculated on a non-consolidated basis, excluding MACC. 5.2 During the term of this Agreement the Company Agreement, MACC shall pay to Atlas InvestAmerica an incentive fee determined as specified in this Section 5.2. The incentive fee shall be calculated on a nonconsolidated basis, excluding MACC. (a) The incentive fee shall be calculated as follows: (i) The amount of the fee shall be 20.013.4% of the Net Capital Gains, before taxes, resulting from the disposition of investments in the CompanyMACC's Portfolio Companies or resulting from the disposition of other assets or property of the Company MACC managed by Atlas InvestAmerica pursuant to the terms hereof. (ii) Net Capital Gains, before taxes, shall be calculated annually at the end of each fiscal year for the purpose of determining the earned incentive fee, unless this Agreement is terminated prior to the completion of any fiscal year, then such calculation shall be made at the end of such shorter period. A preliminary calculation shall be made on the last business day of each of the three fiscal quarters preceding the end of each fiscal year for the purpose of determining the incentive fee payable under Section 5.2(c)(i) below. Capital Losses and Realized Capital Gains shall not be cumulative (i.e., no Capital Losses nor Realized Capital Gains are carried forward into for purposes of calculating the incentive fee for any subsequent fiscal year). (iii) Notwithstanding anything herein to the contrary, the The incentive fee for the fiscal year ended September 30, 2005 shall not be computed based on any assets received by the Company from the Company's predecessors by mergerfull fiscal year, MorAmerica Financial Corporation and Xxxxxx Plan Liquidation Companyeven though this Agreement commenced on April 30, and such assets shall not be included in any calculation of Net Capital Gains2005. (b) Upon termination of this Agreement, but subject to the other limitations of this Section 5.2, all earned but unpaid incentive fees shall be immediately due and payable; provided, however, that incentive fees earned with respect to non-cash Realized Capital Gains shall not be due and owing to InvestAmerica until the cash is received by MACC. Notwithstanding the foregoing, in the event this Agreement is replaced by an agreement having substantially similar terms, no payment pursuant to Section 5.2 shall be payable to InvestAmerica, but any payments accruing pursuant to Section 5.2 shall be payable pursuant to the terms of any such replacement agreement. (c) Payment Subject to other limitations of this Section 5.2, payment of incentive fees shall be made as follows: (i) To the extent payable, the incentive fees fee shall be paid, in cash, in arrears on by the last business day of each fiscal quarter in the fiscal year. (ii) . The incentive fee shall be retroactively adjusted as soon as practicable following completion of the valuations at the end of each fiscal year in which this Agreement is in effect to reflect the actual incentive fee due and owing to AtlasInvestAmerica, and if such adjustment reveals that Atlas InvestAmerica has received more incentive fee income than it is entitled to hereunder, Atlas InvestAmerica shall promptly reimburse the Company MACC for the amount of the such excess. (ii) In the event InvestAmerica earns any incentive fees, the payment of which would cause MACC's Private Capital to be 25% or more impaired, the portion of such fees which causes the impairment shall be paid by MACC into a trust or escrow account established by MACC for the benefit of InvestAmerica. Fees from such account shall be released to InvestAmerica at such time as, and to the extent that, MACC's Private Capital is no longer so impaired. (d) The SBA, MACC and certain others SBICs are parties to an SBA Agreement dated as of December 23, 2004 (the "SBA Agreement"). From the effective date of this Agreement, no incentive fee can be paid until (i) all SBA leverage is paid in full (including interest, fees and principal), and (ii) the escrow fund contemplated by the SBA Agreement is fully funded, the SBA Agreement is terminated or the SBA approves such payment in writing. In addition, MACC and InvestAmerica shall enter into a subordination agreement with SBA to give further effect to the subordination of the incentive fees to SBA under this Section 5.2(d). (e) Earned incentive fees the payment of which is deferred pursuant to this Section 5.2 shall be accrued and shall be paid when permitted by this Section 5.2. (f) The provisions of this Section 5.2 shall survive termination of this Agreement. 5.3 Notwithstanding the foregoing, (i) the management fee contemplated by this Section will not exceed the maximum permitted management fee allowed by SBA rules and regulations and (ii) MACC shall not make any incentive fee payment contemplated by Section 5.2 that is in violation of the rules and regulations of the SBA regarding Retained Earnings Available for Distribution; provided that such payment will be made by MACC to InvestAmerica at such time as MACC has sufficient Retained Earnings Available for Distribution to make such payment.

Management and Incentive Fees. 5.1 During the term of this Agreement, the Company MACC will pay Atlas InvestAmerica monthly in arrears a management fee equal to 2.5the lesser of 1.5% per annum of the (i) Combined Capital, or (ii) Assets Under Management. The Management fee shall be calculated on a non-consolidated basis, excluding MACC. 5.2 During the term of this Agreement the Company Agreement, MACC shall pay to Atlas InvestAmerica an incentive fee determined as specified in this Section 5.2. The incentive fee shall be calculated on a nonconsolidated basis, excluding MACC. (a) The incentive fee shall be calculated as follows: (i) The amount of the fee shall be 20.013.4% of the Net Capital Gains, before taxes, resulting from the disposition of investments in the Company's MACC’s Portfolio Companies or resulting from the disposition of other assets or property of the Company MACC managed by Atlas InvestAmerica pursuant to the terms hereof. (ii) Net Capital Gains, before taxes, shall be calculated annually at the end of each fiscal year for the purpose of determining the earned incentive fee, unless this Agreement is terminated prior to the completion of any fiscal year, then such calculation shall be made at the end of such shorter period. A preliminary calculation shall be made on the last business day of each of the three fiscal quarters preceding the end of each fiscal year for the purpose of determining the incentive fee payable under Section 5.2(c)(i) below. Capital Losses and Realized Capital Gains shall not be cumulative (i.e., no Capital Losses nor Realized Capital Gains are carried forward into for purposes of calculating the incentive fee for any subsequent fiscal year). (iii) Notwithstanding anything herein to the contrary, the incentive fee shall not be computed on any assets received by the Company from the Company's predecessors by merger, MorAmerica Financial Corporation and Xxxxxx Plan Liquidation Company, and such assets shall not be included in any calculation of Net Capital Gains. (b) Upon termination of this Agreement, but subject to the other limitations of this Section 5.2, all earned but unpaid incentive fees shall be immediately due and payable; provided, however, that incentive fees earned with respect to non-cash Realized Capital Gains shall not be due and owing to InvestAmerica until the cash is received by MACC. MACC and InvestAmerica are parties to an Interim Investment Advisory Agreement dated as of April 30, 2005, which has been replaced by this Agreement. For purposes of incentive fee calculations, incentive fees shall be calculated under this Agreement taking into account the period beginning with April 30, 2005. (c) Payment Subject to other limitations of this Section 5.2, payment of incentive fees shall be made as follows: (i) To the extent payable, the incentive fees fee shall be paid, in cash, in arrears on by the last business day of each fiscal quarter in the fiscal year. (ii) . The incentive fee shall be retroactively adjusted as soon as practicable following completion of the valuations at the end of each fiscal year in which this Agreement is in effect to reflect the actual incentive fee due and owing to AtlasInvestAmerica, and if such adjustment reveals that Atlas InvestAmerica has received more incentive fee income than it is entitled to hereunder, Atlas InvestAmerica shall promptly reimburse the Company MACC for the amount of the such excess. (ii) In the event InvestAmerica earns any incentive fees, the payment of which would cause MACC’s Private Capital to be 25% or more impaired, the portion of such fees which causes the impairment shall be paid by MACC into a trust or escrow account established by MACC for the benefit of InvestAmerica. Fees from such account shall be released to InvestAmerica at such time as, and to the extent that, MACC’s Private Capital is no longer so impaired. (d) The SBA, MACC and certain others SBICs are parties to an SBA Agreement dated as of December 23, 2004 (the “SBA Agreement”). From the effective date of this Agreement, no incentive fee can be paid until (i) all SBA leverage is paid in full (including interest, fees and principal), and (ii) the escrow fund contemplated by the SBA Agreement is fully funded, the SBA Agreement is terminated or the SBA approves such payment in writing. In addition, MACC and InvestAmerica shall enter into a subordination agreement with SBA to give further effect to the subordination of the incentive fees to SBA under this Section 5.2(d). (e) Earned incentive fees the payment of which is deferred pursuant to this Section 5.2 shall be accrued and shall be paid when permitted by this Section 5.2. (f) The provisions of this Section 5.2 shall survive termination of this Agreement. 5.3 Notwithstanding the foregoing, (i) the management fee contemplated by this Section will not exceed the maximum permitted management fee allowed by SBA rules and regulations and (ii) MACC shall not make any incentive fee payment contemplated by Section 5.2 that is in violation of the rules and regulations of the SBA regarding Retained Earnings Available for Distribution; provided that such payment will be made by MACC to InvestAmerica at such time as MACC has sufficient Retained Earnings Available for Distribution to make such payment.

Management and Incentive Fees. 5.1 During the term of this Agreement, the Company will pay Atlas Eudaimonia monthly in arrears a management fee equal to 2.52.0% per annum of the Assets Under Management. The Management fee shall be calculated on a non-consolidated basis, excluding MACCattributable to Existing Portfolio Companies. 5.2 During the term of this Agreement, the Company will pay Eudaimonia monthly in arrears a management fee equal to 2.0% per annum of the Assets Under Management attributable to New Portfolio Companies. 5.3 During the term of this Agreement the Company shall pay to Atlas an Eudaimonia incentive fee fees determined as specified in this Section 5.2. The 5.3; provided, however, that the amount of the incentive fee shall be calculated on a nonconsolidated basispaid by the Company and all incentive compensation, excluding MACCin any fiscal year, may not exceed the limit prescribed by Section 205(b)(3) of the Investment Advisers Act of 1940. (a) The incentive fee attributable to Existing Portfolio Companies shall be calculated as follows: (i) The amount of the fee shall be 20.013.4% of the Net Capital Gains, before taxes, resulting from the disposition of investments in the Company's Existing Portfolio Companies or resulting from the disposition of other assets or property of the Company acquired prior to the Effective Date and managed by Atlas Eudaimonia pursuant to the terms hereof. (ii) Net Capital Gains, before taxes, shall be calculated annually at the end of each fiscal year for the purpose of determining the earned incentive fee, unless this Agreement is terminated prior to the completion of any fiscal year, then such calculation shall be made at the end of such shorter period. A preliminary calculation shall be made on the last business day of each of the three fiscal quarters preceding the end of each fiscal year for the purpose of determining the incentive fee payable under Section 5.2(c)(i5.2(d)(i) below. Capital Losses and Realized Capital Gains shall not be cumulative (i.e., no Capital Losses nor Realized Capital Gains are carried forward into any subsequent fiscal year). (iiib) Notwithstanding anything herein The incentive fee attributable to New Portfolio Companies shall be calculated as follows: (i) The amount of the fee shall be 20.0% of the Net Capital Gains, before taxes, resulting from the disposition of investments in New Portfolio Companies or resulting from the disposition of other assets or property of the Company acquired after the Effective Date and managed by Eudaimonia pursuant to the contraryterms hereof. (ii) Net Capital Gains, before taxes, shall be calculated annually at the end of each fiscal year for the purpose of determining the earned incentive fee, unless this Agreement is terminated prior to the completion of any fiscal year, then such calculation shall be made at the end of such shorter period. A preliminary calculation shall be made on the last business day of each of the three fiscal quarters preceding the end of each fiscal year for the purpose of determining the incentive fee payable under Section 5.2(d)(i) below. Capital Losses and Realized Capital Gains shall not be computed on cumulative (i.e., no Capital Losses nor Realized Capital Gains are carried forward into any assets received by the Company from the Company's predecessors by merger, MorAmerica Financial Corporation and Xxxxxx Plan Liquidation Company, and such assets shall not be included in any calculation of Net Capital Gainssubsequent fiscal year). (bc) Net Capital Gains with respect to Existing Portfolio Companies or resulting from the disposition of other assets or property of the Company acquired prior to the Effective Date under 5.3 (a) shall be calculated and paid independently from Net Capital Gains with respect to New Portfolio Companies or resulting from the disposition of other assets or property of the Company acquired after the Effective Date under 5.3(b). (d) Upon termination of this Agreement, all earned but unpaid incentive fees shall be immediately due and payable. (ce) Payment of incentive fees shall be made as follows: (i) To the extent payable, incentive fees shall be paid, in cash, in arrears on the last business day of each fiscal quarter in the fiscal year. (ii) The incentive fee shall be retroactively adjusted as soon as practicable following completion of the valuations at the end of each fiscal year in which this Agreement is in effect to reflect the actual incentive fee due and owing to AtlasEudaimonia, and if such adjustment reveals that Atlas Eudaimonia has received more incentive fee income than it is entitled to hereunder, Atlas Eudaimonia shall promptly reimburse the Company for the amount of the excess.

Management and Incentive Fees. 5.1 During the term of this Agreement, the Company will pay Atlas Eudaimonia monthly in arrears a management fee equal to 2.52.0% per annum of the Assets Under Management. The Management fee shall be calculated on a non-consolidated basis, excluding MACCattributable to Existing Portfolio Companies. 5.2 During the term of this Agreement, the Company will pay Eudaimonia monthly in arrears a management fee equal to 2.0% per annum of the Assets Under Management attributable to New Portfolio Companies. 5.3 During the term of this Agreement the Company shall pay to Atlas an Eudaimonia incentive fee fees determined as specified in this Section 5.2. The 5.3; provided, however, that the amount of the incentive fee shall be calculated on a nonconsolidated basispaid by the Company and all incentive compensation, excluding MACCin any fiscal year, may not exceed the limit prescribed by Section 205(b)(3) of the Investment Advisers Act of 1940. (a) The incentive fee attributable to Existing Portfolio Companies shall be calculated as follows: (i) The amount of the fee shall be 20.013.4% of the Net Capital Gains, before taxes, resulting from the disposition of investments in the Company's Existing Portfolio Companies or resulting from the disposition of other assets or property of the Company acquired prior to the Effective Date and managed by Atlas Eudaimonia pursuant to the terms hereof. (ii) Net Capital Gains, before taxes, shall be calculated annually at the end of each fiscal year for the purpose of determining the earned incentive fee, unless this Agreement is terminated prior to the completion of any fiscal year, then such calculation shall be made at the end of such shorter period. A preliminary calculation shall be made on the last business day of each of the three fiscal quarters preceding the end of each fiscal year for the purpose of determining the incentive fee payable under Section 5.2(c)(i5.2(d)(i) below. Capital Losses and Realized Capital Gains shall not be cumulative (i.e., no Capital Losses nor Realized Capital Gains are carried forward into any subsequent fiscal year). (iiib) Notwithstanding anything herein The incentive fee attributable to New Portfolio Companies shall be calculated as follows: (i) The amount of the fee shall be 20.0% of the Net Capital Gains, before taxes, resulting from the disposition of investments in New Portfolio Companies or resulting from the disposition of other assets or property of the Company acquired after the Effective Date and managed by Eudaimonia pursuant to the contraryterms hereof. (ii) Net Capital Gains, before taxes, shall be calculated annually at the end of each fiscal year for the purpose of determining the earned incentive fee, unless this Agreement is terminated prior to the completion of any fiscal year, then such calculation shall be made at the end of such shorter period. A preliminary calculation shall be made on the last business day of each of the three fiscal quarters preceding the end of each fiscal year for the purpose of determining the incentive fee payable under Section 5.2(d)(i) below. Capital Losses and Realized Capital Gains shall not be computed on cumulative (i.e., no Capital Losses nor Realized Capital Gains are carried forward into any assets received by the Company from the Company's predecessors by merger, MorAmerica Financial Corporation and Xxxxxx Plan Liquidation Company, and such assets shall not be included in any calculation of Net Capital Gainssubsequent fiscal year). (bc) Net Capital Gains with respect to Existing Portfolio Companies or resulting from the disposition of other assets or property of the Company acquired prior to the Effective Date under 5.3(a) shall be calculated and paid independently from Net Capital Gains with respect to New Portfolio Companies or resulting from the disposition of other assets or property of the Company acquired after the Effective Date under 5.3(b). (d) Upon termination of this Agreement, all earned but unpaid incentive fees shall be immediately due and payable. (ce) Payment of incentive fees shall be made as follows: (i) To the extent payable, incentive fees shall be paid, in cash, in arrears on the last business day of each fiscal quarter in the fiscal year. (ii) The incentive fee shall be retroactively adjusted as soon as practicable following completion of the valuations at the end of each fiscal year in which this Agreement is in effect to reflect the actual incentive fee due and owing to AtlasEudaimonia, and if such adjustment reveals that Atlas Eudaimonia has received more incentive fee income than it is entitled to hereunder, Atlas Eudaimonia shall promptly reimburse the Company for the amount of the excess.

Management and Incentive Fees. 5.1 During the term of this Agreement, the Company will pay Atlas InvestAmerica monthly in arrears a management fee equal to 2.51.5% per annum of the Assets Under Management. The Management fee shall be calculated on a non-consolidated basis, excluding MACCMorAmerica Capital Corporation. 5.2 During the term of this Agreement the Company shall pay to Atlas InvestAmerica an incentive fee determined as specified in this Section 5.2. The incentive fee shall be calculated on a nonconsolidated basis, excluding MACCMorAmerica Capital Corporation. (a) The incentive fee shall be calculated as follows: (i) The amount of the fee shall be 20.013.4% of the Net Capital Gains, before taxes, resulting from the disposition of investments in the Company's ’s Portfolio Companies or resulting from the disposition of other assets or property of the Company managed by Atlas InvestAmerica pursuant to the terms hereof. (ii) Net Capital Gains, before taxes, shall be calculated annually at the end of each fiscal year for the purpose of determining the earned incentive fee, unless this Agreement is terminated prior to the completion of any fiscal year, then such calculation shall be made at the end of such shorter period. A preliminary calculation shall be made on the last business day of each of the three fiscal quarters preceding the end of each fiscal year for the purpose of determining the incentive fee payable under Section 5.2(c)(i) below. Capital Losses and Realized Capital Gains shall not be cumulative (i.e., no Capital Losses nor Realized Capital Gains are carried forward into any subsequent fiscal year). (iii) Notwithstanding anything herein to the contrary, the incentive fee shall not be computed on any assets received by the Company from the Company's ’s predecessors by merger, MorAmerica Financial Corporation and Xxxxxx Plan Liquidation Company, and such assets shall not be included in any calculation of Net Capital Gains. (b) Upon termination of this Agreement, Agreement all earned but unpaid incentive fees shall be immediately due and payable; provided, however, that incentive fees earned with respect to non-cash Realized Capital Gains shall not be due and owing to InvestAmerica until the cash is received by the Company. The Company and InvestAmerica are parties to the Interim Agreement, which has been replaced by this Agreement. For purposes of inventive fee calculations, incentive fees shall be calculated under this Agreement taking into account the period beginning with April 30, 2005. (c) Payment of incentive fees shall be made as follows: (i) To the extent payable, incentive fees shall be paid, in cash, in arrears on the last business day of each fiscal quarter in the fiscal year. (ii) The incentive fee shall be retroactively adjusted as soon as practicable following completion of the valuations at the end of each fiscal year in which this Agreement is in effect to reflect the actual incentive fee due and owing to AtlasInvestAmerica, and if such adjustment reveals that Atlas InvestAmerica has received more incentive fee income than it is entitled to hereunder, Atlas InvestAmerica shall promptly reimburse the Company for the amount of the excess.

Management and Incentive Fees. 5.1 During the term of this Agreement, the Company MACC will pay Atlas InvestAmerica monthly in arrears a management fee equal to 2.5% per annum of the Capital Under Management, but in no event more than 2.5% per annum. of the Assets Under Management. The Management fee shall be calculated on a non-consolidated basis, excluding MACC. 5.2 During the term of this Agreement the Company MACC shall pay to Atlas InvestAmerica an incentive fee determined as specified in this Section 5.2. The incentive fee shall be calculated on a nonconsolidated basis, excluding MACC. (a) The incentive fee shall be calculated as follows: (i) The amount of the fee shall be 20.013.4% of the Net Capital Gains, before taxes, resulting from the disposition of investments in the CompanyMACC's Portfolio Companies or resulting from the disposition of other assets or property of the Company MACC managed by Atlas InvestAmerica pursuant to the terms hereof. (ii) Net Capital Gains, before taxes, shall be calculated annually at the end of each fiscal year for the purpose of determining the earned incentive fee, unless this Agreement is terminated prior to the completion of any fiscal year, then such calculation shall be made at the end of such shorter period. A preliminary calculation shall be made on the last business day of each of the three fiscal quarters preceding the end of each fiscal year for the purpose of determining the incentive fee payable under Section 5.2(c)(i) below. Capital Losses and Realized Capital Gains shall not be cumulative (i.e., no Capital Losses nor Realized Capital Gains are carried forward into any subsequent fiscal year). (iii) Notwithstanding anything herein to the contrary, the assets on which the incentive fee shall not be computed on any calculated shall include all assets received owned by MACC prior to the Company from time of the Company's predecessors by merger, mergers of MorAmerica Financial Corporation and Xxxxxx Plan Morrxx Xxxn Liquidation Company into the Company, and such assets shall not be included in any calculation of Net Capital Gains. (b) Upon termination of this Agreement, all earned but unpaid incentive fees shall be immediately due and payable. (c) Payment of incentive fees shall be made as follows: (i) To the extent payable, the incentive fees fee shall be paid, in cash, in arrears on by the last business day of each fiscal quarter in the fiscal year. (ii) . The incentive fee shall be retroactively adjusted as soon as practicable following completion of the valuations at the end of each fiscal year in which this Agreement is in effect to reflect the actual incentive fee due and owing to AtlasInvestAmerica, and if such adjustment reveals that Atlas InvestAmerica has received more incentive fee income than it is entitled to hereunder, Atlas shall promptly reimburse the Company for the amount of the excess.income

Management and Incentive Fees. 5.1 During the term of this Agreement, the Company MACC will pay Atlas InvestAmerica monthly in arrears a management fee equal to 2.5% per annum of the Capital Under Management, but in no event more than either: (i) 2.5% per annum. of the Assets Under Management. The Management fee shall be calculated on a non-consolidated basis, excluding MACCor (ii) 7.5% of Regulatory Capital. 5.2 During the term of this Agreement the Company Agreement, MACC shall pay to Atlas InvestAmerica an incentive fee determined as specified in this Section 5.2. The incentive fee shall be calculated on a nonconsolidated basis, excluding MACC. (a) The incentive fee shall be calculated as follows: (i) The amount of the fee shall be 20.013.4% of the Net Capital Gains, before taxes, resulting from the disposition of investments in the CompanyMACC's Portfolio Companies or resulting from the disposition of other assets or property of the Company MACC managed by Atlas InvestAmerica pursuant to the terms hereof. (ii) Net Capital Gains, before taxes, shall be calculated annually at the end of each fiscal year for the purpose of determining the earned incentive fee, unless this Agreement is terminated prior to the completion of any fiscal year, then such calculation shall be made at the end of such shorter period. A preliminary calculation shall be made on the last business day of each of the three fiscal quarters preceding the end of each fiscal year for the purpose of determining the incentive fee payable under Section 5.2(c)(i) below. Capital Losses and Realized Capital Gains shall not be cumulative (i.e., no Capital Losses nor Realized Capital Gains are carried forward into any subsequent fiscal year). (iii) Notwithstanding anything herein to the contrary, the assets on which the incentive fee shall not be computed on any calculated shall include all assets received owned by MACC prior to the Company from time of the Company's predecessors by merger, mergers of MorAmerica Financial Corporation and Xxxxxx Plan Morrxx Xxxn Liquidation Company into the Company, and such assets shall not be included in any calculation of Net Capital Gains. (b) Upon termination of this Agreement, all earned but unpaid incentive fees shall be immediately due and payable; provided, however, that incentive fees earned with respect to non-cash Realized Capital Gains shall not be due and owing to InvestAmerica until the cash is received by MACC. (c) Payment of incentive fees shall be made as follows: (i) To the extent payable, the incentive fees fee shall be paid, in cash, in arrears on by the last business day of each fiscal quarter in the fiscal year. (ii) . The incentive fee shall be retroactively adjusted as soon as practicable following completion of the valuations at the end of each fiscal year in which this Agreement is in effect to reflect the actual incentive fee due and owing to AtlasInvestAmerica, and if such adjustment reveals that Atlas InvestAmerica has received more incentive fee income than it is entitled to hereunder, Atlas InvestAmerica shall promptly reimburse the Company MACC for the amount of the such excess. (ii) In the event MACC earns any incentive fees, the payment of which would cause MACC's Regulatory Capital to be 25% or more impaired, the portion of such fees which causes the impairment shall be paid by MACC into a trust or escrow account established by MACC for the benefit of InvestAmerica. Fees from such account shall be released to InvestAmerica at such time as, and to the extent that, MACC's Regulatory Capital is no longer so impaired.

Management and Incentive Fees. 5.1 During the term of this Agreement, the Company MACC will pay Atlas monthly in arrears a management fee equal to 2.5% per annum of the Capital Under Management, but in no event shall the management fee be more than either: (i) 2.5% per annum of the Assets Under Management. The Management fee shall be calculated on a non-consolidated basis, excluding MACCor (ii) 7.5% of Regulatory Capital. 5.2 During the term of this Agreement the Company MACC shall pay to Atlas an incentive fee determined as specified in this Section 5.2. The incentive fee shall be calculated on a nonconsolidated basis, excluding MACC. (a) The incentive fee shall be calculated as follows: (i) The amount of the fee shall be 20.0% of the Net Capital Gains, before taxes, resulting from the disposition of investments in the CompanyMACC's Portfolio Companies or resulting from the disposition of other assets or property of the Company MACC managed by Atlas pursuant to the terms hereof. (ii) Net Capital Gains, before taxes, shall be calculated annually at the end of each fiscal year for the purpose of determining the earned incentive fee, unless this Agreement is terminated prior to the completion of any fiscal year, then such calculation shall be made at the end of such shorter period. A preliminary calculation shall be made on the last business day of each of the three fiscal quarters preceding the end of each fiscal year for the purpose of determining the incentive fee payable under Section 5.2(c)(i) below. Capital Losses and Realized Capital Gains shall not be cumulative (i.e., no Capital Losses nor Realized Capital Gains are carried forward into any subsequent fiscal year). (iii) Notwithstanding anything herein to the contrary, the assets on which the incentive fee shall not be computed on any calculated shall include all assets received owned by MACC prior to the Company from time of the Company's predecessors by merger, mergers of MorAmerica Financial Corporation and Xxxxxx Plan Liquidation Company into the Company, and such assets shall not be included in any calculation of Net Capital Gains. (b) Upon termination of this Agreement, all earned but unpaid incentive fees shall be immediately due and payable; provided, however, that incentive fees earned with respect to non-cash Realized Capital Gains shall not be due and owing to InvestAmerica until the cash is received by MACC. (c) Payment of incentive fees shall be made as follows: (i) To the extent payable, the incentive fees fee shall be paid, in cash, in arrears on by the last business day of each fiscal quarter in the fiscal year. (ii) . The incentive fee shall be retroactively adjusted as soon as practicable following completion of the valuations at the end of each fiscal year in which this Agreement is in effect to reflect the actual incentive fee due and owing to Atlas, and if such adjustment reveals that Atlas has received more incentive fee income than it is entitled to hereunder, Atlas shall promptly reimburse the Company MACC for the amount of the such excess. (ii) In the event MACC earns any incentive fees, the payment of which would cause MACC's Private Capital to be 25% or more impaired, the portion of such fees which causes the impairment shall be paid by MACC into a trust or escrow account established by MACC for the benefit of Atlas. Fees from such account shall be released to Atlas at such time as, and to the extent that, MACC's Private Capital is no longer so impaired.

Management and Incentive Fees. 5.1 During the term of this Agreement, the Company will pay Atlas InvestAmerica monthly in arrears a management fee equal to 2.51.5% per annum of the Assets Under Management. The Management fee shall be calculated on a non-consolidated basis, excluding MACCMorAmerica Capital Corporation. 5.2 During the term of this Agreement the Company shall pay to Atlas InvestAmerica an incentive fee determined as specified in this Section 5.2. The incentive fee shall be calculated on a nonconsolidated basis, excluding MACCMorAmerica Capital Corporation. (a) The incentive fee shall be calculated as follows: (i) The amount of the fee shall be 20.013.4% of the Net Capital Gains, before taxes, resulting from the disposition of investments in the Company's Portfolio Companies or resulting from the disposition of other assets or property of the Company managed by Atlas InvestAmerica pursuant to the terms hereof. (ii) Net Capital Gains, before taxes, shall be calculated annually at the end of each fiscal year for the purpose of determining the earned incentive fee, unless this Agreement is terminated prior to the completion of any fiscal year, then such calculation shall be made at the end of such shorter period. A preliminary calculation shall be made on the last business day of each of the three fiscal quarters preceding the end of each fiscal year for the purpose of determining the incentive fee payable under Section 5.2(c)(i) below. Capital Losses and Realized Capital Gains shall not be cumulative (i.e., no Capital Losses nor Realized Capital Gains are carried forward into any subsequent fiscal year). (iii) Notwithstanding anything herein to the contrary, the The incentive fee for the fiscal year ended September 30, 2005 shall not be computed based on any assets received by the Company from the Company's predecessors by mergerfull fiscal year, MorAmerica Financial Corporation and Xxxxxx Plan Liquidation Companyeven though this Agreement commenced on April 30, and such assets shall not be included in any calculation of Net Capital Gains2005. (b) Upon termination of this Agreement, Agreement all earned but unpaid incentive fees shall be immediately due and payable; provided, however, that incentive fees earned with respect to non-cash Realized Capital Gains shall not be due and owing to InvestAmerica until the cash is received by the Company. Notwithstanding the foregoing, in the event this Agreement is replaced by an agreement having substantially similar terms, no payment pursuant to Section 5.2 shall be payable to InvestAmerica, but any payments accruing pursuant to Section 5.2 shall be payable pursuant to the terms of any such replacement agreement. (c) Payment of incentive fees shall be made as follows: (i) To the extent payable, incentive fees shall be paid, in cash, in arrears on the last business day of each fiscal quarter in the fiscal year. (ii) The incentive fee shall be retroactively adjusted as soon as practicable following completion of the valuations at the end of each fiscal year in which this Agreement is in effect to reflect the actual incentive fee due and owing to AtlasInvestAmerica, and if such adjustment reveals that Atlas InvestAmerica has received more incentive fee income than it is entitled to hereunder, Atlas InvestAmerica shall promptly reimburse the Company for the amount of the excess.