Common use of Reimbursement of Expense Payments by the Company Clause in Contracts

Reimbursement of Expense Payments by the Company. (a) Following any quarter in which Available Operating Funds exceed the cumulative distributions paid by the Company in respect of such quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor until such time as all Expense Payments made by Advisor to the Company within three years prior to the last business day of such quarter have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment”. (b) Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such quarter that have not been previously reimbursed by the Company to the Advisor. (c) Notwithstanding anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statements.

Reimbursement of Expense Payments by the Company. (a) Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions paid by to the Company Company’s stockholders in respect of such calendar quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor FSH until such time as all Expense Payments made by Advisor FSH to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment.”. (b) Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor FSH to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the AdvisorFSH. (c) Notwithstanding anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any calendar quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, distribution fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal feescosts, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statements.

Reimbursement of Expense Payments by the Company. (a) Following any quarter month in which Available Operating Funds exceed the cumulative distributions paid by the Company in respect of such quarter month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor until such time as all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such quarter month have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment”". (b) Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any quarter month shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter month and (ii) the aggregate amount of all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such quarter month that have not been previously reimbursed by the Company to the Advisor. (c) Notwithstanding anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any quarter month shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock shares of beneficial interest for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock shares of beneficial interest represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, ““ Other Operating ExpensesExpenses ” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing and shareholder servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s 's operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statements.

Reimbursement of Expense Payments by the Company. (a) Following any calendar quarter in which Available Operating Funds exceed the cumulative ordinary cash distributions paid by the Company in respect of such calendar quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor Freedom Capital Investment Advisors until such time as all Expense Payments made by Advisor Freedom Capital Investment Advisors to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment.”. (b) Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor Freedom Capital Investment Advisors to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the AdvisorFreedom Capital Investment Advisors. (c) Notwithstanding anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any calendar quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statements.

Reimbursement of Expense Payments by the Company. (a) 2.1 Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions paid by declared to the Company Company’s shareholders in respect of such calendar quarter and such excess is intended to be used to pay expenses qualifying as a Reimbursable Expense (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections 2(b), 2(c) and 2(d), as applicableSection 2.2, to the Advisor Adviser or accrue such Excess Operating Funds as a liability until such time as all Expense Payments made by Advisor the Adviser to the Company within three (3) years prior to the last business day of such calendar quarter have been reimbursedreimbursed or waived. Any payments required to be made by the Company pursuant to this Section 2(a) 2.1 shall be referred to herein as a “Reimbursement Payment.”. (b) Subject to Sections 2(c) and 2(d), as applicable, the 2.2 The amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and calendar quarter, or (ii) the aggregate amount of all Expense Payments made by the Advisor Adviser to the Company (or otherwise accrued by the Adviser with respect to the Company) within three (3) years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the AdvisorAdviser. (c) Notwithstanding anything 2.3 The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the contrary in this Agreement, Company and the amount proportionate right to such share of the Reimbursement Payment shall be an asset of the Adviser no later than the last business day of the applicable calendar quarter. The Reimbursement Payment for any calendar quarter shall shall, as promptly as possible, be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares Adviser in any combination of cash or other immediately available funds. Any Reimbursement Payments shall be deemed to have reimbursed the Company’s common stock Adviser for the fiscal year-to-date period after taking such Expense Payments into account and (ii) in chronological order beginning with the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such oldest Expense Payment was made (provided, however, that eligible for reimbursement under this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statementsSection 2.

Reimbursement of Expense Payments by the Company. (a) 2.1 Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions paid by the Company declared to a Class’ shareholders in respect of such calendar quarter (the amount of such excess being hereinafter referred to as “"Excess Operating Funds”"), the Company shall pay as an expense of the applicable Class such Excess Operating Funds, or a portion thereof, in accordance with Sections 2(b), 2(c) and 2(d), as applicableSection 2.2, to CAM or accrue such Excess Operating Funds as a liability of the Advisor applicable Class until such time as all Expense Payments made by Advisor CAM to the Company such Class within three (3) years prior to the last business day of such calendar quarter have been reimbursedreimbursed or waived. Any payments required to be made by the Company pursuant to this Section 2(a) 2.1 shall be referred to herein as a “"Reimbursement Payment”." (b) Subject to Sections 2(c) and 2(d)2.2 Notwithstanding anything contained in Section 2.1 of this Agreement, as applicable, the amount of the in no event shall a Reimbursement Payment be payable by the Company with respect to any Class for any quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter unless and (ii) the aggregate amount of all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such quarter that have not been previously reimbursed by the Company to the Advisor. (c) Notwithstanding anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any quarter shall be reduced to the extent that such Reimbursement Payment, Payment (together with all any other Reimbursement Payments paid made during that the fiscal year, would ) does not cause Other Fund Operating Expenses attributable to such Class (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company with respect to such Class during such fiscal year) during the applicable quarter to exceed the lesser of (i) 1.75% percentage of the Company’s Class’ average net assets attributable to the common shares of the Company’s common stock for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Fund Operating Expenses (on an annualized basis) during the fiscal year quarter in which such expense support payment from CAM was made. 2.3 Notwithstanding anything to the contrary in this Agreement, no Reimbursement Payment shall be made if the Effective Rate of Distributions Per Share declared by the Company for the applicable Class at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share for such Class at the time the Expense Payment was made (provided, however, that this clause (ii) shall not apply to any which such Reimbursement Payment which relates to an Expense Payment made during the same fiscal year)relates. For purposes of this the Agreement, “Other Operating ExpensesEffective Rate of Distributions Per Share” means the Company’s total Operating Expenses (as defined below), excluding base management actual declared distribution rate per share exclusive of return of capital and distribution rate reduction due to distribution and shareholder fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statementsif any.

Reimbursement of Expense Payments by the Company. (a) Following any calendar quarter in which Available Operating Funds exceed (x) the cumulative ordinary cash distributions received by the Company from the Fund in such quarter exceed (y) the sum of the cumulative ordinary cash distributions paid by the Company in respect of such quarter, plus the Company’s aggregate Operating Expenses in such quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor FSH until such time as all Expense Payments made by Advisor FSH to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment.”. (b) Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such calendar quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor FSH to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the AdvisorFSH. (c) Notwithstanding anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any calendar quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock shares for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock shares represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below)Expenses, excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions distribution fees and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies, excluding organization and offering costs. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statements.

Reimbursement of Expense Payments by the Company. (a) Following any calendar quarter in which Available Operating Funds exceed the cumulative ordinary cash distributions paid by the Company in respect of such calendar quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor FSH until such time as all Expense Payments made by Advisor FSH to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment.”. (b) Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor FSH to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the AdvisorFSH. (c) Notwithstanding anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any calendar quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statements.

Reimbursement of Expense Payments by the Company. (a) Following any quarter in which Available Operating Funds exceed the cumulative distributions paid by the Company in respect of such quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor until such time as all Expense Payments made by Advisor to the Company within three years prior to the last business day of such quarter have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment”. (b) Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such quarter that have not been previously reimbursed by the Company to the Advisor. (c) Notwithstanding anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, ““ Other Operating Expenses” Expenses “means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing and shareholder servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statements.

Reimbursement of Expense Payments by the Company. (a) Following any calendar quarter in which Available Operating Funds exceed the cumulative ordinary cash distributions paid by the Company in respect of such calendar quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor FSH until such time as all Expense Payments made by Advisor FSH to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment.”. (b) Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor FSH to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the AdvisorFSH. (c) Notwithstanding anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any calendar quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock shares of beneficial interest for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock shares of beneficial interest represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statements.

Reimbursement of Expense Payments by the Company. (a) 2.1 Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions paid by declared to the Company Company’s shareholders in respect of such calendar quarter and such excess that is intended to be used to pay expenses qualifying as a Reimbursable Expense (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections 2(b), 2(c) and 2(d), as applicableSection 2.2, to the Advisor IIG or accrue such Excess Operating Funds as a liability until such time as all Expense Payments made by Advisor IIG to the Company within three (3) years prior to the last business day of such calendar quarter have been reimbursedreimbursed or waived. Any payments required to be made by the Company pursuant to this Section 2(a) 2.1 shall be referred to herein as a “Reimbursement Payment.”. (b) Subject to Sections 2(c) and 2(d), as applicable, the 2.2 The amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter calendar quarter, and (ii) the aggregate amount of all Expense Payments made by the Advisor IIG to the Company (or otherwise accrued by IIG with respect to the Company) within three (3) years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the AdvisorIIG. (c) Notwithstanding anything 2.3 The Company’s obligation to the contrary in this Agreement, the amount make a Reimbursement Payment shall automatically become a liability of the Company and the right to such Reimbursement Payment shall be an asset of IIG no later than the last business day of the applicable calendar quarter. The Reimbursement Payment for any calendar quarter shall shall, as promptly as possible, be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser IIG in any combination of (i) 1.75% of the Company’s average net assets attributable cash or other immediately available funds. Any Reimbursement Payments shall be deemed to the shares of the Company’s common stock have reimbursed IIG for the fiscal year-to-date period after taking such Expense Payments into account and (ii) in chronological order beginning with the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such oldest Expense Payment was made (provided, however, that eligible for reimbursement under this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statementsSection 2.

Reimbursement of Expense Payments by the Company. (a) Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions paid by to the Company Company’s stockholders in respect of such calendar quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor FSH until such time as all Expense Payments made by Advisor FSH to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment.”. (b) Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such calendar quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor FSH to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the AdvisorFSH. (c) Notwithstanding anything to the contrary in this Agreement, to the extent that any Reimbursement Payment relates to Expense Payments made by FSH with respect to any calendar quarter beginning on or after July 1, 2013, the amount of the Reimbursement Payment for any calendar quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles principles, for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statements.

Reimbursement of Expense Payments by the Company. (a) Following any quarter in which Available Operating Funds exceed the cumulative distributions paid by To ensure that each investor that enters into a subscription agreement with the Company during the Fundraising Period (as defined below) shares equitably in respect of such quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”)Organizational and Offering Expenses, during the first four fiscal quarters following the Fundraising Period, the Company shall pay such Excess Operating Fundsreimburse the Adviser, or a portion thereof, in accordance with Sections 2(b), 2(c) and 2(d)its affiliates, as applicable, to for the Advisor until such time as all Expense Payments made Organizational and Offering Expenses incurred by Advisor to the Company within three years prior to and funded by the last business day of such quarter have been reimbursedAdviser or its affiliates. Any reimbursement payments required to be made by the Company pursuant to this Section 2(a) of this Agreement shall be referred to herein as a “Reimbursement Payment.”. (b) Subject The “Initial Closing” will occur on the first date an investor’s subscription agreement relating to Sections 2(cthe Company’s common stock is accepted by the Company. The Company expects to hold additional closings, from time to time, in the Adviser’s sole discretion, for a period of 24 months after the Initial Closing (the “Fundraising Period”). The Fundraising Period may be extended by up to an additional 18 months in the sole discretion of the Company’s board of directors (i.e., from 24 months to up to 42 months after the Initial Closing). (c) and 2(dFor the avoidance of doubt, to the extent the Fundraising Period is extended by up to an additional 18 months in the sole discretion of the Company’s board of directors (as described in Section 2(b) of this Agreement), the Company shall reimburse the Adviser, or, as applicable, its affiliates, for the amount of the Reimbursement Payment for any quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter Organizational and (ii) the aggregate amount of all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such quarter that have not been previously reimbursed Offering Expenses incurred by the Company to during the Advisorfirst four fiscal quarters following the extended Fundraising Period. (cd) The Company’s obligation to make a Reimbursement Payment will automatically become a liability of the Company on the date on which the Company elects to be regulated as a business development company under the 1940 Act. For the avoidance of doubt, this is not conditioned on any performance threshold and is not considered a contingent liability for accounting purposes. (e) Notwithstanding anything to the contrary in this Agreementherein, the amount of the Reimbursement Payment for any quarter shall be reduced to the extent that such Reimbursement Payment, together with Company will bear all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock for the fiscal yearout-toof-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating pocket costs and expenses incurredof its operations and transactions and will reimburse the Adviser and Varagon Capital Partners, L.P., as determined in accordance with generally accepted accounting principles administrator (the “Administrator”), for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in any costs and expenses permitted under the Company’s financial statementsInvestment Advisory Agreement by and between the Company and the Adviser and the Administration Agreement by and between the Company and the Administrator, respectively.

Reimbursement of Expense Payments by the Company. (a) 2.1 Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions paid by declared to the Company Company’s shareholders in respect of such calendar quarter and such excess that is intended to be used to pay expenses qualifying as a Reimbursable Expense (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections 2(b)2.2, 2(c) 2.3, and 2(d), as applicable2.4, to the Advisor Adviser or accrue such Excess Operating Funds as a liability, until such time as all Expense Payments made by Advisor Adviser to the Company within three (3) years prior to the last business day of such calendar quarter have been reimbursedreimbursed or waived. Any payments required to be made by the Company pursuant to this Section 2(a) 2.1 shall be referred to herein as a “Reimbursement Payment.”. 2.2 Notwithstanding anything in this Agreement to the contrary, the Company shall not make Reimbursement Payments to the Adviser in any calendar quarter unless: (bi) Subject to Sections 2(c) and 2(d), as applicable, The Company’s Operating Expense Ratio at the amount time of the Reimbursement Payment for any quarter Payment, after taking into account the Reimbursement Payment, is higher than the Company’s Operating Expense Ratio at the time that the corresponding expense support obligation was incurred by the Adviser; and (ii) The Annualized Distribution Rate to shareholders, on a percentage basis, is equal to or greater than the Annualized Distribution Rate, on a percentage basis, as of the date that the Adviser made the corresponding Expense Payment. 2.3 Notwithstanding anything in this Agreement to the contrary, the Company shall equal not make Reimbursement Payments to the lesser of Adviser with respect to Organization Expenses and/or Offering Expenses in an amount that is greater than the sum of: (i) All Expense Payments paid by the Excess Operating Funds Adviser to the Company in respect of such quarter cash and not previously reimbursed to the Adviser by the Company; and (ii) the aggregate amount of all Expense Payments made Non-organization and offering costs included in Operating Expenses incurred by the Advisor Adviser and its affiliates, and accrued as an amount due to the Company within three years prior to the last business day of such quarter that have not been previously reimbursed Adviser by the Company Company. Provided, further, that Organization Expenses and Offering Expenses incurred by the Adviser and its affiliates, and accrued as an amount due to Adviser by the Advisor. (c) Notwithstanding anything to the contrary in this AgreementCompany, the amount of the Reimbursement Payment for any quarter shall be reduced paid only to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to expenses do not exceed the lesser of (i) 1.751.5% of the Company’s average net assets attributable to the shares of the Company’s common stock for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statementsGross Proceeds Raised.

Reimbursement of Expense Payments by the Company. (a) Following any quarter in which Available Operating Funds exceed the cumulative distributions paid by the Company in respect of such quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor until such time as all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such quarter have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment”". (b) Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the 00000000.0.XXXXXXXX aggregate amount of all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such quarter that have not been previously reimbursed by the Company to the Advisor. (c) Notwithstanding anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any quarter shall be reduced to the extent that such Reimbursement Payment, Payment together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock shares of beneficial interest for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock shares of beneficial interest represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, ““ Other Operating ExpensesExpenses ” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing and shareholder servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s 's operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statements.

Reimbursement of Expense Payments by the Company. (a) Following any quarter in which Available Operating Funds exceed the cumulative distributions paid by the Company in respect of such quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor until such time as all Expense ESA Payments made by Advisor to the Company within three years prior to the last business day of such quarter have been reimbursed. For the avoidance of doubt, such Excess Operating Funds shall be paid to the Advisor regardless of whether the corresponding ESA Payment was an Original ESA Payment or an Expense Payment made by the Advisor or a Prior ESA Payment made by CIM Capital or its affiliates. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment”. (b) Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense ESA Payments made by the Advisor or CIM Capital, as applicable, to the Company within three years prior to the last business day of such quarter that have not been previously reimbursed by the Company to the AdvisorCompany. (c) Notwithstanding anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense ESA Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% percentage of the Company’s average net assets attributable to the shares of the Company’s common stock for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock beneficial interest represented by Other Operating Expenses during the fiscal year in which such Expense ESA Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense ESA Payment made during the same fiscal year). For purposes of this Agreement, ““ Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing and shareholder servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions commissions, the impact of any expense limitation agreements, and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statements.

Reimbursement of Expense Payments by the Company. (a) Following any calendar quarter in which Available Operating Funds exceed the cumulative ordinary cash distributions paid by the Company in respect of such quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor FSH until such time as all Expense Payments made by Advisor FSH to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment.”. (b) Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such calendar quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor FSH to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the AdvisorFSH. (c) Notwithstanding anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any calendar quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock shares for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock shares represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding the base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions expense and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statements.

Reimbursement of Expense Payments by the Company. (a) Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions paid by to the Company Company’s shareholders in respect of such calendar quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections Section 2(b), 2(c) and 2(d), as applicable, to the Advisor FSH until such time as all Expense Payments made by Advisor FSH to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment.”. (b) Subject to Sections 2(c) and 2(d), as applicable, the The amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such calendar quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor FSH to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the AdvisorFSH. (c) Notwithstanding anything The Company’s obligation to the contrary in this Agreement, the amount make a Reimbursement Payment shall automatically become a liability of the Company and the right to such Reimbursement Payment shall be an asset of FSH on the last business day of the applicable calendar quarter. The Reimbursement Payment for any calendar quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during to FSH in any combination of cash or other immediately available funds no later than forty-five days after the end of such fiscal year) calendar quarter. Any Reimbursement Payments shall be deemed to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock have reimbursed FSH for the fiscal year-to-date period after taking such Expense Payments into account and (ii) in chronological order beginning with the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such oldest Expense Payment was made (provided, however, that eligible for reimbursement under this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statementsSection 2.

Reimbursement of Expense Payments by the Company. (a) Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions paid by to the Company Company’s stockholders in respect of such calendar quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor until such time as all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments payment required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment.”. (b) Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the Advisor. (c) Notwithstanding anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any calendar quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, distribution fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal feescosts, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such the periodic calculations of average net assets in the Company’s financial statements.

Reimbursement of Expense Payments by the Company. (a) Following any quarter in which Available Operating Funds exceed the cumulative distributions paid by the Company in respect of such quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor or to the Sub-Advisor or its affiliates, corresponding to the applicable party that made such Expense Payment and as identified in accordance with Section 2(f), until such time as all Expense Payments made by either the Advisor or the Sub-Advisor or its affiliates to the Company within three years prior to the last business day of such quarter have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment”. (b) Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor or the Sub-Advisor, as applicable, to the Company within three years prior to the last business day of such quarter that have not been previously reimbursed by the Company to the Advisor or the Sub-Advisor, as applicable. (c) Notwithstanding anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% percentage of the Company’s average net assets attributable to the shares of the Company’s common stock for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock beneficial interest represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, ““ Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing and shareholder servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions commissions, the impact of any expense limitation agreements, and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statements.

Reimbursement of Expense Payments by the Company. (a) Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions paid by the Company in respect of such calendar quarter and such excess that is intended to be used to pay expenses qualifying as a Reimbursable Expense (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, in accordance with Sections 2(b), 2(c) and 2(d2(c), as applicable, to the Advisor Freedom Capital Investment Advisors, or accrue such Excess Operating Funds as a liability, until such time as all Expense Payments made by Advisor Freedom Capital Investment Advisors to the Company within three years prior to the last business day of such quarter have been reimbursedreimbursed or waived. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment.”. (b) Subject to Sections Section 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor Freedom Capital Investment Advisors to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the AdvisorFreedom Capital Investment Advisors. (c) Notwithstanding anything On the date mutually agreed to by the contrary Company and Freedom Capital Investment Advisors for reimbursement of a specified Expense Support Payment (the “Reimbursement Date”),the Company hereby agrees to reimburse Freedom Capital Investment Advisors, as promptly as possible, in this Agreementan amount equal to such specified Expense Support Payment, provided that (i) the amount Operating Expense Ratio as of such Reimbursement Date is equal to or less than the Operating Expense Ratio as of the Reimbursement Expense Support Payment for any quarter shall be reduced Date attributable to such specified Expense Support Payment; (ii) the extent that Annualized Distribution Rate as of such Reimbursement Date is equal to or greater than the Annualized Distribution Rate as of the Expense Support Payment Date attributable to such specified Expense Support Payment, together with all other ; (iii) such Reimbursement Payments paid during that fiscal year, would Date is not later than three years following such specified Expense Support Payment Date; and (iv) the Expense Support Payment does not cause the Company’s Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to common shares (as such term is used in the shares of the Company’s common stock for the fiscal year-to-date period Registration Statement), after taking such Expense Payments reimbursement into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year)account. For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined belowin Section 1(a) herein), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating ExpensesExpense Ratio” means Other Operating Expenses, as of the applicable period, expressed as a percentage of the net assets of the Company as of the relevant measurement date. “Annualized Distribution Rate” means the per share amount of all regular cash distributions paid to stockholders of the Company, but excluding special cash distributions or the effect of any stock dividends paid by the Company, as of the applicable period, expressed as a percentage of the Company’s operating costs and expenses incurred, public offering price per share as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statementsrelevant measurement date.

Reimbursement of Expense Payments by the Company. (a) 2.1 Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions paid by declared to the Company Company's shareholders in respect of such calendar quarter and such excess is intended to be used to pay expenses qualifying as a Reimbursable Expense (the amount of such excess being hereinafter referred to as “"Excess Operating Funds”"), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections 2(b), 2(c) and 2(d), as applicableSection 2.2, to the Advisor Adviser or accrue such Excess Operating Funds as a liability until such time as all Expense Payments made by Advisor the Adviser to the Company within three (3) years prior to the last business day of such calendar quarter have been reimbursedreimbursed or waived. Any payments required to be made by the Company pursuant to this Section 2(a) 2.1 shall be referred to herein as a “"Reimbursement Payment”." (b) Subject to Sections 2(c) and 2(d), as applicable, the 2.2 The amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and calendar quarter, or (ii) the aggregate amount of all Expense Payments made by the Advisor Adviser to the Company (or otherwise accrued by the Adviser with respect to the Company) within three (3) years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the AdvisorAdviser. (c) Notwithstanding anything 2.3 The Company's obligation to make a Reimbursement Payment shall automatically become a liability of the contrary in this Agreement, Company and the amount proportionate right to such share of the Reimbursement Payment shall be an asset of the Adviser no later than the last business day of the applicable calendar quarter. The Reimbursement Payment for any calendar quarter shall shall, as promptly as possible, be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares Adviser in any combination of cash or other immediately available funds. Any Reimbursement Payments shall be deemed to have reimbursed the Company’s common stock Adviser for the fiscal year-to-date period after taking such Expense Payments into account and (ii) in chronological order beginning with the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such oldest Expense Payment was made (provided, however, that eligible for reimbursement under this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statementsSection 2.

Reimbursement of Expense Payments by the Company. (a) Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions paid by to the Company Company’s stockholders in respect of such calendar quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections Section 2(b), 2(c) and 2(d), as applicable, to the Advisor FSH until such time as all Expense Payments made by Advisor FSH to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment.”. (b) Subject to Sections 2(c) and 2(d), as applicable, the The amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such calendar quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor FSH to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the AdvisorFSH. (c) Notwithstanding anything The Company’s obligation to the contrary in this Agreement, the amount make a Reimbursement Payment shall automatically become a liability of the Company and the right to such Reimbursement Payment shall be an asset of FSH on the last business day of the applicable calendar quarter. The Reimbursement Payment for any calendar quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during to FSH in any combination of cash or other immediately available funds no later than forty-five days after the end of such fiscal year) calendar quarter. Any Reimbursement Payments shall be deemed to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock have reimbursed FSH for the fiscal year-to-date period after taking such Expense Payments into account and (ii) in chronological order beginning with the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such oldest Expense Payment was made (provided, however, that eligible for reimbursement under this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statementsSection 2.

Reimbursement of Expense Payments by the Company. (a) Following any quarter in which Available Operating Funds exceed the cumulative distributions paid by the Company in respect of such quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor until such time as all Expense Payments made by Advisor to the Company within three years prior to the last business day of such quarter have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment”. (b) Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such quarter that have not been previously reimbursed by the Company to the Advisor. (c) Notwithstanding anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% percentage of the Company’s average net assets attributable to the shares of the Company’s common stock for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock beneficial interest represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, ““ Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing and shareholder servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions commissions, the impact of any expense limitation agreements, and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statements.

Reimbursement of Expense Payments by the Company. (a) Following any quarter month in which cumulative Available Operating Funds exceed the cumulative distributions paid by the Company in respect of such quarter month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor Advisors until such time as all Expense Payments made by Advisor Advisors to the Company within three years prior to the last business day of such quarter month have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment”". (b) Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any quarter month shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter month and (ii) the aggregate amount of all Expense Payments made by the Advisor Advisors to the Company within three years prior to the last business day of such quarter month that have not been previously reimbursed by the Company to the AdvisorAdvisors. (c) Notwithstanding anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any quarter month shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that such fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock shares of beneficial interest for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock shares of beneficial interest represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating ExpensesExpenses ” means the Company’s total Operating Expenses (as defined below), ; excluding base management fees, ; incentive fees, ; organization and offering expenses, dealer manager fees, asset-based ; distribution fees, ongoing and shareholder servicing fees, early withdrawal fees, ; financing fees and costs, ; interest expense; federal, state and local taxes; federal excise taxes; brokerage commissions commissions; and extraordinary expenses. “Operating Expenses” means all of the Company’s 's operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statements.

Reimbursement of Expense Payments by the Company. (a) Following any quarter month in which cumulative Available Operating Funds exceed the cumulative distributions paid and payable by the Company in respect of such quarter month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor Advisors until such time as all Expense Payments made by Advisor Advisors to the Company within three years prior to the last business day of such quarter month have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment”". (b) Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any quarter month shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter month and (ii) the aggregate amount of all Expense Payments made by the Advisor Advisors to the Company within three years prior to the last business day of such quarter month that have not been previously reimbursed by the Company to the AdvisorAdvisors. (c) Notwithstanding anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any quarter month shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that such fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock shares of beneficial interest for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statements.average

Reimbursement of Expense Payments by the Company. (a) Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions paid by to the Company Company’s shareholders in respect of such calendar quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor FSH until such time as all Expense Payments made by Advisor FSH to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment.”. (b) Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor FSH to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the AdvisorFSH. (c) Notwithstanding anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any calendar quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock shares of beneficial interest for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock shares of beneficial interest represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, distribution fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal feescosts, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statements.

Reimbursement of Expense Payments by the Company. (a) 2.1 Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions paid by declared to the Company Company's shareholders in respect of such calendar quarter (the amount of such excess being hereinafter referred to as “"Excess Operating Funds”"), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections 2(b), 2(c) and 2(d), as applicableSection 2.2, to the Advisor CAM or accrue such Excess Operating Funds as a liability until such time as all Expense Payments made by Advisor CAM to the Company within three (3) years prior to the last business day of such calendar quarter have been reimbursedreimbursed or waived. Any payments required to be made by the Company pursuant to this Section 2(a) 2.1 shall be referred to herein as a “"Reimbursement Payment”." (b) Subject to Sections 2(c) and 2(d)2.2 Notwithstanding anything contained in Section 2.1 of this Agreement, as applicable, the amount of the in no event shall a Reimbursement Payment for any quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such quarter that have not been previously reimbursed be payable by the Company with respect to the Advisor. (c) Notwithstanding anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any quarter shall be reduced unless and to the extent that such Reimbursement Payment, Payment (together with all any other Reimbursement Payments paid made during that the fiscal year, would ) does not cause Other Fund Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company Fund during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to common shares of the Company’s common stock represented by Other Fund Operating Expenses during the fiscal year in which such expense support payment from CAM was made. 2.3 Notwithstanding anything to the contrary in this Agreement, no Reimbursement Payment shall be made if the Effective Rate of Distributions Per Share declared by the Company at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made (provided, however, that this clause (ii) shall not apply to any which such Reimbursement Payment which relates to an Expense Payment made during the same fiscal year)relates. For purposes of this the Agreement, “Other Operating ExpensesEffective Rate of Distributions Per Share” means the Company’s total Operating Expenses (as defined below), excluding base management actual declared distribution rate per share exclusive of return of capital and distribution rate reduction due to distribution and shareholder fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statementsif any.

Reimbursement of Expense Payments by the Company. (a) Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions paid by to the Company Company’s shareholders in respect of such calendar quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor FSH until such time as all Expense Payments made by Advisor FSH to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment.”. (b) Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such calendar quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor FSH to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the AdvisorFSH. (c) Notwithstanding anything to the contrary in this Agreement, to the extent that any Reimbursement Payment relates to Expense Payments made by FSH with respect to any calendar quarter beginning on or after July 1, 2013, the amount of the Reimbursement Payment for any calendar quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock shares for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock shares represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statements.

Reimbursement of Expense Payments by the Company. (a) Following any quarter in which the Company’s Available Operating Funds (as defined below) exceed the cumulative distributions paid by accrued to the Company Company’s shareholders based on distributions declared with respect to record dates occurring in respect of such quarter calendar quarters (the amount of such excess being hereinafter referred to is defined as “Excess Operating Funds”), the Company shall will pay such Excess Operating Funds, or a portion thereof, in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor until such time as all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made reimbursed (such payment by the Company pursuant to this Section 2(a) shall be is referred to herein as a the “Reimbursement Payment”. ). “Available Operating Funds” means the sum of (bi) Subject to Sections 2(cthe Company’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and 2(d(iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above), as applicable, the . The amount of the Reimbursement Payment for any calendar quarter shall will equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the Advisor. (c) Notwithstanding anything ; provided that the Advisor may waive its right to the contrary in this Agreement, the amount receive all or a portion of the Reimbursement Payment for any quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment in any particular calendar quarter, in which relates case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to an Expense Payment made during the same fiscal year). For purposes terms of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statements.

Reimbursement of Expense Payments by the Company. (a) The Company hereby agrees to reimburse the Adviser in an amount equal to the total Expense Payments made by the Adviser to the Company under this Agreement, with the repayment of each such Expense Payment to be made within a period not to exceed three years from the end of the fiscal year in which such Expense Payment was made by the Adviser to the Company. Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions paid by to the Company Company’s stockholders in respect of such calendar quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections Section 2(b), 2(c) and 2(d), as applicable, to the Advisor Adviser until such time as all Expense Payments made by Advisor the Adviser to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment.”. (b) Subject to Sections 2(c) and 2(d), as applicable, the The amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such calendar quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor Adviser to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the AdvisorAdviser. (c) Notwithstanding anything The Company’s obligation to the contrary in this Agreement, the amount make a Reimbursement Payment shall automatically become a liability of the Company and the right to such Reimbursement Payment shall be an asset of the Adviser on the last business day of the applicable calendar quarter. The Reimbursement Payment for any calendar quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares Adviser in any combination of cash or other immediately available funds no later than forty-five days after the Company’s common stock end of such calendar quarter. Any Reimbursement Payments shall be deemed to have reimbursed the Adviser for the fiscal year-to-date period after taking such Expense Payments into account and (ii) in chronological order beginning with the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such oldest Expense Payment was made (provided, however, that eligible for reimbursement under this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statementsSection 2.

Reimbursement of Expense Payments by the Company. (a) 2.1 Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions paid by to the Company Company’s stockholders in respect of such calendar quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections 2(b), 2(c) and 2(d), as applicableSection 2.2, to the Advisor Adviser until such time as all Expense Payments made by Advisor the Adviser to the Company within three (3) years prior to the last business day of such calendar quarter have been reimbursedreimbursed or waived. Any payments required to be made by the Company pursuant to this Section 2(a) 2.1 shall be referred to herein as a “Reimbursement Payment.”. (b) Subject to Sections 2(c) and 2(d), as applicable, the 2.2 The amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter calendar quarter, and (ii) the aggregate amount of all Expense Payments made by the Advisor Adviser to the Company within three (3) years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the AdvisorAdviser. (c) Notwithstanding anything 2.3 The Company’s obligation to the contrary in this Agreement, the amount make a Reimbursement Payment shall automatically become a liability of the Company and the right to such Reimbursement Payment shall be an asset of the Adviser no later than the last business day of the applicable calendar quarter. The Reimbursement Payment for any calendar quarter shall shall, as promptly as possible, be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares Adviser in any combination of cash or other immediately available funds. Any Reimbursement Payments shall be deemed to have reimbursed the Company’s common stock Adviser for the fiscal year-to-date period after taking such Expense Payments into account and (ii) in chronological order beginning with the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such oldest Expense Payment was made (provided, however, that eligible for reimbursement under this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statementsSection 2.

Reimbursement of Expense Payments by the Company. (a) 2.1 Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions paid by declared to the Company Company’s shareholders in respect of such calendar quarter and such excess that is intended to be used to pay expenses qualifying as a Reimbursable Expense (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections 2(b), 2(c) and 2(d), as applicableSection 2.2, to the Advisor Adviser or accrue such Excess Operating Funds as a liability until such time as all Expense Payments made by Advisor Adviser to the Company within three (3) years prior to the last business day of such calendar quarter have been reimbursedreimbursed or waived. Any payments required to be made by the Company pursuant to this Section 2(a) 2.1 shall be referred to herein as a “Reimbursement Payment.”. (b) Subject to Sections 2(c) and 2(d), as applicable, the 2.2 The amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter calendar quarter, and (ii) the aggregate amount of all Expense Payments made by the Advisor Adviser to the Company (or otherwise accrued by Adviser with respect to the Company) within three (3) years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the AdvisorAdviser. (c) Notwithstanding anything 2.3 The Company’s obligation to the contrary in this Agreement, the amount make a Reimbursement Payment shall automatically become a liability of the Company and the right to such Reimbursement Payment shall be an asset of Adviser no later than the last business day of the applicable calendar quarter. The Reimbursement Payment for any calendar quarter shall shall, as promptly as possible, be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser Adviser in any combination of (i) 1.75% of the Company’s average net assets attributable cash or other immediately available funds. Any Reimbursement Payments shall be deemed to the shares of the Company’s common stock have reimbursed Adviser for the fiscal year-to-date period after taking such Expense Payments into account and (ii) in chronological order beginning with the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such oldest Expense Payment was made (provided, however, that eligible for reimbursement under this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statementsSection 2.

Reimbursement of Expense Payments by the Company. (a) 2.1 Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions paid by declared to the Company Company's shareholders in respect of such calendar quarter and such excess is intended to be used to pay expenses qualifying as a Reimbursable Expense (the amount of such excess being hereinafter referred to as “"Excess Operating Funds”"), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections 2(b), 2(c) and 2(d), as applicableSection 2.2, to the Advisor Supporters on a 50/50 basis or accrue such Excess Operating Funds as a liability until such time as all Expense Payments made by Advisor IIG or Sub-Adviser to the Company within three (3) years prior to the last business day of such calendar quarter have been reimbursedreimbursed or waived. Any payments required to be made by the Company pursuant to this Section 2(a) 2.1 shall be referred to herein as a “"Reimbursement Payment”." (b) Subject to Sections 2(c) and 2(d), as applicable, the 2.2 The amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter calendar quarter, and (ii) the aggregate amount of all Expense Payments made by the Advisor IIG and Sub-Adviser to the Company (or otherwise accrued by IIG and/or Sub-Adviser with respect to the Company) within three (3) years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the AdvisorIIG and/or Sub-Adviser. (c) Notwithstanding anything 2.3 The Company's obligation to make a Reimbursement Payment shall automatically become a liability of the contrary in this Agreement, Company and the amount proportionate right to such share of the Reimbursement Payment shall be an asset of IIG and Sub-Adviser no later than the last business day of the applicable calendar quarter. The Reimbursement Payment for any calendar quarter shall shall, as promptly as possible, be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares Supporters in any combination of the Company’s common stock cash or other immediately available funds. Any Reimbursement Payments shall be deemed to have reimbursed IIG and Sub-Adviser for the fiscal year-to-date period after taking such Expense Payments into account and (ii) in chronological order beginning with the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such oldest Expense Payment was made (provided, however, that eligible for reimbursement under this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statementsSection 2.

Reimbursement of Expense Payments by the Company. (a) Following any quarter in which Available Operating Funds exceed the cumulative distributions paid by the Company in respect of such quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to the Advisor until such time as all Expense Payments made by Advisor to the Company within three years prior to the last business day of such quarter have been reimbursed. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment”. (b) Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such quarter that have not been previously reimbursed by the Company to the Advisor. (c) Notwithstanding anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock for the fiscal year-to-date period after taking such Expense Payments into account and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing and shareholder servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statements.

Reimbursement of Expense Payments by the Company. (a) 2.1 Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions paid by declared to the Company Company's shareholders in respect of such calendar quarter and such excess is intended to be used to pay expenses qualifying as a Reimbursable Expense (the amount of such excess being hereinafter referred to as “"Excess Operating Funds”"), the Company shall pay such Excess Operating Funds, or a portion thereof, thereof in accordance with Sections 2(b), 2(c) and 2(d), as applicableSection 2.2, to the Advisor Supporters on a 50/50 basis or accrue such Excess Operating Funds as a liability until such time as all Expense Payments made by Advisor CIG or Sub-Adviser to the Company within three (3) years prior to the last business day of such calendar quarter have been reimbursedreimbursed or waived. Any payments required to be made by the Company pursuant to this Section 2(a) 2.1 shall be referred to herein as a “"Reimbursement Payment”." (b) Subject to Sections 2(c) and 2(d), as applicable, the 2.2 The amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter calendar quarter, and (ii) the aggregate amount of all Expense Payments made by the Advisor CIG and Sub-Adviser to the Company (or otherwise accrued by CIG and/or Sub-Adviser with respect to the Company) within three (3) years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the AdvisorCIG and/or Sub-Adviser. (c) Notwithstanding anything 2.3 The Company's obligation to make a Reimbursement Payment shall automatically become a liability of the contrary in this Agreement, Company and the amount proportionate right to such share of the Reimbursement Payment shall be an asset of CIG and Sub-Adviser no later than the last business day of the applicable calendar quarter. The Reimbursement Payment for any calendar quarter shall shall, as promptly as possible, be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would cause Other Operating Expenses (as defined below) (on an annualized basis (based on a 365 day year) and net of any Expense Payments received by the Company during such fiscal year) to exceed the lesser of (i) 1.75% of the Company’s average net assets attributable to the shares Supporters in any combination of the Company’s common stock cash or other immediately available funds. Any Reimbursement Payments shall be deemed to have reimbursed CIG and Sub-Adviser for the fiscal year-to-date period after taking such Expense Payments into account and (ii) in chronological order beginning with the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such oldest Expense Payment was made (provided, however, that eligible for reimbursement under this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year). For purposes of this Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management fees, incentive fees, organization and offering expenses, dealer manager fees, asset-based distribution fees, ongoing servicing fees, early withdrawal fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s financial statementsSection 2.