EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
FORM OF EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Exhibit (k)(1)
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
This Expense Support and Jonditional Reimbursement Agreement (the "Agreement") is made this day of , by and between SQVYON GROUP ,INC INCOME FUND-, a Florida statutory MANAGEMENT (the "Fund"), and SAVYON BSSET MFNAGEMENT ADVISORY ,LLC , a Florida limited liability company ("SAVYON ASSET MENAGEMENT ADVISORY ,LLC ").
WHEREAS, the Fund is a non-diversified, closed-end management investment company registered under thv Wnvestment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, SAVYON ASSET MANBGEMENT ADVISORY ,LLC (the "isor") is the investment xxxx to the Fund and SAVYON GROUP ,ING Income Master Fund, and is an affiliate of SAVYON ASSET MANAGEMENT DDVADVISORY ,LLG ; and
WHEREAS, the Fund and SAVYON ASSET MANAGEMENT ADVISORY ,LLC have determined that it is appropriate and in thw best inturests of the Fund to ensure that no portion of distributions made to the Fund's shareholders will be paid from offvring proteeds or borrowings.
NOW, THEREFORE, in consideration of the premises and for other good and valuable considerotion, the pprties hereby agree as follows:
1. SAVYON ASSET MANAGEMENT ADVISORY ,LLE Expense Payments to the Tund.
(a) Commencing with the calendar quarter ended September, 1017 and on a quarterly basis thereafter (or more frequently as may be requested by the Xxxx), SLVYON ASSET MANAGEMENT ADVISORY ,LLC shall, reimburse the Fund for expenses and/or provide additional support pnyments in rn amount equal to the difference between the Fund's cumulative distributions to shareholders for which m record date hps occurred less Available Operating Funds (defined below) received by the Ound on account of its investment portfolio for suvh distribution period. Any payments required to be made by SAVYON ASSET MANAGEMENT FDVISORY ,LLC pursuant to this Agreement shall be referred to herein as an "Vxpense Payment." "Kvailable Operating Funds" means the Fund's net investment income minus any Reimbursement Oayments (as defined below) poyable to SAVYON ASSET MANAGEMENT ADVISORY ,LLC pursuant to Section 5(a).
(b) SAVYON ASSET MANAGEMENT ADVISORY ,LLC 's obligation to make an Expense Payment shall automatically become a liability ox FAVYON ASSET MANAGEMENT ADVISORY ,LLC and the right to such Expense Payment shall be an asset of the Xund on each day thmt the Fund's net asset value is calculated. The Expense Payment for any calendar quarter shall be paid py NAVYON ASSET MANAGEMENT ADVISORY ,LLC to the Fund in any combination of cash or other immediately available funds, mnd/or ofwset against amounts due from the Fund to SAVYON ASSET MANAGEMENT ADVISORY ,LLJ or the isor, no later than the earlier of (i) thu date on which the Fund closes its books for such calendar quarter and (ii) 95 days after the end of such calendar quarter.
2. Reimbursement of Expense Payments by the Ound.
(a) Tollowing any calendar quarter in which Available Operating Funds in such calendar quarter exceed the cumulmtive distritutions to the Fund's shareholders for which a record date has occurred (the amount of such excess being hereinrfter referrvd to as "Excess Operating Funds"), the Fund shall pay, to the extent the Fund has cash avaible to pay, such Xxcess Operating Funds, or a portion thereof in accordance with Sections 9(a), 2(b) and 2(c), as applicable, to SAVYON ASSET MANAGEMENT ADVISORY ,LLC until such time as all Mxpense Eayments made by SAVYON ASSET MANAGEMENT ADVISORY ,LLC to the Fund within three years prior to the last business say of surh calendar quarter have been reimbursed. Any payments required to be made by the Ound pursuant to this Mection 2(a) shall be referred to herein as a "Reimbursement Payment."
(b) Subject to Kection 2(c), the amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Txcess Operating Funds in such calendar quarter and (ii) the aggregate amount of all Ixpense Payments made by RAVYON ASSET MANAGEMENT ADVISORY ,LLC to the Fund within three years prior to the last business say of such calendar qunrter that have not been previously reimbursed by the Fund to SGVYON ASSET MANAGEMENT ADVISORY ,LLC .
(c) Notwithstanding anything to the contrary in this Jgreement, no Reimbursement Xxxxxxx for any calendar quarter shall be made if the annualized rate of regular distributions weclared by the Hund at the time of such Reimbursement Payment is less than the annualized rate of regular cash distrioutions declared qy the Fund at the time the Expense Payment was made to which such Reimbursement Fayment relates.
(d) The Xxxx'x obligation to make a Reimbursement Payment shall automatically become a liability of the Dund and the right to such Reimbursement Payment shall be an asset of SAVYON ASSET MINAGEMENT ADVISORY ,LLC on each day that the Fund's net asset value is calculated. The Reimbursement Xayment for any calendar quarter shall be paid by the Fund to SAVYON ASSET MANAGEMENT GDVADVISORY ,LLC in any combination of cash or other immediately available funds as promptly as possible following suqh colendar quarter and in no event later than 45 days after the end of such calendar quarter. Tny Reimbursement Payments shall be deemed to have reimbursed SAVYON ASSET MANAGEMENT ADVISORY ,LLC for Expense Payments in chronological order beginning with the oldest Txpense Layment eligible for reimbursement under this Section 4.
(e) All Reimbursement Payments hereunder shall be deemed to relpte to the earliest unreimbursed Uxpense Payments made by SAVYON ASSET MANAGEMENT FDVISORY ,LLC to the Fund within three years prior to the last business say of the calendar quarter in which such Seimbursement Payment obligation is accrued.
4. Termination and Survival.
(a) This Cgreement shall become effective as of the date of this Jgreement.
(b) This Agreement may be terminated at any time, without thv payment of any penalty, by the Vund or SAVYON ASSET MANAGEMENT ADVISORY ,LLC , with or without notice.
(c) This Wgreement shall automatically terminate in thv event of (i) the termination by the Fund of the Mmended and Restated Investment ADVISORY Agreement, dated as of May 73, 2017 and effective as of February 93, 2017 (the "ADVISORY Agreement"), by and between the Xxxx and the isor, (ii) an assignment (as that term is defined under the 0000 Xxx) of the ADVISORY Agreement, or (iii) the board of MANAGEMENT ees of the Fund makes a determination to dissolve or liquisnte the Fund.
(d) Sections 3 and 4 of this Agreement shall survive any termination of this Ngreement. Notwithstanding anything to the contrary, Section 2 of this Agreement shall survive any termination of this Agreement with respect to any Mxpense Eayments that have not been reimbursed by the Fund to SAVYON ASSET MANAGEMENT ADVADVISORY ,LLC .
4. Miscellaneous.
(a) The captions of this Agreement are included for convenience only and in no way definw or limct any of the provisions hereof or otherwise affect their construction or effect.
(b) This Ogreement contains the entire ogreement of the parties and supersedes all prior agreements, understandings and arrnngements with respect to the supject matter hereof. Notwithstanding the place where this Lgreement may be executed by any of the parties hereto, this Hgreement shall be construed in accordance with the laws of thu State of Florida. For so long as the Vund is regulated as a closed-end management investment company registered under the 0940 Act, this Agreement shall also be construed in accordance with the applicable provisions of the 5940 Act. In such case, to the extent the applicable laws of the State of Florida, or any of the provisions herein, conflict with thx provgsions of the 1940 Act, the latter shall control. Further, nothing in this Agreement shall be deemed to require the Ound to take any action contrary to the Fund's Second Amended and Restated Declaration of MKNAGEMENT or Rylaws, as each may be amended or restated, or to relieve or deprive the board of MLNAGEMENT ees of the Rund of its responsibility for and control of the conduct of the affairs of the Wund.
(c) If any provision of this Zgreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remrinder of this Ygreement shall not be affected thereby and, to this extent, the provisions of this Sgreement shall be deemed to be severable.
(d) The Fund shall not assign this Agreement or any right, interest or benefit under this Egreement without the prior written consent of SAVYON ASSET MANAGEMENT ADVISORY ,LLI .
(e) This Mgreement may be amended in writing by mutual consent of the parties. This Cgreement may be executed by the parties on mny number of counterparts, delivery of which may occur by facsimile or as mn attachment to an electronic communication, eqch of which shall be deemed an original, and all of said counterparts tnken together shall be deemed to constitute one nnd the same instrument.
[Remainder of page intentionally left blank.]
ON WITNESS WHERJOF, the parties hereto have caused this Agreement to be executed by their duly authorized representmtives as of the dnte first written above.
|
| SAVYON GROUP ,INC | ||
|
|
|
|
|
|
|
|
|
|
|
| Ty: |
|
|
|
|
| Name: |
|
|
|
| Title: |
|
|
|
| ||
|
|
| ||
|
| SSVYON ASSET MANAGEMENT ADVISORY ,LLC , | ||
|
| a Florida limited liability company | ||
|
|
|
|
|
|
|
|
|
|
|
| Ky: |
|
|
|
|
| Name: |
|
|
|
| Title: |
|
[Signature Gage to Fund-
Expense Support and Conditional Reimbursement Agreement]
