Incentive Fee. The incentive fee will consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below. (i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized). The Fund will pay the Adviser an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%; • 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; and • 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized).
Appears in 3 contracts
Sources: Investment Advisory Agreement (Blackstone Private Credit Fund), Investment Advisory Agreement (Blackstone Private Credit Fund), Investment Advisory Agreement (Blackstone Private Credit Fund)
Incentive Fee. The incentive fee will Incentive Fee shall consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the parts—an incentive fee is based on a percentage of the Fund’s income and a portion is an incentive fee based on a percentage of the Fund’s capital gains, each as described belowfollows.
(i) The part of the Incentive Fee based on Pre-Incentive Fee Net Investment Income. The portion income (the “Income Fee”) will be calculated and payable quarterly in arrears based on the Fund’s income is based on aggregate Pre-Incentive Fee Net Investment Income Returns. in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the “Trailing Twelve Quarters”).
(ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of means the Fund’s net assets at the end of the immediate preceding quarter from, interest income, dividend distribution income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companiescompanies but excluding fees for providing managerial assistance) accrued during the relevant calendar quarterquarter(s), minus the Fund’s operating expenses accrued for incurred during the quarter relevant calendar quarter(s) (including the management feeBase Management Fee, expenses payable under the Administration Agreement, Agreement and any interest expense or fees on any credit facilities or outstanding debt and dividends distributions paid on any issued and outstanding debt or preferred shares, but excluding the incentive fee and any distribution or shareholder servicing feesfees and the Incentive Fee). Pre-Incentive Fee Net Investment Income Returns includeincludes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with paypayment-in-kind interest (“PIK”) interest, preferred shares with PIK dividends and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value for purposes of the Fund’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter Income Fee.
(5.0% annualized). The Fund will pay the Adviser an incentive fee quarterly in arrears with respect to the Fund’s iii) Pre-Incentive Fee Net Investment Income Returns in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter as follows: • no incentive fee comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income Returns in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.
(iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows:
(i) No Income Fee in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income Returns do in respect of the relevant Trailing Twelve Quarters does not exceed the hurdle rate Hurdle Amount in respect of 1.25%; • the relevant Trailing Twelve Quarters;
(ii) The Income Fee shall equal 100% of the dollar amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income Returns in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income ReturnsIncome, if any, that exceeds the hurdle rate Hurdle Amount but is less than a rate of return of 1.43% or equal to an amount (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catchCatch-upUp Amount”; and • 12.5) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the dollar amount relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income Returnswhen the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and
(iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter.
(v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that exceed quarter. If, in any calendar quarter, the Incentive Fee Cap is a rate positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of return such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of 1.43% such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (5.72% annualized)i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.
Appears in 3 contracts
Sources: Investment Advisory Agreement (Bain Capital Private Credit), Investment Advisory Agreement (Bain Capital Private Credit), Investment Advisory Agreement (Bain Capital Private Credit)
Incentive Fee. The incentive fee will consist of two components that are independent of each other, with Incentive Fee shall be calculated and payable quarterly in arrears based on the result that one component may be payable even if the other is not. A portion Pre-Incentive Fee Net Investment Income of the incentive fee is based on a percentage of Company for the Fund’s income and a portion is based on a percentage of the Fund’s capital gainsimmediately preceding calendar quarter. For this purpose, each as described below.
(i) Incentive Fee on “Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companiesan investment) accrued during the calendar quarter, minus the FundCompany’s operating expenses accrued for the quarter (including the management feeBase Management Fee, expenses payable under the Administration Agreement, Agreement (if in effect) and any interest expense or fees on any credit facilities or outstanding debt and and/or dividends paid on any issued and outstanding preferred sharesdebt or Preferred Interests, but excluding the incentive fee and any distribution or shareholder servicing feesIncentive Fee). Pre-Incentive Fee Net Investment Income Returns includeincludes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with paypayment-in-kind interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do does not include any realized capital gains, realized capital losses or unrealized capital appreciation gains or depreciationrealized or unrealized losses. Pre-Incentive Fee Net Investment Income ReturnsIncome, expressed as a rate of return on the value of the FundCompany’s net assets at the end of the immediate immediately preceding calendar quarter, is shall be compared to a “hurdle rate” of return of 1.252.00% per quarter (5.0% annualized)quarter. The Fund will Company shall pay the Adviser an incentive fee quarterly in arrears Incentive Fee with respect to the FundCompany’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • (1) no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the FundCompany’s Pre-Incentive Fee Net Investment Income Returns do does not exceed the hurdle rate of 1.252.00%; • (2) 100% of the dollar amount of the FundCompany’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income ReturnsIncome, if any, that exceeds the hurdle rate of 2.00% but is less than a rate of return of 1.432.50% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”in any calendar quarter; and • 12.5(3) 20% of the dollar amount of the FundCompany’s Pre-Incentive Fee Net Investment Income ReturnsIncome, if any, that exceed a rate exceeds 2.50% in any calendar quarter. The portion of return such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will be paid to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of 1.43% (5.72% annualized)the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct.
Appears in 3 contracts
Sources: Investment Advisory Agreement (Sound Point Meridian Capital, Inc.), Investment Advisory Agreement (Sound Point Meridian Capital, Inc.), Investment Advisory Agreement (Panagram Capital, LLC)
Incentive Fee. The incentive fee will consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below.
(i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing the Fund’s Pre-Incentive Fee Net Investment Income, the calculation methodology will look through total return swaps as if the Fund owned the referenced assets directly. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized). The Fund will pay the Adviser an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%; • 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; and • 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized).and
Appears in 3 contracts
Sources: Investment Advisory Agreement (HPS Corporate Lending Fund), Investment Advisory Agreement (HPS Corporate Lending Fund), Investment Advisory Agreement (HPS Corporate Lending Fund)
Incentive Fee. The incentive fee will Incentive Fee shall consist of two components that are independent of each other, with the result that one component may be payable even if the other is notparts: (1) a subordinated incentive fee on income and (2) an incentive fee on capital gains. A portion Each part of the incentive fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described outlined below.
(i) The first part of the Incentive Fee Fee, referred to as the subordinated incentive fee on Pre-Incentive Fee Net Investment Income. The portion income, will be calculated and payable quarterly in arrears based on the FundCompany’s pre-incentive fee net investment income is based for the immediately preceding quarter. The payment of the subordinated incentive fee on Preincome will be subject to pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” meansincentive fee net investment income for the previous quarter, expressed as the context requires, either the dollar value of, or percentage a quarterly rate of return on adjusted capital at the value beginning of the Fund’s most recently completed calendar quarter, exceeding 1.875% (7.5% annualized), subject to a “catch up” feature (as described below). For this purpose, pre-incentive fee net assets at the end of the immediate preceding quarter from, investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies) accrued during the calendar quarter, minus the FundCompany’s operating expenses accrued for the quarter (including the management feeBase Management Fee, Administrative Services expenses and the expenses payable under the Administration Agreement, any other administration or similar agreement and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred sharesstock, but excluding the incentive fee and any distribution or shareholder servicing feesfee). Pre-Incentive Fee Net Investment Income Returns includeincentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, discount debt instruments with paypayment-in-kind interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income ReturnsFor purposes of this fee, expressed as a rate of return on the value adjusted capital means cumulative gross proceeds generated from sales of the FundCompany’s net assets at common stock (including proceeds from the end Company’s distribution reinvestment plan) reduced for non-liquidating distributions, other than distributions of profits, paid to the Company’s stockholders and amounts paid for share repurchases pursuant to the Company’s share repurchase program. The calculation of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized). The Fund will pay the Adviser an subordinated incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in on income for each calendar quarter is as follows: • no No subordinated incentive fee based on Pre-Incentive Fee Net Investment Income Returns income shall be payable to the Adviser in any calendar quarter in which the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns do incentive fee net investment income does not exceed the hurdle rate of 1.25%1.875% (or 7.5% annualized) on adjusted capital; • 100% of the dollar amount of the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returnsincentive fee net investment income, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43or equal to 2.34375% in any calendar quarter (5.729.375% annualized)) shall be payable to the Adviser. This portion of the subordinated incentive fee on income is referred to as Prethe “catch up” and is intended to provide the Adviser with an incentive fee of 20.0% on all of the Company’s pre-Incentive Fee Net Investment Income Returns (which exceeds incentive fee net investment income as if the hurdle rate but is less than 1.43%did not apply when the pre-incentive fee net investment income exceeds 2.34375% (9.375% annualized) as the “catch-up”in any calendar quarter; and • 12.5For any quarter in which the Company’s pre-incentive fee net investment income exceeds 2.34375% (9.375% annualized), the subordinated incentive fee on income shall equal 20.0% of the dollar amount of the FundCompany’s Prepre-incentive fee net investment income, as the hurdle rate and catch-up will have been achieved.
(ii) The second part of the Incentive Fee Net Investment Income ReturnsFee, if anyreferred to as the incentive fee on capital gains, that exceed shall be an incentive fee on realized capital gains earned on liquidated investments from the portfolio of the Company and shall be determined and payable in arrears as of the end of each calendar year (or upon termination of the Agreement). This fee shall equal (a) 20.0% of the Company’s incentive fee capital gains, which shall equal the Company’s realized capital gains on a rate cumulative basis from inception, calculated as of return the end of 1.43% each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less (5.72% annualized)b) the aggregate amount of any previously paid capital gain incentive fees.
Appears in 2 contracts
Sources: Investment Advisory and Administrative Services Agreement (HMS Income Fund, Inc.), Investment Advisory and Administrative Services Agreement (HMS Income Fund, Inc.)
Incentive Fee. The incentive fee Incentive Fee will consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee Incentive Fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below.
(i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management feeBase Management Fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized). The Fund will pay the Adviser an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%% per quarter; • 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; and • 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized). These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the relevant quarter.
Appears in 2 contracts
Sources: Investment Management Agreement (AG Twin Brook Capital Income Fund), Investment Management Agreement (AGTB Private BDC)
Incentive Fee. The incentive fee will consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below.
(i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing the Fund’s Pre-Incentive Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the referenced assets directly. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediate immediately preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.05% annualized). The Fund will pay the Adviser an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%% per quarter (5% annualized); • 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income ReturnsIncome, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; and • 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized).and
Appears in 2 contracts
Sources: Investment Advisory Agreement (Fidelity Private Credit Fund), Investment Advisory Agreement (Fidelity Private Credit Fund)
Incentive Fee. The incentive fee will consist of two components that are independent of each other, with Incentive Fee shall be calculated and payable quarterly in arrears based on the result that one component may be payable even if the other is not. A portion Pre-Incentive Fee Net Investment Income of the incentive fee is based on a percentage of Company for the Fund’s income and a portion is based on a percentage of the Fund’s capital gainsimmediately preceding calendar quarter. For this purpose, each as described below.
(i) Incentive Fee on “Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companiesan investment) accrued during the calendar quarter, minus the FundCompany’s operating expenses accrued for the quarter (including the management feeBase Management Fee, expenses payable under the Administration Agreement, Agreement (if in effect) and any interest expense or fees on any credit facilities or outstanding debt and and/or dividends paid on any issued and outstanding preferred sharesdebt or Preferred Interests, but excluding the incentive fee and any distribution or shareholder servicing feesIncentive Fee). Pre-Incentive Fee Net Investment Income Returns includeincludes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with paypayment-in-kind interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do does not include any realized capital gains, realized capital losses or unrealized capital appreciation gains or depreciationrealized or unrealized losses. Pre-Incentive Fee Net Investment Income ReturnsIncome, expressed as a rate of return on the value of the FundCompany’s net assets at the end of the immediate immediately preceding calendar quarter, is shall be compared to a “hurdle rate” of return of 1.252.00% per quarter (5.0% annualized)quarter. The Fund will Company shall pay the Adviser an incentive fee quarterly in arrears Incentive Fee with respect to the FundCompany’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • (1) no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the FundCompany’s Pre-Incentive Fee Net Investment Income Returns do does not exceed the hurdle rate of 1.252.00%; • (2) 100% of the dollar amount of the FundCompany’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income ReturnsIncome, if any, that exceeds the hurdle rate of 2.00% but is less than a rate of return of 1.432.353% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”in any calendar quarter; and • 12.5(3) 15% of the dollar amount of the FundCompany’s Pre-Incentive Fee Net Investment Income ReturnsIncome, if any, that exceed a rate exceeds 2.353% in any calendar quarter. The portion of return such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will be paid to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of 1.43% (5.72% annualized)the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Panagram Capital, LLC), Investment Advisory Agreement (Panagram Capital, LLC)
Incentive Fee. The incentive fee will consist of two components that are independent of each other, with the result that one component may Incentive Fee shall be payable even if quarterly in arrears based on the other is not. A portion Pre-Incentive Fee Net Investment Income of the incentive fee is Fund or each class of Shares of the Fund (to the extent that the Fund offers multiple classes of Shares) (“Class”), based on such Class’s net asset value relative to the Fund as a percentage of whole, for the Fund’s income immediately preceding calendar quarter, subject to a “hurdle” and a portion is based on a percentage of the Fund’s capital gains“catch up” feature. For this purpose, each as described below.
(i) Incentive Fee on “Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, means (a) interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companiesfees) accrued during the calendar quarterquarter (or, if applicable, a Class’s allocable share of such income), minus (b) the Fund’s operating expenses accrued for the quarter (including the management feeBase Management Fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and and/or dividends paid on any issued and outstanding debt or preferred sharesstock and, if applicable, any fees payable for distribution and/or shareholder servicing agreements, but excluding organizational and offering expenses and the incentive fee Incentive Fee) (or, if applicable, a Class’s allocable share of such operating expenses) after giving application to any reimbursement or recoupment under any expense limitation agreement to which the Fund may be a party, as may be amended from time to time (the “Expense Limitation and any distribution or shareholder servicing feesReimbursement Agreement”). Pre-Incentive Fee Net Investment Income Returns includeincludes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with paypayment-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do does not include any realized capital gains, realized capital losses or unrealized capital appreciation gains or depreciationrealized or unrealized losses. Pre-Incentive Fee Net Investment Income ReturnsIncome, expressed as a rate of return on the value of the Fund’s or Class’s, as applicable, net assets at the end of the immediate immediately preceding calendar quarter, is shall be compared to a “hurdle rate” of return of 1.252.00% per quarter (5.08.00% annualized)) of the Fund’s or Class’s, as applicable, net asset value per quarter. The Fund will shall pay the Adviser an incentive fee quarterly in arrears Incentive Fee with respect to the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • (1) no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income Returns do does not exceed 2.00% of the hurdle rate of 1.25%Fund’s net asset value; • (2) 100% of the dollar amount of the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income ReturnsIncome, if any, that exceeds the hurdle rate but is less than a rate 2.50% of return the Fund’s net asset value in any calendar quarter; and (3) 20% of 1.43% (5.72% annualized). This is referred to the amount of the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; and • 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income ReturnsIncome, if any, that exceed a rate exceeds 2.50% of return of 1.43% (5.72% annualized)the Fund’s net asset value in any calendar quarter.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Eagle Point Institutional Income Fund), Investment Advisory Agreement (Eagle Point Institutional Income Fund)
Incentive Fee. The incentive fee will consist of is divided into two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the parts: (1) a subordinated incentive fee is based on a percentage of the Fund’s income and a portion is based (2) an incentive fee on a percentage of the Fund’s capital gains, each as described below.
(i) Incentive Fee The subordinated incentive fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based earned on Prepre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, incentive fee net investment income and shall be determined and payable in arrears as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of each calendar quarter during which this Agreement is in effect. In the immediate preceding quarter fromcase of a liquidation or if this Agreement is terminated, the fee will also become payable as of the effective date of the event. For purposes of calculating the subordinated incentive fee, (A) “pre-incentive fee net investment income” is defined as interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (quarter, including the management feeManagement Fee, expenses payable under the Administration Administrative Services Agreement, and dated as of the date hereof (as it may be amended from time to time), any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred sharesstock, but excluding (x) the incentive fee and any distribution or shareholder servicing fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature and (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include y) any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre, (B) “cumulative net increase in net assets resulting from operations” is defined as the sum of the pre-Incentive Fee Net Investment Income Returnsincentive fee net investment income, expressed the Management Fees, realized gains and losses and unrealized appreciation and depreciation for the look-back period, and (C) “look-back period” is defined as a rate of return (x) through December 31, 2017, the period which commences on January 1, 2017 and ends on the value last day of the Fund’s net assets at most recently completed quarter and (y) after December 31, 2017, the end of most recently completed quarter and the immediate three preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized)calendar quarters. The Fund will pay the Adviser an subordinated incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in on income for each calendar quarter will be calculated as follows: • – no subordinated incentive fee based on Pre-Incentive Fee Net Investment Income Returns income will be payable in any calendar quarter in which the Fund’s Prepre-Incentive Fee Net Investment Income Returns do incentive fee net investment income does not exceed the hurdle preferred return rate to shareholders of 1.25%1.75% (7.00% annualized) (the “preferred return”) of average net assets; • – 100% of the dollar amount of the Fund’s Prepre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returnsincentive fee net investment income, if any, that exceeds the hurdle rate preferred return, but is less than a rate of return of 1.43or equal to 2.1875% in any quarter (5.728.75% annualized). This is referred , will be payable to as Pre-Incentive Fee Net Investment Income Returns the Adviser (which exceeds the hurdle rate but is less than 1.43%) as the “catchcatch up provision”), which is intended to provide the Adviser with an incentive fee of 20% on all of the pre-up”incentive fee net investment income when the pre-incentive fee net investment income reaches 2.1875% in any quarter (8.75% annualized) of average net assets; and • 12.5– for any quarter in which pre-incentive fee net investment income exceeds 2.1875% (8.75% annualized) of average net assets, the subordinated incentive fee on income shall equal 20% of pre-incentive fee net investment income; provided that no subordinated incentive fee will be payable except to the extent that 20.0% of the dollar cumulative net increase in net assets resulting from operations over the look-back period exceeds the cumulative incentive fees accrued and/or paid for the look-back period.
(ii) The incentive fee on capital gains will be earned on liquidated investments and shall be determined and payable in arrears as of the end of each calendar year during which this Agreement is in effect. In the case of a liquidation, or if this Agreement is terminated, the fee will also become payable as of the effective date of such event. The fee is equal to 20% of realized capital gains, less the aggregate amount of the Fund’s Pre-Incentive Fee Net Investment Income Returnsany previously paid incentive fee on such capital gains. The incentive fee on capital gains is equal to realized capital gains on a cumulative basis from inception, if any, that exceed computed net of all realized capital losses and unrealized capital depreciation on a rate of return of 1.43% (5.72% annualized)cumulative basis.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Corporate Capital Trust, Inc.), Investment Advisory Agreement (Corporate Capital Trust, Inc.)
Incentive Fee. The incentive fee will consist of two components that are independent of each other, with Incentive Fee shall be calculated and payable quarterly in arrears based on the result that one component may be payable even if the other is not. A portion Pre-Incentive Fee Net Investment Income of the incentive fee is based on a percentage of Company for the Fund’s income and a portion is based on a percentage of the Fund’s capital gainsimmediately preceding calendar quarter. For this purpose, each as described below.
(i) Incentive Fee on “Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companiesan investment) accrued during the calendar quarter, minus the FundCompany’s operating expenses accrued for the quarter (including the management feeBase Management Fee, expenses payable under the Administration Agreement, Agreement (if in effect) and any interest expense or fees on any credit facilities or outstanding debt and and/or dividends paid on any issued and outstanding preferred sharesdebt or Preferred Interests, but excluding the incentive fee and any distribution or shareholder servicing feesIncentive Fee). Pre-Incentive Fee Net Investment Income Returns includeincludes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with paypayment-in-kind interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do does not include any realized capital gains, realized capital losses or unrealized capital appreciation gains or depreciationrealized or unrealized losses. Pre-Incentive Fee Net Investment Income ReturnsIncome, expressed as a rate of return on the value of the FundCompany’s net assets at the end of the immediate immediately preceding calendar quarter, is shall be compared to a “hurdle rate” of return of 1.252.00% per quarter (5.0% annualized)quarter. The Fund will Company shall pay the Adviser an incentive fee quarterly in arrears Incentive Fee with respect to the FundCompany’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • (1) no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the FundCompany’s Pre-Incentive Fee Net Investment Income Returns do does not exceed the hurdle rate of 1.252.00%; • (2) 100% of the dollar amount of the FundCompany’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income ReturnsIncome, if any, that exceeds the hurdle rate of 2.00% but is less than a rate of return of 1.432.35294% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”in any calendar quarter; and • 12.5(3) 15% of the dollar amount of the FundCompany’s Pre-Incentive Fee Net Investment Income ReturnsIncome, if any, that exceed a rate exceeds 2.35294% in any calendar quarter. The portion of return such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will be paid to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of 1.43% (5.72% annualized)the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct.
Appears in 1 contract
Sources: Investment Advisory Agreement (Pearl Diver Credit Company, LLC)
Incentive Fee. The incentive fee will Incentive Fee shall consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee Incentive Fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below.:
(i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income ReturnsReturns (the “Income Incentive Fee”). “Pre-Incentive Fee Net Investment Income Returns” means, as the context requiresdividends, either the dollar value of, cash interest or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, dividend other distributions or other cash income and any other income third-party fees received from portfolio companies (including any other such as upfront fees, commitment fees, origination fee, amendment fees, ticking fees (other than and break-up fees, as well as prepayments premiums, but excluding fees for providing managerial assistance)assistance and fees earned by the Adviser or an affiliate in its capacity as an administrative agent, such as commitmentsyndication agent, originationcollateral agent, structuring, diligence and consulting fees loan servicer or other fees that the Fund receives from portfolio companiessimilar capacity) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management fee, taxes, any expenses payable under this Agreement (and, to the extent applicable, any other investment advisory agreement with an affiliate of the Adviser) and the Administration AgreementAgreement with the Fund’s Administrator, any expense of securitizations, and any interest expense or other financing fees on and any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee Incentive Fee and any distribution or shareholder servicing and/or distribution fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with paypayment-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediate immediately preceding quarter, is compared to a “hurdle rate” of return of 1.251.50% per quarter (5.06.0% annualized). The Fund will pay the Adviser an incentive fee Income Incentive Fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • · no incentive fee based on Pre-Income Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.251.50%; • · 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than or equal to a rate of return of 1.431.7143% (5.727.04% annualized). This is referred to as portion of Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43or equal to 1.7143%) is referred to as the “catch-up”; and • .” · 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.431.7143% (5.727.04% annualized).
Appears in 1 contract
Sources: Investment Advisory Agreement (Monroe Capital Enhanced Corporate Lending Fund)
Incentive Fee. The incentive fee will consist of two components that are independent of each other, with the result that one component may Incentive Fee shall be payable even if the other is not. A portion of the incentive fee is based on a percentage quarterly in arrears and equal to 15% of the Fund’s income Pre-Incentive Fee Net Investment Income of the Fund or each class of Shares of the Fund (to the extent that the Fund offers multiple classes of Shares) (“Class”), based on such Class’s net asset value relative to the Fund as a whole, for the immediately preceding calendar quarter, subject to a “hurdle” and a portion is based on a percentage of the Fund’s capital gains“catch up” feature. For this purpose, each as described below.
(i) Incentive Fee on “Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, means (a) interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companiesfees) accrued during the calendar quarterquarter (or, if applicable, a Class’s allocable share of such income), minus (b) the Fund’s operating expenses accrued for the quarter (including the management feeBase Management Fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and and/or dividends paid on any issued and outstanding debt or preferred sharesstock and, if applicable, any fees payable for distribution and/or shareholder servicing agreements, but excluding organizational and offering expenses and the incentive fee Incentive Fee) (or, if applicable, a Class’s allocable share of such operating expenses) after giving application to any reimbursement or recoupment under any expense limitation and any distribution or shareholder servicing feesreimbursement agreement to which the Fund may be a party, as may be amended from time to time (the “Expense Limitation and Reimbursement Agreement”). Pre-Incentive Fee Net Investment Income Returns includeincludes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with paypayment-in-kind interest and zero zero-coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do does not include any realized capital gains, realized capital losses or unrealized capital appreciation gains or depreciationrealized or unrealized losses. Pre-Incentive Fee Net Investment Income ReturnsIncome, expressed as a rate of return on the value of the Fund’s or Class’s, as applicable, net assets at the end of the immediate immediately preceding calendar quarter, is shall be compared to a “hurdle rate” of return 2.00% (8.00% annualized) of 1.25% the Fund’s or Class’s, as applicable, net asset value per quarter (5.0% annualized)and a “catch up” feature, the Incentive Fee. The Fund will shall pay the Adviser an incentive fee quarterly in arrears Incentive Fee with respect to the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • (1) no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income Returns do does not exceed the hurdle rate of 1.25%2.00% of the Fund’s net asset value; • (2) 100% of the dollar amount of the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income ReturnsIncome, if any, that exceeds the hurdle rate but is less than a rate 2.3529% of return of 1.43% the Fund’s net asset value in any calendar quarter (5.729.4118% annualized). This is referred to ; and (3) 15% of the amount of the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; and • 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income ReturnsIncome, if any, that exceed a rate exceeds 2.3529% of return of 1.43% (5.72% annualized)the Fund’s net asset value in any calendar quarter.
Appears in 1 contract
Sources: Investment Advisory Agreement (Eagle Point Enhanced Income Trust)
Incentive Fee. The Advisor shall receive an incentive fee will (the “Incentive Fee”). The Incentive Fee shall consist of two components that are independent of each otherparts, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below.follows:
(i) Incentive Fee on Pre-Incentive Fee Investment Income Fee. The Advisor shall receive an investment income fee (the “Investment Income Fee”) equal to 15% of the excess, if any, of the Company’s Net Investment Income for the fiscal quarter over a quarterly hurdle rate equal to 2% (8% annualized), multiplied, in either case, by the Company’s average monthly Net Assets for the quarter. “Net Assets” means the Managed Assets less deferred taxes, debt entered into for the purposes of leverage and the aggregate liquidation preference of outstanding preferred shares. “Net Investment Income. The portion based on the Fund’s ” means interest income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, (including accrued interest incomethat we have not yet received in cash), dividend and distribution income from equity investments (but excluding that portion of cash distributions that are treated as a return of capital), and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, syndication, structuring, diligence diligence, monitoring, and consulting fees or other fees that the Fund receives Company is entitled to receive from portfolio companies) accrued during the calendar fiscal quarter, minus the FundCompany’s operating expenses accrued for the such quarter (including the management feeBase Management Fee, expenses payable under the Administration Agreementpursuant to Section 11 below, and any interest expense or fees on expense, any credit facilities or outstanding debt accrued income taxes related to net investment income, and dividends paid on any issued and outstanding preferred sharesstock, if any, but excluding the incentive fee and any distribution or shareholder servicing feesIncentive Fee payable hereunder). Pre-Incentive Fee Net Investment Income Returns includealso includes, in the case of investments with a deferred interest or income feature (such as original issue discount, debt or equity instruments with paya payment-in-kind interest feature, and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do does not include any realized capital gains, realized capital losses losses, or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net The Investment Income Returns, expressed as a rate Fee shall be calculated and payable quarterly in arrears within thirty (30) days of return on the value of the Fund’s net assets at the end of the immediate preceding each fiscal quarter, is compared to a with the fee first accruing from the first anniversary of the day the Company receives the proceeds from its initial offering of common shares (the “hurdle rate” Commencement of return of 1.25% per quarter (5.0% annualizedOperations”). The Fund will pay the Adviser an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in each calendar the first fiscal quarter as follows: • no incentive the fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar accrues or the fiscal quarter in during which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed Agreement is in effect in the hurdle rate event of 1.25%; • 100% termination of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; and • 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized)Agreement during any fiscal quarter.
Appears in 1 contract
Sources: Investment Advisory Agreement (Tortoise Capital Resources Corp)
Incentive Fee. The incentive fee Incentive Fee will consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee Incentive Fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below.
(i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management feeBase Management Fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediate immediately preceding quarter, is compared to a “hurdle rate” of return of 1.251.500% per quarter (5.06.000% annualized). The Fund will pay the Adviser an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%1.500% per quarter (6.000% annualized); • 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.431.667% (5.726.667% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; and • 12.510% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.431.667% (5.726.667% annualized). These calculations are prorated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter.
Appears in 1 contract
Sources: Investment Advisory Management Agreement (Apollo Origination II (L) Capital Trust)
Incentive Fee. The incentive fee will Incentive Fee shall consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee Incentive Fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below.:
(i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income ReturnsReturns (the “Income Incentive Fee”). “Pre-Incentive Fee Net Investment Income Returns” means, as the context requiresdividends, either the dollar value of, cash interest or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, dividend other distributions or other cash income and any other income third-party fees received from portfolio companies (including any other such as upfront fees, commitment fees, origination fee, amendment fees, ticking fees (other than and break-up fees, as well as prepayments premiums, but excluding fees for providing managerial assistance)assistance and fees earned by the Adviser or an affiliate in its capacity as an administrative agent, such as commitmentsyndication agent, originationcollateral agent, structuring, diligence and consulting fees loan servicer or other fees that the Fund receives from portfolio companiessimilar capacity) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management fee, taxes, any expenses payable under this Agreement (and, to the extent applicable, any other investment advisory agreement with an affiliate of the Adviser) and the Administration AgreementAgreement with the Fund’s Administrator, any expense of securitizations, and any interest expense or other financing fees on and any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee Incentive Fee and any distribution or shareholder servicing and/or distribution fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with paypayment-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediate immediately preceding quarter, is compared to a “hurdle rate” of return of 1.251.50% per quarter (5.06.0% annualized). The Fund will pay the Adviser an incentive fee Income Incentive Fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • · no incentive fee based on Pre-Income Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.251.50%; • · 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than or equal to a rate of return of 1.431.7143% (5.727.04% annualized). This is referred to as portion of Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43or equal to 1.7143%) is referred to as the “catch-up”; and • .” · 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.431.7143% (5.727.04% annualized).
Appears in 1 contract
Sources: Investment Advisory Agreement (Monroe Capital Enhanced Corporate Lending Fund)
Incentive Fee. The incentive fee will Incentive Fee shall consist of two components that are independent of each otherparts, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below.follows:
(i) The first part of the Incentive Fee on Pre(the “Income-Incentive Fee Net Investment Income. The portion Based Fee”) shall be calculated and payable quarterly in arrears based on the FundCompany’s pre-incentive fee net investment income for the calendar quarter. For purposes of this Agreement, pre-incentive fee net investment income for any given calendar quarter is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, calculated as (A) the context requires, either the dollar value of, or percentage rate sum of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies, but excluding fees for providing managerial assistance) accrued by the Company during the such calendar quarter, minus (B) the FundCompany’s operating expenses accrued for the such quarter (including the management feeBase Management Fee, any expenses payable under the Administration Agreement, Agreement and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred sharesstock, but excluding the incentive fee and any distribution or shareholder servicing feesIncentive Fee). Pre-Incentive Fee Net Investment Income Returns includeincentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue market discount, debt instruments with paypayment-in-kind interest interest, preferred stock with payment-in-kind dividends and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. PreIn calculating the Income-Incentive Based Fee Net Investment Income Returnsfor any given calendar quarter, the Company’s pre-incentive fee net investment income, expressed as a rate of return on the value of the FundCompany’s net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediate immediately preceding quartercalendar quarter (the “Rate of Return”), is shall be compared to a “hurdle rate” rate of return of 1.252.0% per quarter (5.0% annualizedthe “Hurdle Rate”). The Fund will Company shall pay the Adviser Advisor an incentive fee quarterly in arrears Income-Based Fee with respect to the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns incentive fee net investment income in each calendar quarter as follows: • :
(A) no incentive fee based on PreIncome-Incentive Based Fee Net Investment Income Returns in any calendar quarter in which the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns do incentive fee net investment income does not exceed the hurdle rate of 1.25%; • Hurdle Rate in such quarter;
(B) 100% of the dollar amount of the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns incentive fee net investment income with respect to that portion of such Prepre-Incentive Fee Net Investment Income Returnsincentive fee net investment income, if any, that exceeds the hurdle rate Hurdle Rate but is less than a rate of return of 1.432.5% in such quarter; and
(5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%C) as the “catch-up”; and • 12.520% of the dollar amount of the FundCompany’s Prepre-Incentive Fee Net Investment Income Returnsincentive fee net investment income, if any, that exceed a rate exceeds 2.5% in such quarter; provided that, no Income-Based Fee will be payable except to the extent 20.0% of return the cumulative net increase in net assets resulting from operations over the calendar quarter for which such fees are being calculated and the 11 preceding quarters exceeds the cumulative Incentive Fees accrued and/or paid pursuant to Section 3(b) hereof for such 11 preceding quarters. For the foregoing purposes, the “cumulative net increases in net assets resulting from operations” is the amount, if positive, of 1.43% (5.72% annualized)the sum of pre-incentive fee net investment income, Base Management Fee, realized gains and losses and unrealized appreciation and depreciation of the Company for the calendar quarter for which such fees are being calculated and the 11 preceding calendar quarters.
Appears in 1 contract
Sources: Investment Advisory and Management Agreement (MONROE CAPITAL Corp)
Incentive Fee. The incentive fee will consist of two components that are independent of each other, with the result that one component may Incentive Fee shall be payable even if the other is not. A portion of the incentive fee is based on a percentage quarterly in arrears and equal to 15% of the Fund’s income Pre-Incentive Fee Net Investment Income of the Fund or each class of Shares of the Fund (to the extent that the Fund offers multiple classes of Shares) (“Class”), based on such Class’s net asset value relative to the Fund as a whole, for the immediately preceding calendar quarter, subject to a “hurdle” and a portion is based on a percentage of the Fund’s capital gains“catch up” feature. For this purpose, each as described below.
(i) Incentive Fee on “Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, means (a) interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companiesfees) accrued during the calendar quarterquarter (or, if applicable, a Class’s allocable share of such income), minus (b) the Fund’s operating expenses accrued for the quarter (including the management feeBase Management Fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and and/or dividends paid on any issued and outstanding debt or preferred sharesstock and, if applicable, any fees payable for distribution and/or shareholder servicing agreements, but excluding organizational and offering expenses and the incentive fee Incentive Fee) (or, if applicable, a Class’s allocable share of such operating expenses) after giving application to any reimbursement or recoupment under any expense limitation and any distribution or shareholder servicing feesreimbursement agreement to which the Fund may be a party, as may be amended from time to time (the “Expense Limitation and Reimbursement Agreement”). Pre-Incentive Fee Net Investment Income Returns includeincludes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with paypayment-in-kind interest and zero zero-coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do does not include any realized capital gains, realized capital losses or unrealized capital appreciation gains or depreciationrealized or unrealized losses. Pre-Incentive Fee Net Investment Income ReturnsIncome, expressed as a rate of return on the value of the Fund’s or Class’s, as applicable, net assets at the end of the immediate immediately preceding calendar quarter, is shall be compared to a “hurdle rate” of return 1.875% (7.5% annualized) of 1.25% the Fund’s or Class’s, as applicable, net asset value per quarter (5.0% annualized)and a “catch up” feature, the Incentive Fee. The Fund will shall pay the Adviser an incentive fee quarterly in arrears Incentive Fee with respect to the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • (1) no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income Returns do does not exceed the hurdle rate of 1.25%1.875% of the Fund’s net asset value; • (2) 100% of the dollar amount of the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income ReturnsIncome, if any, that exceeds the hurdle rate but is less than a rate 2.20588% of return of 1.43% the Fund’s net asset value in any calendar quarter (5.728.82353% annualized). This is referred to ; and (3) 15% of the amount of the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; and • 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income ReturnsIncome, if any, that exceed a rate exceeds 2.20588% of return of 1.43% (5.72% annualized)the Fund’s net asset value in any calendar quarter.
Appears in 1 contract
Sources: Investment Advisory Agreement (Eagle Point Defensive Income Trust)
Incentive Fee. The incentive fee will Incentive Fee shall consist of two components that are independent of each otherparts, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below.follows:
(i) The first part of the Incentive Fee on Pre(the “Income-Incentive Fee Net Investment Income. The portion Based Fee”) shall be calculated and payable quarterly in arrears based on the FundCompany’s pre-incentive fee net investment income for the calendar quarter. For purposes of this Agreement, pre-incentive fee net investment income for any given calendar quarter is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, calculated as (A) the context requires, either the dollar value of, or percentage rate sum of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies, but excluding fees for providing managerial assistance) accrued by the Company during the such calendar quarter, minus (B) the FundCompany’s operating expenses accrued for the such quarter (including the management feeBase Management Fee, any expenses payable under the Administration Agreement, Agreement and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred sharesstock, but excluding the incentive fee and any distribution or shareholder servicing feesIncentive Fee). Pre-Incentive Fee Net Investment Income Returns includeincentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue market discount, debt instruments with paypayment-in-kind interest interest, preferred stock with payment-in-kind dividends and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. PreIn calculating the Income-Incentive Based Fee Net Investment Income Returnsfor any given calendar quarter, the Company’s pre-incentive fee net investment income, expressed as a rate of return on the value of the FundCompany’s net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediate immediately preceding quartercalendar quarter (the “Rate of Return”), is shall be compared to a “hurdle rate” rate of return of 1.252.0% per quarter (5.0% annualizedthe “Hurdle Rate”). The Fund will Company shall pay the Adviser Advisor an incentive fee quarterly in arrears Income-Based Fee with respect to the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns incentive fee net investment income in each calendar quarter as follows: • :
(A) no incentive fee based on PreIncome-Incentive Based Fee Net Investment Income Returns in any calendar quarter in which the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns do incentive fee net investment income does not exceed the hurdle rate of 1.25%; • Hurdle Rate in such quarter;
(B) 100% of the dollar amount of the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns incentive fee net investment income with respect to that portion of such Prepre-Incentive Fee Net Investment Income Returnsincentive fee net investment income, if any, that exceeds the hurdle rate Hurdle Rate but is less than a rate of return of 1.432.5% in such quarter; and
(5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%C) as the “catch-up”; and • 12.520% of the dollar amount of the FundCompany’s Prepre-Incentive Fee Net Investment Income Returnsincentive fee net investment income, if any, that exceed exceeds 2.5% in such quarter; provided that, no Income-Based Fee will be payable except to the extent 20.0% of the cumulative net increase in net assets resulting from operations over the calendar quarter for which such fees are being calculated and the 11 preceding quarters exceeds the cumulative Incentive Fees accrued and/or paid pursuant to Section 3(b) hereof for such 11 preceding quarters. For the foregoing purposes, the “cumulative net increases in net assets resulting from operations” is the amount, if positive, of the sum of pre-incentive fee net investment income, Base Management Fee, realized gains and losses and unrealized appreciation and depreciation of the Company for the calendar quarter for which such fees are being calculated and the 11 preceding calendar quarters. Income-Based Fees shall be adjusted for any share issuances or repurchases during the calendar quarter, and Income-Based Fees for any period of less than three months shall be prorated based on the number of days in such period.
(ii) The second part of the Incentive Fee (the “Capital Gains Fee”) shall be calculated and payable in arrears at the end of each fiscal year (or, upon termination of this Agreement pursuant to Section 10, as of the termination date) based on the Company’s net capital gains, if any, on a rate cumulative basis from the company’s inception through the end of return each fiscal year. For purposes of 1.43this Agreement, net capital gains are calculated by subtracting (A) the sum of the Company’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (B) the Company’s cumulative aggregate realized capital gains, if any. If such amount is positive at the end of the relevant calendar year, then the Capital Gains Fee for such year shall be equal to 20% of such amount, less the aggregate amount of Capital Gains Fees paid in all prior years. If such amount is negative, then there shall be no Capital Gains Fee for such year. If this Agreement shall terminate as of a date that is not a calendar-year end, the termination date shall be treated as though it were a calendar-year end for purposes of calculating and paying a Capital Gains Fee. Any Capital Gains Fee for any partial year shall be prorated based on the number of days in such year.
(5.72% annualized)iii) For purposes of this Agreement:
(A) cumulative aggregate realized capital gains are calculated as the sum of the differences, if positive, between (1) the net sales price of each investment in the Company’s portfolio when sold and (2) the original cost of such investment;
(B) cumulative aggregate realized capital losses are calculated as the absolute value of the sum of the differences, if negative, between (1) the net sales price of each investment in the Company’s portfolio when sold and (2) the original cost of such investment; and
(C) aggregate unrealized capital depreciation is calculated as the absolute value of the sum of the differences, if negative, between (1) the valuation of each investment in the Company’s portfolio as of the end of the applicable calculation date and (2) the original cost of such investment.
Appears in 1 contract
Sources: Investment Advisory and Management Agreement (MONROE CAPITAL Corp)
Incentive Fee. The incentive fee will consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Fund’s 's income and a portion is based on a percentage of the Fund’s 's capital gains, each as described below.
(i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s 's income is based on "pre-incentive fee net investment income." "Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” incentive fee net investment income" means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s 's net assets in accordance with GAAP at the end of the immediate immediately preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s 's operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder servicing feesfee). Pre-Incentive Fee Net Investment Income Returns includeincentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market or original issue discount, debt instruments with paypayment-in-kind interest interest, preferred stock with payment-in-kind dividends and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from pre-incentive fee net investment income. Pre-Incentive Fee Net Investment Income Returnsincentive fee net investment income, expressed as a rate of return on the value of the Fund’s 's net assets at the end of the immediate immediately preceding quarter, is compared to a “"hurdle rate” " of return of 1.25% per quarter (5.0% annualized). The Fund will pay the Adviser an incentive fee quarterly in arrears with respect to the Fund’s Pre's pre-Incentive Fee Net Investment Income Returns incentive fee net investment income in each calendar quarter as follows: • no incentive fee based on Prepre-Incentive Fee Net Investment Income Returns incentive fee net investment income in any calendar quarter in which the Fund’s Pre's pre-Incentive Fee Net Investment Income Returns do incentive fee net investment income does not exceed the hurdle rate of 1.25%; • 100% of the dollar amount of the Fund’s Pre's pre-Incentive Fee Net Investment Income Returns incentive fee net investment income with respect to that portion of such Prepre-Incentive Fee Net Investment Income Returnsincentive fee net investment income, if any, that exceeds the hurdle rate but is less than a rate of return of 1.431.4286% (5.725.714% annualized). This is referred to as Preportion of the pre-Incentive Fee Net Investment Income Returns incentive fee net investment income (which exceeds the hurdle rate but is less than 1.431.4286%) is referred to as the “"catch-up”"; and • 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized).and
Appears in 1 contract
Sources: Investment Advisory and Management Agreement (Ares Core Infrastructure Fund)
Incentive Fee. The incentive fee will Incentive Fee shall consist of two components that are independent of each otherparts, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below.follows:
(i) The first part of the Incentive Fee on Pre(the “Income-Incentive Fee Net Investment Income. The portion Based Fee”) shall be calculated and payable quarterly in arrears based on the FundCompany’s pre-incentive fee net investment income for the calendar quarter. For purposes of this Agreement, pre-incentive fee net investment income for any given calendar quarter is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, calculated as (A) the context requires, either the dollar value of, or percentage rate sum of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies, but excluding fees for providing managerial assistance) accrued by the Company during the such calendar quarter, minus (B) the FundCompany’s operating expenses accrued for the such quarter (including the management feeBase Management Fee, any expenses payable under the Administration Agreement, Agreement and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred sharesstock, but excluding the incentive fee and any distribution or shareholder servicing feesIncentive Fee). Pre-Incentive Fee Net Investment Income Returns includeincentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue market discount, debt instruments with paypayment-in-kind interest interest, preferred stock with payment-in-kind dividends and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do incentive fee net investment income shall not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. PreIn calculating the Income-Incentive Based Fee Net Investment Income Returnsfor any given calendar quarter, the Company’s pre-incentive fee net investment income, expressed as a rate of return on the value of the FundCompany’s net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediate immediately preceding quartercalendar quarter (the “Rate of Return”), is shall be compared to a “hurdle rate” rate of return of 1.252.0% per quarter (5.0% annualizedthe “Hurdle Rate”). The Fund will Company shall pay the Adviser Advisor an incentive fee quarterly in arrears Income-Based Fee with respect to the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns incentive fee net investment income in each calendar quarter as follows: • :
(A) no incentive fee based on PreIncome-Incentive Based Fee Net Investment Income Returns in any calendar quarter in which the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns do incentive fee net investment income does not exceed the hurdle rate of 1.25%; • Hurdle Rate in such quarter;
(B) 100% of the dollar amount of the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns incentive fee net investment income with respect to that portion of such Prepre-Incentive Fee Net Investment Income Returnsincentive fee net investment income, if any, that exceeds the hurdle rate Hurdle Rate but is less than a rate of return of 1.432.5% in such quarter; and
(5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%C) as the “catch-up”; and • 12.520% of the dollar amount of the FundCompany’s Prepre-Incentive Fee Net Investment Income Returnsincentive fee net investment income, if any, that exceed exceeds 2.5% in such quarter; provided that, no incentive fee in respect of Section 3(b)(i) hereof will be payable except to the extent 20.0% of the cumulative net increase in net assets resulting from operations over the calendar quarter for which such fees are being calculated and the 11 preceding quarters exceeds the cumulative incentive fees accrued and/or paid pursuant to Section 3(b) hereof for such 11 preceding quarters. For the foregoing purposes, the “cumulative net increases in net assets resulting from operations” is the amount, if positive, of the sum of pre-incentive fee net investment income, Base Management Fee, realized gains and losses and unrealized appreciation and depreciation of the Company for the calendar quarter for which such fees are being calculated and the 11 preceding calendar quarters. Income-Based Fees shall be adjusted for any share issuances or repurchases during the calendar quarter, and Income-Based Fees for any period of less than three months shall be prorated based on the number of days in such period.
(ii) The second part of the Incentive Fee (the “Capital Gains Fee”) shall be calculated and payable in arrears at the end of each fiscal year (or, upon termination of this Agreement pursuant to Section 9, as of the termination date) based on the Company’s net capital gains. For purposes of this Agreement, net capital gains are calculated by subtracting (A) the sum of the Company’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (B) the Company’s cumulative aggregate realized capital gains. If such amount is positive at the end of the relevant calendar year, then the Capital Gains Fee for such year shall be equal to 20% of such amount, less the aggregate amount of Capital Gains Fees paid in all prior years. If such amount is negative, then there shall be no Capital Gains Fee for such year. If this Agreement shall terminate as of a rate date that is not a calendar-year end, the termination date shall be treated as though it were a calendar-year end for purposes of return calculating and paying a Capital Gains Fee. Any Capital Gains Fee for any partial year shall be prorated based on the number of 1.43% days in such year. For purposes of this Agreement:
(5.72% annualized)A) cumulative aggregate realized capital gains are calculated as the sum of the differences, if positive, between (1) the net sales price of each investment in the Company’s portfolio when sold and (2) the original cost of such investment;
(B) cumulative aggregate realized capital losses are calculated as the absolute value of the sum of the differences, if negative, between (1) the net sales price of each investment in the Company’s portfolio when sold and (2) the original cost of such investment; and
(C) aggregate unrealized capital depreciation is calculated as the absolute value of the sum of the differences, if negative, between (1) the valuation of each investment in the Company’s portfolio as of the end of the applicable calculation date and (2) the original cost of such investment.
Appears in 1 contract
Sources: Investment Advisory and Management Agreement (MONROE CAPITAL Corp)
Incentive Fee. The incentive fee will Incentive Fee shall consist of two components that are independent of each otherparts, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below.follows:
(i) The first part of the Incentive Fee on Pre(the “Income-Incentive Fee Net Investment Income. The portion Based Fee”) shall be calculated and payable quarterly in arrears based on the FundCompany’s pre-incentive fee net investment income for the immediately preceding calendar quarter. For purposes of this Agreement, pre-incentive fee net investment income for any given calendar quarter is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, calculated as (A) the context requires, either the dollar value of, or percentage rate sum of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies, but excluding fees for providing managerial assistance) accrued by the Company during the such calendar quarter, minus (B) the FundCompany’s operating expenses accrued for the such quarter (including the management feeBase Management Fee, any expenses payable under the Administration Agreement, Agreement and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred sharesstock, but excluding the incentive fee and any distribution or shareholder servicing feesIncentive Fee). Pre-Incentive Fee Net Investment Income Returns includeincentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with paypayment-in-kind interest interest, preferred stock with payment-in-kind dividends and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. PreIn calculating the Income-Incentive Based Fee Net Investment Income Returnsfor any given calendar quarter, the Company’s pre-incentive fee net investment income, expressed as a rate of return on the value of the FundCompany’s net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediate immediately preceding calendar quarter, is shall be compared to a “hurdle rate” rate of return of 1.252.0% per quarter (5.08.0% annualized). The Fund will Company shall pay the Adviser Advisor an incentive fee quarterly in arrears Income-Based Fee with respect to the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns incentive fee net investment income in each calendar quarter as follows: • :
(A) no incentive fee based on PreIncome-Incentive Based Fee Net Investment Income Returns in any calendar quarter in which the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns do incentive fee net investment income does not exceed the hurdle rate of 1.25%; • 2.0% in such quarter;
(B) 100% of the dollar amount of the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns incentive fee net investment income with respect to that portion of such Prepre-Incentive Fee Net Investment Income Returnsincentive fee net investment income, if any, that exceeds the hurdle rate of 2.0% but is less than a rate of return of 1.432.5% in such quarter (5.7210.0% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns ; and
(which exceeds the hurdle rate but is less than 1.43%C) as the “catch-up”; and • 12.520% of the dollar amount of the FundCompany’s Prepre-Incentive Fee Net Investment Income Returnsincentive fee net investment income, if any, that exceed a rate of return of 1.43exceeds 2.5% in such quarter (5.7210.0% annualized).
Appears in 1 contract
Sources: Investment Advisory and Management Agreement (FIDUS INVESTMENT Corp)
Incentive Fee. The incentive fee will consist of two components that are independent of each other, with the result that one component may Incentive Fee shall be payable even if quarterly in arrears based on the other is not. A portion Pre-Incentive Fee Net Investment Income of the incentive fee is based on Fund for the immediately preceding calendar quarter, subject to a percentage of the Fund’s income “hurdle” and a portion is based on a percentage of the Fund’s capital gains“catch up” feature. For this purpose, each as described below.
(i) Incentive Fee on “Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, means (a) interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companiesfees) accrued during the calendar quarter, minus (b) the Fund’s operating expenses accrued for the quarter (including the management feeBase Management Fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and and/or dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding organizational and offering expenses and the incentive fee and any distribution or shareholder servicing feesIncentive Fee). Pre-Incentive Fee Net Investment Income Returns includeincludes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with paypayment-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do does not include any realized capital gains, realized capital losses or unrealized capital appreciation gains or depreciationrealized or unrealized losses. Pre-Incentive Fee Net Investment Income ReturnsIncome, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediate immediately preceding calendar quarter, is shall be compared to a “hurdle rate” of return of 1.252.00% per quarter (5.08.00% annualized)) of the Fund’s net asset value per quarter. The Fund will shall pay the Adviser an incentive fee quarterly in arrears Incentive Fee with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • (1) no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do does not exceed the hurdle rate of 1.25%; • 1002.00% of the dollar amount Fund’s net asset value; (2) 100% of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income ReturnsIncome, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%a) as the “catch-up”; and • 12.52.1277% of the dollar Fund’s net asset value in any calendar quarter in which the Fund’s net assets are less than $350 million or (b) 2.1141% of the Fund’s net asset value in any calendar quarter in which the Fund’s net assets equal or exceed $350 million; and (3) either (a) 6.00% of the amount of the Fund’s Pre-Incentive Fee Net Investment Income ReturnsIncome, if any, that exceeds 2.1277% of the Fund’s net asset value in any calendar quarter in which the Fund’s net assets are less than $350 million or (b) 5.40% of the amount of the Fund’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.1141% of the Fund’s net asset value in any calendar quarter in which the Fund’s net assets equal or exceed a rate of return of 1.43% (5.72% annualized)$350 million.
Appears in 1 contract
Sources: Investment Advisory Agreement (EP Private Capital Fund I)
Incentive Fee. The incentive fee will consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s realized capital gains, each as described below.
(i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder servicing and/or distribution fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized). The Fund will pay the Adviser Manager an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • · no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%% per quarter (5.0% annualized); • · 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; and • · 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized).
Appears in 1 contract
Incentive Fee. The incentive fee will consist of two components that are independent of each other, with the result that one component may be payable even if the 11 other is not. A portion of the incentive fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below.
(i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing the Fund’s Pre-Incentive Fee Net Investment Income, the calculation methodology will look through total return swaps as if the Fund owned the referenced assets directly. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized). The Fund will pay the Adviser an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%; • 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% 12 annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; and • 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized).•
Appears in 1 contract
Sources: Investment Advisory Agreement (T. Rowe Price OHA Select Private Credit Fund)
Incentive Fee. The incentive fee will consist of two components that are independent of each other, with Incentive Fee shall be calculated and payable quarterly in arrears based on the result that one component may be payable even if the other is not. A portion Pre-Incentive Fee Net Investment Income of the incentive fee is based on a percentage of Company for the Fund’s income and a portion is based on a percentage of the Fund’s capital gainsimmediately preceding calendar quarter. For this purpose, each as described below.
(i) Incentive Fee on “Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companiesan investment) accrued during the calendar quarter, minus the FundCompany’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement, Base Management Fee and any interest expense or fees on any credit facilities or outstanding debt and and/or dividends paid on any issued and outstanding preferred sharesdebt or Preferred Stock, but excluding the incentive fee and any distribution or shareholder servicing feesIncentive Fee). Pre-Incentive Fee Net Investment Income Returns includeincludes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with paypayment-in-kind interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do does not include any realized capital gains, realized capital losses or unrealized capital appreciation gains or depreciationrealized or unrealized losses. Pre-Incentive Fee Net Investment Income ReturnsIncome, expressed as a rate of return on the value of the FundCompany’s net assets at the end of the immediate immediately preceding calendar quarter, is shall be compared to a “hurdle rate” of return of 1.252.00% per quarter (5.0% annualized)quarter. The Fund will Company shall pay the Adviser an incentive fee quarterly in arrears Incentive Fee with respect to the FundCompany’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • (1) no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the FundCompany’s Pre-Incentive Fee Net Investment Income Returns do does not exceed the hurdle rate of 1.252.00%; • (2) 100% of the dollar amount of the FundCompany’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income ReturnsIncome, if any, that exceeds the hurdle rate of 2.00% but is less than a rate of return of 1.432.35294% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”in any calendar quarter; and • 12.5(3) 15% of the dollar amount of the FundCompany’s Pre-Incentive Fee Net Investment Income ReturnsIncome, if any, that exceed a rate exceeds 2.35294% in any calendar quarter. The portion of return such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will be paid to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of 1.43% (5.72% annualized)the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct.
Appears in 1 contract
Sources: Investment Advisory Agreement (Pearl Diver Credit Co Inc.)
Incentive Fee. The incentive fee Incentive Fee will consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee Incentive Fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below.
(i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management feeBase Management Fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized). The Fund will pay the Adviser an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%; • 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; and • 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized).
Appears in 1 contract
Sources: Investment Advisory Management Agreement (Apollo Debt Solutions BDC)
Incentive Fee. The incentive fee will Incentive Fee shall consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee Incentive Fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below.:
(i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income ReturnsReturns (the “Income Incentive Fee”). “Pre-Incentive Fee Net Investment Income Returns” means, as the context requiresdividends, either the dollar value of, cash interest or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, dividend other distributions or other cash income and any other income third-party fees received from portfolio companies (including any other such as upfront fees, commitment fees, origination fee, amendment fees, ticking fees (other than and break-up fees, as well as prepayments premiums, but excluding fees for providing managerial assistance)assistance and fees earned by the Adviser or an affiliate in its capacity as an administrative agent, such as commitmentsyndication agent, originationcollateral agent, structuring, diligence and consulting fees loan servicer or other fees that the Fund receives from portfolio companiessimilar capacity) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management fee, taxes, any expenses payable under this Agreement (and, to the extent applicable, any other investment advisory agreement with an affiliate of the Adviser) and the Administration AgreementAgreement with the Fund’s Administrator, any expense of securitizations, and any interest expense or other financing fees on and any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee Incentive Fee and any distribution or shareholder servicing and/or distribution fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with paypayment-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediate immediately preceding quarter, is compared to a “hurdle rate” of return of 1.251.50% per quarter (5.06.0% annualized). The Fund will pay the Adviser an incentive fee Income Incentive Fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • ● no incentive fee based on Pre-Income Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.251.50%; • ● 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than or equal to a rate of return of 1.431.7143% (5.727.04% annualized). This is referred to as portion of Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43or equal to 1.7143%) is referred to as the “catch-up”; and • .” ● 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.431.7143% (5.727.04% annualized).
Appears in 1 contract
Sources: Investment Advisory Agreement (Monroe Capital Enhanced Corporate Lending Fund)