First Amendment to Investment Advisory and Management Agreement between Fidus Investment Corporation and Fidus Investment Advisors, LLC
Fidus Investment Corporation and Fidus Investment Advisors, LLC have amended their existing Investment Advisory and Management Agreement, originally dated June 21, 2011. The amendment, effective March 4, 2014, updates how the Capital Gains Fee is calculated and paid. Now, the fee is determined annually based on the company's cumulative net capital gains since inception, with 20% of positive gains paid as a fee, minus any fees paid in prior years. If there are no net gains, no fee is due. The amendment also clarifies how fees are handled if the agreement ends mid-year.
Exhibit 10.7
FIRST AMENDMENT TO
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
This Amendment is made as of March 4, 2014 by and between Fidus Investment Corporation, a Maryland corporation (the Company) and Fidus Investment Advisors, LLC, a Delaware limited liability company (the Advisor).
WITNESSETH:
WHEREAS, the Company and the Advisor are parties to that certain Investment Advisory and Management Agreement (the Agreement) dated as of June 21, 2011;
WHERAS, the Agreement remains in full force and effect; and
WHEREAS, the Company and the Advisor desire to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Advisor hereby agree as follows:
1. Section 3(b)(ii) is restated in its entirety as follows:
(ii) The second part of the Incentive Fee (the Capital Gains Fee) shall be calculated and payable in arrears as of the end of each fiscal year (or, upon termination of this Agreement pursuant to Section 9, as of the termination date) based on the Companys net capital gains, if any on a cumulative basis from the Companys inception through the end of each fiscal year. For purposes of this Agreement, net capital gains are calculated by subtracting (A) the sum of the Companys cumulative aggregate realized capital losses and aggregated unrealized capital depreciation from (B) the Companys cumulative aggregate realized capital gains, if any. If such amount is positive as of the end of the relevant fiscal year, then the Capital Gains Fees 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 fiscal-year end, the termination date shall be treated as though it were a fiscal-year end for purposes of calculated and paying a Capital Gains Fee.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
FIDUS INVESTMENT CORPORATION | ||
By: | /s/ CARY L. SCHAEFER | |
Name: | Cary L. Schaefer | |
Title: | Chief Financial Officer |
FIDUS INVESMENT ADVISOR, LLC | ||
By: | /s/ EDWARD H. ROSS | |
Name: | Edward H. Ross | |
Title: | Manager and Chief Executive Officer |