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Related Parties
12 Months Ended
Dec. 31, 2015
Related Party Transactions [Abstract]  
Related Parties

Note 5. Related Parties

Agreements

Advisory Agreement

On February 19, 2016, the Company’s board of managers determined to extend the Amended and Restated Advisory Agreement, (the “Advisory Agreement”) effective March 24, 2016, for an additional one-year term.

Asset management fees payable to the Advisor are remitted quarterly in arrears and are equal to 0.50% (2.00% per annum) of Gross Asset Value, as defined in the Advisory Agreement between the Company and the Advisor. Asset management fees are paid to the Advisor in exchange for fund management and administrative services. Although the Advisor manages, on the Company’s behalf, many of the risks associated with global investments in developing economies, management fees do not include the cost of any hedging instruments or insurance policies that may be required to appropriately manage the Company’s risk.

If certain financial goals are reached by the Company, the Company is required to pay the Advisor an incentive fee which is comprised of two parts: (i) a subordinated fee on net investment income and (ii) an incentive fee on capital gains. The subordinated incentive fee on income is calculated and payable quarterly in arrears and is based upon the Company’s pre-incentive fee net investment income for the immediately preceding quarter. No subordinated incentive fee is earned by the Advisor in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the quarterly preferred return rate of 1.50% (6.00% annualized) (the “Preferred Return”). In any quarter, all of the Company’s pre-incentive fee net investment income, if any, that exceeds the quarterly Preferred Return, but is less than or equal to 1.875% (7.50% annualized) at the end of the immediately preceding fiscal quarter, is payable to the Advisor. For any quarter in which the Company’s pre-incentive fee net investment income exceeds 1.875% on its net assets at the end of the immediately preceding fiscal quarter, the subordinated incentive fee on income equals 20% of the amount of the Company’s pre-incentive fee net investment income.

An incentive fee on capital gains will be earned on investments sold and shall be determined and payable to the Advisor in arrears as of the end of each calendar year. The incentive fee on capital gains is equal to 20% of the Company’s realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees on capital gains. The Company had no capital gains and therefore did not accrue an incentive fee for the years ended December 31, 2015 and 2014.

Transactions

On March 31, 2014 and December 31, 2013, the Sponsor made permanent capital contributions to the Company in the amount of $31,750 and $51,034, respectively, to cover the amount of distributions paid by the Fund that were in excess of net investment income. These contributions are not covered by the Responsibility Agreement and thus will not be repaid to the Sponsor by the Company.

As discussed in Note 2, for the year ended December 31, 2015 and 2014, the Sponsor assumed responsibility for $3,384,145 and $2,327,720 of the Company’s operating expenses, management and incentive fees, which are deferred under the Responsibility Agreement.

For the years ended December 31, 2015 and 2014, the Advisor earned $2,006,532 and $794,737, respectively, in management fees and $1,576,895 and $544,147, respectively, in incentive fees.

Since the inception of the Company through December 31, 2015, pursuant to the terms of the Responsibility Agreement, the Sponsor has paid approximately $5,435,400 of operating expenses, management fees, and incentive fees on behalf of the Company and will pay or reimburse to the Company an additional $2,061,100 of expenses, which have been accrued by the Sponsor as of December 31, 2015. Such expenses, in the aggregate of $7,496,500 since the Company’s inception, will be expensed and payable by the Company to the Sponsor once the Company has raised gross proceeds of $200 million as further described in Note 2.

As of December 31, 2015 and 2014, due from affiliates on the Consolidated Statement of Assets and Liabilities in the amounts of $1,874,932 and $791,088, respectively, was due from the Sponsor in connection with the Responsibility Agreement for operating expenses which were paid by the Company, but, under the terms of the Responsibility Agreement, are the responsibility of the Sponsor. The Sponsor anticipates paying this receivable in the due course of business.

For the years ended December 31, 2015 and 2014, the Company paid $1,374,301 and $804,607, respectively, in dealer manager fees and $5,413,957 and $2,151,837, respectively, in selling commission to our dealer manager, SC Distributors. These fees and commissions were paid in connection with the sales of our units to investors and, as such, were recorded against the proceeds from the issuance of units and are not reflected in the Company’s consolidated statement of operations.

On July 9, 2014, the Company repurchased 2,840.21 Class A units from the Sponsor at a price of $9.025 per unit for a total of $25,634.

On December 31, 2014, the Company repurchased 4,432.133 Class A units from the Sponsor at a price of $9.025 per unit for a total of $40,000.

As of December 31, 2015 and 2014, due to affiliates, which were related to reimbursement of offering expenses to the Company’s Sponsor, amounted to $472,057 and $29,489, respectively.

Pursuant to the terms of the Amended and Restated Operating Expense Responsibility Agreement, the Company’s Sponsor has absorbed and deferred reimbursement for a substantial portion of the Company’s operating expenses since the Company began its operations. If the Company’s Sponsor does not absorb the Company’s operating expenses, the distributions the Company pays to its unitholders may need to be reduced. The Company’s Sponsor is under no obligation to continue to pay the Company’s operating expenses beyond December 31, 2015, and if the Sponsor chooses not to continue to extend its obligations beyond that date, the Company’s distributions to the Company’s unitholders may be reduced.