Related-party conflict disclosed — Termination Fee — BAYVIEW FUND MANAGEMENT, LLC
HighA large termination fee equal to 3x the sum of average annual Base Management Fee plus average annual Incentive Compensation over the prior 24 months is payable upon non-cause termination, creating a significant economic barrier to replacing the Manager.
“a termination fee (the 'Termination Fee') equal to three (3) times the sum of (a) the average annual Base Management Fee and (b) the average annual (or if the period is less than 24 months, annualized) Incentive Compensation earned by the Manager during the 24-month period immediately preceding the date of such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement.”