STIRA ALCENTRA GLOBAL CREDIT FUND
DISTRIBUTION PLAN
CLASS C SHARES
Adopted: May 22, 2018
Effective: May 22, 2018
This Distribution Plan (this "Plan") has been adopted by
the board of trustees (the "Board") of Stira Alcentra
Global Credit Fund (the "Fund"), a Delaware statutory
trust that is registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), as a non-
diversified, closed-end management investment
company that offers for public sale separate classes of
common shares of beneficial interest (the "Shares"),
subject to the terms and conditions set forth herein.
Background
The Fund has obtained exemptive relief from the U.S.
Securities and Exchange Commission (the "SEC") to
permit it to offer additional classes of common stock
and to impose early withdrawal charges and asset-
based distribution and servicing fees with respect to a
certain class pursuant to (i) Section 6(c) of the 1940 Act,
granting exemptions from Sections 18(a)(2), 18(c) and
18(i) of the 1940 Act; (ii) Sections 6(c) and 23(c) of the
1940 Act, granting exemptions from Rule 23c-3 of the
1940 Act; and (iii) Section 17(d) of the 1940 Act and
Rule 17d-1 thereunder (the "Exemptive Order"). In
connection with the Exemptive Order, the Fund has
elected to comply with the provisions of Rule 17d-1 as if
they applied to the Fund. Although the Fund is not an
open-end investment company, as a condition of the
Exemptive Order under the 1940 Act, which permits it
to have asset-based distribution and servicing fees, it
has undertaken to comply with the terms of (a) Rule
12b-1 of the 1940 Act, which regulates the manner in
which an open-end investment company may directly or
indirectly bear the expenses of distributing its shares
and (b) Rule 17d-3 of the 1940 Act, which provides
exemption for arrangements concerning payments for
distribution of shares for affiliated persons or principal
underwriters to a registered open-end company.
The Fund has entered into an Amended and Restated
Dealer Manager Agreement (the "Dealer Manager
Agreement"), as amended from time to time, with Stira
Capital Markets Group, LLC (the "SCMG") pursuant to
which SCMG has agreed to serve as the distributor of
the Shares of the Fund.
The Fund has adopted a separate distribution plan for
each class of Shares offered subject to a distribution
and servicing fee: Class T Shares, Class I Shares and
Class C Shares.
The Trustees of the Fund as a whole, and the Trustees
who are not interested persons of the Fund (as defined
in the 1940 Act) (the "Independent Trustees") and who
have no direct or indirect financial interest in the
operation of this Plan or in any agreement relating
hereto (the "Qualified Trustees"), having determined, in
the exercise of reasonable business judgment and in
light of their fiduciary duties under state law and under
Section 36(a) and (b) of the 1940 Act, that there is a
reasonable likelihood that this Plan will benefit Class C
shareholders and the Fund.
1. A. The Fund is authorized to pay to SCMG as
compensation for certain of SCMG's activities relating
to the distribution of Class C Shares to investors and
maintenance of shareholder accounts (the "Distribution
Activities") under this Plan, a distribution and servicing
fee at an annual rate of 1.0% of the then-current net
asset value of such Class C Shares, comprised of a 0.75%
distribution fee and a 0.25% service fee, payable for up
to eight years from the date of purchase (the
"Distribution and Servicing Fee"). Distribution Activities
may include, but are not limited to, the following: (a)
payments, including incentive compensation, to
securities dealers or other financial intermediaries,
financial institutions, investment advisers and others
that are engaged in the sale of Class C Shares, or that
may be advising shareholders of the Fund regarding the
purchase, sale or retention of Class C Shares, or that
hold Class C Shares for shareholders in omnibus
accounts or as shareholders of record or provide
shareholder support or administrative services to the
Fund and its shareholders; (b) payments made to
securities dealers or other financial intermediaries,
financial institutions, investment advisers and others
that render shareholder support services not otherwise
provided by the Fund's transfer agent, including, but
not limited to, allocated overhead, office space and
equipment, telephone facilities and expenses,
answering routine inquiries regarding the Fund,
processing shareholder transactions, and providing such
other shareholder services as the Fund may reasonably
request; (c) expenses of maintaining personnel
(including personnel of organizations with which the
Fund has entered into agreements related to this Plan)
who engage in or support distribution of Class C Shares;
(d) costs of preparing, printing and distributing
prospectuses and statements of additional information
and reports of the Fund for recipients other than
existing shareholders of the Fund; (e) costs of
formulating and implementing marketing and
promotional activities, including, but not limited to,
sales seminars, direct mail promotions and television,
radio, newspaper, magazine and other mass media
advertising; (f) costs of preparing, printing and
distributing sales literature; (g) costs of obtaining such
information, analyses and reports with respect to
marketing and promotional activities as the Fund may,
from time to time, deem advisable; and (h) costs of
implementing and operating this Plan. The Fund is
authorized to engage in the activities listed above, and
in any other activities related to the distribution of Class
C Shares, either directly or through other persons with
which the Fund has entered into agreements related to
this Plan. The Distribution and Servicing Fee is to be
paid by the Fund monthly or at such other intervals as
the Board shall determine. The Distribution and
Servicing Fee shall accrue daily, beginning on the first
day of the first full calendar month following the
purchase of Class C Shares. SCMG shall use such fee,
among other things, to make the payments
contemplated by Paragraph 2(B) below and to pay
interest and principal where such payments have been
financed.
B. The Fund may pay fees to SCMG at a lesser rate than
the fees specified in Section 1.A. of this Plan as agreed
upon by the Board and SCMG and as approved in the
manner specified in subsections (a) and (b) of Paragraph
3 of this Plan.
C. No Distribution and Servicing Fee is payable on
Shares issued under the Fund's distribution
reinvestment plan.
D. The annual Distribution and Servicing Fee on Class C
Shares is capped at 1.0%, meaning that a Class C
shareholder will pay periodic (likely monthly) a
Distribution and Servicing Fee each year until such
Distribution and Servicing Fee equals 1.0% of the public
offering price of Class C Shares, subject to the limits set
forth in Paragraph 8(B) below.
E. For Class C Shares, to the extent that the aggregate
amount of Distribution and Servicing Fees paid is less
than 8% of the net asset value at the time of purchase,
distribution and servicing fees will continue to be paid
until such fees equal 8% of the net asset value at the
time of purchase.
2. A. The Fund hereby authorizes SCMG to enter into
agreements with certain securities dealers or brokers,
administrators and others ("Recipients") to provide
compensation to such Recipients based on the public
offering price of Class C Shares of the Fund held by
clients or customers of that Recipient, for activities and
services of the type referred to in Paragraph 2(B) and
Paragraph 1(A). SCMG may also make payments to the
investment adviser of the Fund for reimbursement of
marketing related expenses.
B. SCMG shall provide, or arrange for Recipients with
which SCMG has entered into agreements to provide,
distribution services. The distribution services shall
include assistance in the offering and sale of Class C
Shares of the Fund and in other aspects of the
marketing of the Class C Shares to clients or prospective
clients of the respective Recipients including any
advertising or marketing services provided by or
arranged by SCMG, as well as Distribution Activities,
with respect to the Class C Shares of the Fund.
3. This Plan shall be effective upon the first public
issuance of Class C Shares; provided that it has been
approved, together with any related agreements, by a
majority vote, cast in person at a meeting (or meetings)
called for the purpose of voting on such approval, of: (a)
the Board; and (b) the Qualified Trustees.
4. This Plan may continue in full force and effect with
respect to the Fund for so long as such continuance is
specifically approved at least annually, following the
first issuance of Class C Shares, in the manner provided
for approval of this Plan in subsections (a) and (b) of
Paragraph 3.
5. SCMG shall provide, or cause to be provided, to the
Board and the Board shall review, at least quarterly, a
written report of the amounts expended with respect to
the Fund by SCMG under this Plan and the purposes for
which such expenditures were made.
6. The Fund may terminate this Plan any time (and
related agreements without the payment of any penalty
upon sixty (60) days written notice to an agreement-
related party), by vote of a majority of the Qualified
Trustees, or by vote of a majority of the outstanding
Class C voting securities of the Fund. SCMG may
terminate its obligations under this this Plan with
respect to the Fund, without payment of penalty, upon
sixty (60) days written notice to the Fund.
Notwithstanding the foregoing, any Plan-related
agreement shall terminate automatically in the event of
its assignment.
7. Shares will vote separately with respect to any
distribution plan related to, or which now or in the
future may affect, that class. Thus, this Plan may not be
amended to increase materially the amount of fees to
be paid by the Fund unless such amendment is
approved by a vote of a majority of the outstanding
Class C voting securities of the Fund, and no material
amendment to the other provisions of this Plan shall be
made unless approved in the manner provided for in
subsections (a) and (b) of Paragraph 3 hereof.
8. A. The amount of Distribution and Servicing Fees
payable by the Fund to SCMG under this Plan and the
amounts received by SCMG under the Dealer Manager
Agreement may be greater or lesser than the expenses
actually incurred by SCMG on behalf of the Fund in
serving as dealer manager of the Shares.
B. The Distribution and Servicing Fee with respect to the
Fund will be payable by the Fund to SCMG until either
this Plan is terminated or on the earliest to occur of the
following: (a) a Liquidity Event, which could include (i) a
listing of Shares on a national securities exchange, (ii)
the sale of all or substantially all of the Fund's assets
either on a complete portfolio basis or individually
followed by a liquidation or (iii) a merger or another
transaction approved by the Board in which the Fund
likely will receive cash or shares of a publicly-traded
company followed by a distribution of such cash or
shares to shareholders; (b) the dealer manager advising
the Fund that the aggregate underwriting compensation
from all sources (determined in accordance with
applicable FINRA rules), including upfront selling
commissions, dealer manager fees, the Distribution and
Servicing Fee, due diligence expenses incurred in
connection with the marketing of this offering and any
other underwriting compensation with respect to the
Shares, would be in excess of 8.0% of the gross offering
proceeds received in this offering; (c) when the total
upfront sales load and Distribution and Servicing Fee
attributable to any Share equals 8.0% of the gross
offering proceeds from the sale of such Share (the
"sales charge cap"); and (d) the date on which the
offered Shares are repurchased by the Fund. The sales
charge cap for any Share will be reduced by the amount
of any portion of the upfront sales load that is waived
for such Share.
9. While this Plan is in effect, the selection and
nomination of the Independent Trustees shall be made
solely at the discretion of the Independent Trustees,
and the Board shall satisfy the, then-effective, fund
governance standards as defined in Rule 0-1(a)(7) under
the 1940 Act.
10. As used in this Plan, the terms "majority of the
outstanding voting securities," "assignment" and
"interested person" shall have the same meanings as
those terms have in the 1940 Act.
11. The Fund shall preserve copies of this Plan (including
any amendments thereto) and any related agreements
and all reports made pursuant to Paragraph 5 hereof for
a period of not less than six years from the date thereof,
the first two years in an easily accessible place.
12. The trustees of the Fund and the shareholders of
the Fund shall not be liable for any obligations of the
Fund under this Plan, and SCMG or any other person, in
asserting any rights or claims under this Plan, shall look
only to the assets and property of the Fund in
settlement of any such right or claim, and not to such
trustees or shareholders.