Allocation of Costs and Expenses. The Fund shall bear all other costs and expenses of its operations and transactions and not specifically assumed by the Adviser pursuant to that certain Investment Advisory Agreement, dated as of [____], [____], by and between the Fund and the Adviser, as the same may be amended or restated from time to time (the “Investment Advisory Agreement”), including, without limitation, those relating to: (a) the Fund’s organizational expenses; (b) calculating the Fund’s net asset value (including the costs and expenses of any independent valuation firm); (c) debt service and other costs of borrowings or other financing arrangements; (d) fees and expenses, including legal, consulting or other professional fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Fund’s investments and, if necessary, enforcing the Fund’s rights; (e) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (f) brokerage fees and commissions; (g) federal and state registration fees; (h) any applicable exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Shares and other securities, including costs related to the use of one or more dealer managers and/or underwriters; (k) the base management fee and any incentive fee payable under the Investment Advisory Agreement; (l) distributions on the Shares or other securities; (m) administration fees payable to the Administrator under this Agreement; (n) any fees and expenses relating to transfer agent, custodial, and escrow agent services; (o) independent trustee fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Fund’s shareholders, including printing costs; (q) the costs of holding shareholder meetings; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and charges of any trade association of which the Fund is a member; (v) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (w) fees and expenses associated with independent audits and outside legal costs; (x) the Fund’s fidelity bond; (y) trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (z) costs associated with the Fund’s reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws; and (aa) all other expenses reasonably incurred by the Fund or the Administrator in connection with administering the Fund’s business, such as the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation and related expenses of the Fund’s chief compliance officer, chief financial officer, chief operating officer and their respective support staff. To the extent the Administrator outsources any of its functions, including to any sub-administrator, the Fund shall pay the fees associated with such functions on a direct basis, without profit to the Administrator.
Appears in 1 contract
Sources: Administration Agreement (Eagle Point Institutional Income Fund)
Allocation of Costs and Expenses. The Fund Company shall bear all other costs and expenses for the administration of its operations business and transactions shall reimburse the Administrator for any such costs and not specifically assumed expenses that have been paid by the Adviser pursuant Administrator on behalf of the Company on the terms and conditions set forth in Section 5. These costs and expenses shall include, but not be limited to:
(a) corporate and organizational expenses relating to that certain Investment Advisory Agreementofferings of the Company’s common stock, subject to limitations included in the investment advisory agreement entered into between the Company and ▇▇▇▇▇▇▇ Capital BDC Advisor, LLC, dated as of [____], [____]__, by and between the Fund and the Adviser, as the same may be amended or restated from time to time (the “Investment Advisory Agreement”), including, without limitation, those relating to: (a) the Fund’s organizational expenses; 2014;
(b) the cost of calculating the FundCompany’s net asset value (value, including the costs related fees and expenses cost of any independent third-party valuation firm); services;
(c) debt service the cost of effecting sales and repurchases of shares of the Company’s common stock and other costs of borrowings or other financing arrangements; securities;
(d) fees and expenses, including legal, consulting or other professional fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Fund’s investments and, if necessary, enforcing the Fund’s rights; (e) amounts payable to third parties relating to, or associated with, evaluatingmaking investments, making and disposing valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments; ;
(e) interest payable on debt, if any, incurred to finance the Company’s investments;
(f) brokerage fees and commissions; (g) federal and state registration fees; ;
(g) transfer agent and custodial fees;
(h) any applicable exchange listing fees; fees and expenses associated with marketing efforts;
(i) federal, state and local taxes; ;
(j) costs of offerings or repurchases of the Shares independent directors’ fees and other securities, including costs related to the use of one or more dealer managers and/or underwriters; expenses;
(k) the base management fee costs of proxy statements, stockholders’ reports and any incentive fee payable under the Investment Advisory Agreement; notices;
(l) distributions on the Shares or costs of fidelity bond, directors and officers/errors and omissions liability insurance and other securities; insurance premiums;
(m) administration fees payable to the Administrator under this Agreement; (n) any fees and expenses direct costs, including those relating to transfer agent, custodial, and escrow agent services; (o) independent trustee fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Fund’s shareholders, including printing costs; (q) the costs of holding shareholder meetings; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and charges of any trade association of which the Fund is a member; (v) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; ;
(wn) fees and expenses associated with independent audits and outside legal costs; (x) the Fund’s fidelity bond; (y) trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (z) costs associated including compliance with the Fund’s reporting and compliance obligations under ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the 1940 Act and applicable U.S. federal and state securities laws; and ;
(aao) brokerage commissions for the Company’s investments;
(p) all other expenses reasonably incurred by the Fund Company or the Administrator in connection with administering the FundCompany’s business, such as the allocable portion of overhead and other including expenses incurred by the Administrator in performing its obligations under this Agreement, including rent, obligations; and
(q) the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion reimbursement of the costs of compensation and related expenses of the FundCompany’s chief financial officer and chief compliance officer, chief financial officerwhose salaries are paid by the Administrator, chief operating officer and their respective support staff. To to the extent that each such reimbursement amount is subject to the limitations included in this Agreement. The Administrator outsources acknowledges that it shall be responsible to ensure that (i) any reimbursement to the Company’s investment advisers and/or sub-advisers, or any other person for deferred Organization and Offering Expenses (as defined in the Articles of its functionsIncorporation), including any interest thereon, if any, shall not exceed the 18% limitation on Front End Fees (as defined in the Articles of Incorporation), regardless of the source of payment, and (ii) the percentage of gross proceeds of any offering committed to investment shall be at least eighty-two percent (82%). All items of compensation to underwriters or dealers, including, but not limited to, selling commissions, expenses, rights of first refusal, consulting fees, finders’ fees and all other items of compensation of any sub-administratorkind or description paid by the Company, directly or indirectly, shall be taken into consideration in computing the Fund shall pay the fees associated with such functions on a direct basis, without profit to the Administratoramount of allowable Front End Fees.
Appears in 1 contract
Sources: Administration Agreement (Griffin-Benefit Street Partners BDC Corp.)
Allocation of Costs and Expenses. The Fund Company shall bear all other costs and expenses of that are incurred in its operations operation and transactions and not specifically assumed by Sound Point Meridian Management Company, LLC (the Adviser “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of [____]May 9, [____]2024, by and between the Fund Company and the Adviser, as the same may be amended or restated from time to time (the “Investment Advisory Agreement”). Costs and expenses to be borne by the Company include, including, without limitationbut shall not be limited to, those relating to: (a) the FundCompany’s organizational expensesoffering costs incurred prior to the completion of its initial public offering; (b) calculating the FundCompany’s net asset value (including the costs and expenses of any independent valuation firmfirm or pricing service); (c) debt service and other costs of borrowings or other financing arrangementsinterest payable on debt, if any, incurred to finance the Company’s investments; (d) fees and expenses, including legal, consulting or other professional legal fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the FundCompany’s investments and, if necessary, enforcing the FundCompany’s rights; (e) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (f) brokerage fees and commissions; (g) federal and state registration fees; (h) any applicable exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Shares Company’s common stock and other securities, including costs related to the use of one or more dealer managers and/or underwritersas applicable; (k) the base management fee fees and any incentive fee fees payable under the Investment Advisory Agreement; (l) distributions on the Shares or Company’s common stock and other securities, as applicable; (m) administration fees payable to the Administrator under this Agreement; (n) any transfer agent and custody fees and expenses relating to transfer agent, custodial, and escrow agent servicesexpenses; (o) independent trustee director fees and expenses; (p) the costs of any reports, proxy statements or other notices to the FundCompany’s shareholderssecurityholders, including printing costs; (q) the costs of holding shareholder meetingsmeetings of the Company’s securityholders; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and charges of any trade association of which the Fund Company is a member; (vu) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone telecommunications and staff, including fees payable in connection with outsourced administration functions; (wv) fees and expenses associated with independent audits and outside legal costs; (xw) the FundCompany’s fidelity bond; (yx) trustees directors and officers/errors and omissions liability insurance, and any other insurance premiums; (zy) costs associated with the FundCompany’s reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws; and (aaz) all other expenses reasonably incurred by the Fund Company or the Administrator in connection with administering the FundCompany’s businessbusiness or incurred by the Administrator on the Company’s behalf, such as the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under this the Administration Agreement, including including, but not limited to, rent, the fees and expenses associated with performing compliance functions, and the FundCompany’s allocable portion of the costs of compensation and related expenses of the FundCompany’s chief compliance officer, chief financial officer, chief operating officer and their respective support staff. To the extent the Administrator outsources any of its functions, including to any sub-administrator, the Fund Company shall pay the fees associated with such functions on a direct basis, without profit to the Administrator.
Appears in 1 contract
Sources: Administration Agreement (Sound Point Meridian Capital, Inc.)
Allocation of Costs and Expenses. The Fund In full consideration of the provision of the services of the Administrator, the Corporation shall bear all other reimburse the Administrator for the costs and expenses of incurred by the Administrator in performing its operations obligations and providing personnel and facilities hereunder. The Corporation will bear all costs and expenses that are incurred in its operation and transactions and that are not specifically assumed by the Adviser Corporation?s investment adviser (the Adviser), pursuant to that certain Investment Advisory Agreement, dated as of [____]June 26, [____], 2008 by and between the Fund Corporation and the Adviser. Costs and expenses to be borne by the Corporation include, as the same may be amended or restated from time to time (the “Investment Advisory Agreement”), including, without limitationbut are not limited to, those relating to: (a) the Fund’s organizational expensesorganization and offering; (b) calculating the Fund’s Corporation?s net asset value (including the costs cost and expenses of any independent valuation firm); (c) debt service and other costs of borrowings or other financing arrangements; (d) fees and expenses, including legal, consulting or other professional fees and expenses and travel expenses, incurred by the Adviser or payable to third parties parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Corporation and in monitoring the Corporation?s investments and performing due diligence on its prospective investments, monitoring the Fund’s investments andportfolio companies; interest payable on debt, if necessaryany, enforcing incurred to finance the Fund’s rightsCorporation?s investments; (e) amounts offerings of the Corporation?s common stock and other securities; investment advisory fees; administration fees, if any, payable under this Agreement; fees payable to third parties parties, including agents, consultants or other advisors, relating to, or associated with, evaluating, evaluating and making and disposing of investments; (f) brokerage fees transfer agent and commissionscustodial fees; (g) federal and state registration fees; (h) all costs of registration and listing the Corporation?s shares on any applicable exchange listing feessecurities exchange; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Shares and other securities, including costs related to the use of one or more dealer managers and/or underwriters; (k) the base management fee and any incentive fee payable under the Investment Advisory Agreement; (l) distributions on the Shares or other securities; (m) administration fees payable to the Administrator under this Agreement; (n) any fees and expenses relating to transfer agent, custodial, and escrow agent services; (o) independent trustee directors? fees and expenses; (p) costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to the Fund’s shareholdersstockholders, including printing costs; (q) the costs of holding shareholder meetings; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and charges of any trade association of which the Fund is a member; (v) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (w) fees and expenses associated with independent audits and outside legal costs; (x) the Fund’s Corporation?s fidelity bond; (y) trustees , directors and officers/errors and omissions liability insurance, and any other insurance premiums; (z) direct costs associated with the Fund’s reporting and compliance obligations under the 1940 Act expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and applicable U.S. federal other staff, independent auditors and state securities lawsoutside legal costs; and (aa) all other expenses reasonably incurred by the Fund Corporation or the Administrator in connection with administering the Fund’s Corporation?s business, such as including payments under this Agreement based upon the Corporation?s allocable portion of the Administrator?s overhead and other expenses incurred by the Administrator in performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation salaries and related benefits expenses of the Fund’s Corporation?s chief compliance officer, chief financial officer, chief operating officer and controller and their respective support staff. To the extent the Administrator outsources any of its functionsstaffs, including to any sub-administrator, the Fund shall pay the fees associated with such functions on a direct basis, without profit to if provided by the Administrator.
Appears in 1 contract
Allocation of Costs and Expenses. The Fund shall bear all other costs and expenses of its operations and transactions and not specifically assumed by Eagle Point Credit Management LLC (the Adviser “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of [____]August 28, [____]2025, by and between the Fund and the Adviser, as the same may be amended or restated from time to time (the “Investment Advisory Agreement”)) and by Trinity Capital Adviser LLC (the “Sub-Adviser”) pursuant to that certain Sub-Advisory Agreement, dated as of August 28, 2025, by and among the Fund, the Adviser and the Sub-Adviser, as the same may be amended or restated from time to time (the “Sub-Advisory Agreement”) including, without limitation, those relating to: (a) the Fund’s organizational expenses; (b) calculating the Fund’s net asset value (including the costs and expenses of any independent valuation firm); (c) debt service and other costs of borrowings or other financing arrangements; (d) dividends on preferred shares, if any; (e) fees and expenses, including legal, consulting or other professional fees and expenses and travel expenses, incurred by the Adviser or Sub-Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Fund’s investments and, if necessary, enforcing the Fund’s rights; (ef) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (fg) brokerage fees and commissions; (gh) federal and state registration fees; (hi) any applicable exchange listing fees; (ij) federal, state and local taxes; (jk) costs of offerings or repurchases of the Shares and other securitiessecurities (including preferred shares and indebtedness), including costs related to the use of one or more dealer managers and/or underwriters; (kl) the base management fee and any incentive fee payable under the Investment Advisory Agreement; Agreement (lm) distributions on the Shares or other securities; (mn) administration fees payable to the Administrator under this Agreement; (no) any reimbursement of costs or expenses of the Sub-Adviser for providing administrative services pursuant to the Sub-Advisory Agreement; (p) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (q) any fees and expenses relating to transfer agent, custodial, custodial and escrow agent services; (or) independent trustee fees and expenses; (ps) the costs of any reports, proxy statements or other notices to the Fund’s shareholders, including printing costs; (qt) the costs of holding shareholder meetings; (ru) litigation, indemnification and other non-recurring or extraordinary expenses; (sv) fees and expenses associated with marketing marketing, distribution, training, and investor relations efforts; (tw) any applicable distribution and/or shareholder servicing fees; (ux) dues, fees and charges of any trade association of which the Fund is a member; (vy) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (wz) fees and expenses associated with independent audits and outside legal costs; (xaa) the Fund’s fidelity bond; (ybb) trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (zcc) costs associated with the Fund’s reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws; and (aadd) all other expenses reasonably incurred by the Fund or the Administrator in connection with administering the Fund’s business, such as the allocable portion of overhead and other expenses incurred by the Adviser or Sub-Adviser on behalf of the Fund and allocable to the Fund under the Investment Advisory Agreement or Sub-Advisory Agreement, as applicable, or incurred by the Administrator in performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation and related expenses of the Fund’s chief compliance officer, chief financial officer, chief operating officer and their respective support staff. To the extent the Administrator outsources any of its functions, including to any sub-administrator, the Fund shall pay the fees associated with such functions on a direct basis, without profit to the Administrator.
Appears in 1 contract
Allocation of Costs and Expenses. The Fund shall bear all other costs and expenses of its operations and transactions and not specifically assumed by Eagle Point Credit Management LLC (the Adviser “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of [____]July 9, [____]2025, by and between the Fund and the Adviser, as the same may be amended or restated from time to time (the “Investment Advisory Agreement”), including, without limitationlimitation and to the extent applicable, those relating to: (a) the Fund’s organizational expenses; (b) calculating the Fund’s net asset value (including the costs and expenses of any independent valuation firm); (c) debt service and other costs of borrowings or other financing arrangements; (d) dividends on preferred stock, if any, and any expenses relating to the offering of any preferred stock; (e) fees and expenses, including legal, consulting or other third-party professional fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Fund’s investments and, if necessary, enforcing the Fund’s rights; (ef) amounts payable to third parties relating to, or associated with, evaluating, monitoring, making and disposing of investments; (fg) brokerage fees and commissions; (gh) any applicable federal and state registration fees; (h) fees and any applicable exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Shares Fund’s shares of beneficial interest and other securitiessecurities (including, but not limited to, preferred stock and indebtedness), including costs related to the use of one or more placement agents, dealer managers and/or underwriters, as applicable; (k) the base management fee and any incentive fee payable under the Investment Advisory Agreement; (l) distributions on the Shares Fund’s shares of beneficial interest or other securities; (m) administration fees payable to the Administrator under this Agreement; (n) any fees and expenses relating to transfer agent, custodial, and escrow agent services; (o) independent trustee fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Fund’s shareholders, including printing costs; (q) the costs of holding shareholder meetings; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and charges of any trade association of which the Fund is a member; (v) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (w) fees and expenses associated with independent audits and outside legal costs; (x) the Fund’s fidelity bond; (y) trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (z) costs associated with the Fund’s reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws; and (aa) all other expenses reasonably incurred by the Fund or the Administrator in connection with administering the Fund’s business, such as the allocable portion of overhead and other expenses incurred by the Adviser on behalf of the Fund and allocable to the Fund under the Investment Advisory Agreement or incurred by the Administrator in performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation and related expenses of the Fund’s chief compliance officer, chief financial officer, chief operating officer and their respective support staff. To the extent the Administrator outsources any of its functions, including to any sub-administrator, the Fund shall pay the fees associated with such functions on a direct basis, without profit to the Administrator.
Appears in 1 contract
Sources: Administration Agreement (EP Private Capital Fund I)
Allocation of Costs and Expenses. The Fund Company shall bear all other costs and expenses of that are incurred in its operations operation and transactions and not specifically assumed by the Adviser pursuant to that certain Investment Advisory Agreement, dated as of [____·], [____]2014, by and between the Fund Company and the Adviser, as the same may be amended or restated from time to time Adviser (the “Investment Advisory Agreement”). Costs and expenses to be borne by the Company include, including, without limitationbut shall not be limited to, those relating to: (a) the Fund’s organizational expenses; (b) calculating the FundCompany’s net asset value (including the costs and expenses of any independent valuation firm); (cb) debt service and other costs of borrowings or other financing arrangementsinterest payable on debt, if any, incurred to finance the Company’s investments; (dc) fees and expenses, including legal, consulting or other professional legal fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investmentsportfolio companies, monitoring the FundCompany’s investments and, if necessary, enforcing the FundCompany’s rights; (ed) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (fe) brokerage fees and commissions; (gf) federal and state registration fees; (hg) any applicable exchange listing fees; (ih) federal, state and local taxes; (ji) costs of offerings or repurchases of the Shares Company’s common stock and other securities, including costs related to the use of one or more dealer managers and/or underwriters; (kj) the base management fee and any incentive fee payable under the Investment Advisory Agreement; (lk) distributions on the Shares or other securitiesCompany’s common stock; (ml) administration fees payable to the Administrator under this Agreement; (nm) any fees transfer agent and expenses relating to transfer agent, custodial, and escrow agent services; (o) independent trustee custody fees and expenses; (pn) independent director fees and expenses; (o) the costs of any reports, proxy statements or other notices to the FundCompany’s shareholdersstockholders, including printing costs; (qp) the costs of holding shareholder stockholder meetings; (rq) litigation, indemnification and other non-recurring or extraordinary expenses; (sr) fees and expenses associated with marketing and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (us) dues, fees and charges of any trade association of which the Fund Company is a member; (vt) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (wu) fees and expenses associated with independent audits and outside legal costs; (xv) the FundCompany’s fidelity bond; (yw) trustees directors and officers/errors and omissions liability insurance, and any other insurance premiums; (zx) costs associated with the FundCompany’s reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws; and (aay) all other expenses reasonably incurred by the Fund Company or the Administrator in connection with administering the FundCompany’s business, such as the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions, and the FundCompany’s allocable portion of the costs of compensation and related expenses of the FundCompany’s chief compliance officer, chief financial officer, chief operating officer and their respective any support staff. To the extent the Administrator outsources any of its functions, including to any sub-administrator, the Fund Company shall pay the fees associated with such functions on a direct basis, without profit to the Administrator.
Appears in 1 contract
Sources: Administration Agreement (Eagle Point Credit Co LLC)
Allocation of Costs and Expenses. The (a) INVESCO hereby agrees that it shall pay on behalf of the Trust and the INVESCO Treasurer's Money Market Reserve Fund shall bear and the INVESCO Treasurer's Tax-Exempt Reserve Fund (i) all other of the expenses incurred by the Trust and INVESCO Treasurer's Money Market Reserve Fund and the INVESCO Treasurer's Tax-Exempt Reserve Fund, as applicable, in connection with their operations. Without limiting the generality of the foregoing, such costs and expenses of its operations and transactions and not specifically assumed payable by INVESCO include the Adviser pursuant to that certain Investment Advisory Agreement, dated as of [____], [____], by and between the Fund and the Adviser, as the same may be amended or restated from time to time following:
(the “Investment Advisory Agreement”), including, without limitation, those relating to: (a1) the Fund’s organizational expenses; (b) calculating the Fund’s net asset value (including the costs fees, charges and expenses of any independent valuation firm); public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and legal counsel for the Trust or for INVESCO Treasurer's Money Market Reserve Fund and the INVESCO Treasurer's Tax-Exempt Reserve Fund;
(c2) debt service the taxes, including franchise, income, issue, transfer, business license, and other costs of borrowings corporate fees payable by the Trust or INVESCO Treasurer's Money Market Reserve Fund and the INVESCO Treasurer's Tax-Exempt Reserve Fund to federal, state, county, city, or other financing arrangements; governmental agents;
(d3) fees and expenses, including legal, consulting or other professional the fees and expenses involved in maintaining the registration and travel expenses, incurred qualification of the Trust and of its shares under laws administered by the Adviser Securities and Exchange Commission or payable to third parties in performing due diligence on prospective investmentsunder other applicable regulatory requirements, monitoring including the Fund’s investments and, if necessary, enforcing preparation and printing of prospectuses and statements of additional information;
(4) the Fund’s rights; (e) amounts payable to third parties relating to, or associated with, evaluating, making compensation and disposing of investments; (f) brokerage fees and commissions; (g) federal and state registration fees; (h) any applicable exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases expenses of the Shares Trustees, officers and other securities, including costs related to employees of the use of one or more dealer managers and/or underwriters; Trust;
(k) the base management fee and any incentive fee payable under the Investment Advisory Agreement; (l) distributions on the Shares or other securities; (m) administration fees payable to the Administrator under this Agreement; (n) any fees and expenses relating to transfer agent, custodial, and escrow agent services; (o) independent trustee fees and expenses; (p5) the costs of any printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Trust's shareholders, as well as all expenses of shareholders' meetings and Trustees' meetings;
(6) all costs, fees or other notices to the Fund’s shareholders, including printing costs; (q) the costs of holding shareholder meetings; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and charges of any trade association of which the Fund is a member; (v) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable arising in connection with outsourced administration functions; (w) fees the organization and expenses associated with independent audits filing of the Trust's Declaration of Trust including its initial registration and outside legal costs; (x) the Fund’s fidelity bond; (y) trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (z) costs associated with the Fund’s reporting and compliance obligations qualification under the 1940 Act and applicable U.S. federal and state securities laws; and (aa) all other expenses reasonably incurred by under the Fund or the Administrator in connection with administering the Fund’s businessSecurities Act of 1933, such as the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under this Agreement, including rentamended, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation and related expenses of the Fund’s chief compliance officer, chief financial officer, chief operating officer and their respective support staff. To the extent the Administrator outsources any initial determination of its functions, including to any sub-administrator, the Fund shall pay the fees associated with such functions on a direct basis, without profit to the Administrator.tax
Appears in 1 contract
Sources: Investment Advisory Agreement (Invesco Treasurers Series Trust)
Allocation of Costs and Expenses. The Fund shall bear all other costs and expenses of its operations and transactions and not specifically assumed by the Adviser pursuant to that certain Investment Advisory Agreement, dated as of [____]October 6, [____]2023, by and between the Fund and the Adviser, as the same may be amended or restated from time to time (the “Investment Advisory Agreement”), including, without limitation, those relating to: (a) the Fund’s organizational expenses; (b) calculating the Fund’s net asset value (including the costs and expenses of any independent valuation firm); (c) debt service and other costs of borrowings or other financing arrangements; (d) dividends on preferred stock, if any, and any expenses relating to the offering of any preferred stock; (e) fees and expenses, including legal, consulting or other third-party professional fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Fund’s investments and, if necessary, enforcing the Fund’s rights; (ef) amounts payable to third parties relating to, or associated with, evaluating, monitoring, making and disposing of investments; (fg) brokerage fees and commissions; (gh) federal and state registration fees; (h) fees and any applicable exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Shares and other securitiessecurities (including, but not limited to, preferred stock and indebtedness), including costs related to the use of one or more dealer managers and/or underwriters; (k) the base management fee and any incentive fee payable under the Investment Advisory Agreement; (l) distributions on the Shares or other securities; (m) administration fees payable to the Administrator under this Agreement; (n) any fees and expenses relating to transfer agent, custodial, and escrow agent services; (o) independent trustee fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Fund’s shareholders, including printing costs; (q) the costs of holding shareholder meetings; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing marketing, distribution, training, and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and charges of any trade association of which the Fund is a member; (v) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (w) fees and expenses associated with independent audits and outside legal costs; (x) the Fund’s fidelity bond; (y) trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (z) costs associated with the Fund’s reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws; and (aa) all other expenses reasonably incurred by the Fund or the Administrator in connection with administering the Fund’s business, such as the allocable portion of overhead and other expenses incurred by the Adviser on behalf of the Fund and allocable to the Fund under the Investment Advisory Agreement or incurred by the Administrator in performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation and related expenses of the Fund’s chief compliance officer, chief financial officer, chief operating officer and their respective support staff. To the extent the Administrator outsources any of its functions, including to any sub-administrator, the Fund shall pay the fees associated with such functions on a direct basis, without profit to the Administrator.
Appears in 1 contract
Sources: Administration Agreement (Eagle Point Enhanced Income Trust)
Allocation of Costs and Expenses. The Adviser shall reimburse the Fund shall bear all other costs monthly for any salaries paid by the Fund to officers, Directors, and expenses full- time employees of the Fund who also are officers, general partners or employ- ees of the Adviser or its operations affiliates. Except for such sub-accounting, record- keeping, and transactions and not specifically assumed administrative services which are to be provided by the Adviser pursuant to that certain Investment Advisory Agreement, dated as of [____], [____], by and the Fund under the Administrative Services Agreement between the Fund and the Adviser dated October 20, 1993, which was approved on October 20, 1993, by the Fund's board of directors, including all of the independent directors, at the Fund's request the Adviser shall also furnish to the Fund, at the expense of the Adviser, such competent executive, statistical, administrative, inter- nal accounting and clerical services as the same may be amended or restated from time to time required in the judgment of the Directors of the Fund. These services will include, among other things, the maintenance (but not preparation) of the “Investment Advisory Agreement”)Fund's accounts and records, including, without limitation, those relating to: and the
(a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Fund’s organizational expensesFund and any Portfolio in connection with securities transactions to which the Fund or any Portfolio is a party or in connec- tion with securities owned by the Fund or any Portfolio; (b) calculating the Fund’s net asset value (including the costs fees, charges and expenses of any independent valuation firm)public accoun- tants, custodian, depository, dividend disbursing agent, dividend rein- vestment agent, transfer agent, registrar, independent pricing services and legal counsel for the Fund or for any Portfolio; (c) debt service and other costs of borrowings the interest on indebtedness, if any, incurred by the Fund or other financing arrangementsany Portfolio; (d) fees and expensesthe taxes, including legalfranchise, consulting income, issue, transfer, business license, and other corporate fees payable by the Fund or any Portfolio to federal, state, county, city, or other professional fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Fund’s investments and, if necessary, enforcing the Fund’s rightsgovernmental agents; (e) amounts payable to third parties relating tothe fees and expenses involved in maintaining the registration and qualification of the Fund and of its shares under laws administered by the Securities and Exchange Commission or under other applicable regulatory requirements, or associated with, evaluating, making including the preparation and disposing printing of investmentsprospectuses and statements of additional information; (f) brokerage fees the compensation and commissionsexpenses of its Directors; (g) federal the costs of printing and state registration feesdistributing reports, notices of share- holders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Fund's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs, fees or other expenses arising in connection with the or- ganization and filing of the Fund's Articles of Incorporation, including its initial registration and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any applicable exchange listing fees; rulings obtained for this purpose, the initial regis- tration and qualification of its securities under the laws of any state and the approval of the Fund's operations by any other federal or state authority;
(i) federal, state the expenses of repurchasing and local taxesredeeming shares of the Fund; (j) costs of offerings or repurchases of the Shares and other securities, including costs related to the use of one or more dealer managers and/or underwritersinsurance premiums; (k) the base management fee costs of designing, printing, and any incentive fee payable under issuing certificates repre- senting shares of beneficial interest of the Investment Advisory AgreementFund; (l) distributions on extraordinary expenses, including fees and disbursements of Fund counsel, in connection with litigation by or against the Shares Fund or other securitiesany Port- folio; (m) administration fees payable premiums for the fidelity bond maintained by the Fund pursuant to Section 17(g) of the 1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to the Administrator under this AgreementAdviser as an insured thereun- der); (n) any fees association and expenses relating to transfer agent, custodial, institute dues; and escrow agent services; (o) independent trustee fees and the expenses; (p) the costs , if any, of any reports, proxy statements or other notices to the Fund’s shareholders, including printing costs; (q) the costs distributing shares of holding shareholder meetings; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and charges of any trade association of which the Fund is a member; (v) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (w) fees and expenses associated with independent audits and outside legal costs; (x) the Fund’s fidelity bond; (y) trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (z) costs associated with the Fund’s reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws; and (aa) all other expenses reasonably incurred paid by the Fund or the Administrator in connection with administering the Fund’s business, such as the allocable portion pursuant to a Plan and Agreement of overhead and other expenses incurred by the Administrator in performing its obligations Distribution adopted under this Agreement, including rent, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion Rule 12b-1 of the costs Investment Company Act of compensation and related expenses of the Fund’s chief compliance officer, chief financial officer, chief operating officer and their respective support staff. To the extent the Administrator outsources any of its functions, including to any sub-administrator, the Fund shall pay the fees associated with such functions on a direct basis, without profit to the Administrator1940.
Appears in 1 contract
Sources: Investment Advisory Agreement (Invesco Variable Investment Funds Inc)
Allocation of Costs and Expenses. The Fund shall bear all other costs and expenses of its operations and transactions and not specifically assumed by the Adviser pursuant to that certain Investment Advisory Agreement, dated as of [____]March 6, [____]2024, by and between the Fund and the Adviser, as the same may be amended or restated from time to time (the “Investment Advisory Agreement”), including, without limitation, those relating to: (a) the Fund’s organizational expenses; (b) calculating the Fund’s net asset value (including the costs and expenses of any independent valuation firm); (c) debt service and other costs of borrowings or other financing arrangements; (d) dividends on preferred stock, if any, and any expenses relating to the offering of any preferred stock; (e) fees and expenses, including legal, consulting or other third-party professional fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Fund’s investments and, if necessary, enforcing the Fund’s rights; (ef) amounts payable to third parties relating to, or associated with, evaluating, monitoring, making and disposing of investments; (fg) brokerage fees and commissions; (gh) federal and state registration fees; (h) fees and any applicable exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Shares and other securitiessecurities (including, but not limited to, preferred stock and indebtedness), including costs related to the use of one or more dealer managers and/or underwriters; (k) the base management fee and any incentive fee payable under the Investment Advisory Agreement; (l) distributions on the Shares or other securities; (m) administration fees payable to the Administrator under this Agreement; (n) any fees and expenses relating to transfer agent, custodial, and escrow agent services; (o) independent trustee fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Fund’s shareholders, including printing costs; (q) the costs of holding shareholder meetings; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing marketing, distribution, training, and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and charges of any trade association of which the Fund is a member; (v) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (w) fees and expenses associated with independent audits and outside legal costs; (x) the Fund’s fidelity bond; (y) trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (z) costs associated with the Fund’s reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws; and (aa) all other expenses reasonably incurred by the Fund or the Administrator in connection with administering the Fund’s business, such as the allocable portion of overhead and other expenses incurred by the Adviser on behalf of the Fund and allocable to the Fund under the Investment Advisory Agreement or incurred by the Administrator in performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation and related expenses of the Fund’s chief compliance officer, chief financial officer, chief operating officer and their respective support staff. To the extent the Administrator outsources any of its functions, including to any sub-administrator, the Fund shall pay the fees associated with such functions on a direct basis, without profit to the Administrator.
Appears in 1 contract
Sources: Administration Agreement (Eagle Point Defensive Income Trust)
Allocation of Costs and Expenses. The Fund shall Company will bear all other costs and expenses of that are incurred in its operations operation and transactions and not specifically assumed by the Adviser Company's investment adviser (the "Investment Manager") pursuant to that certain Investment Advisory Agreement, dated as of [____], [____], an investment advisory agreement to be entered into by and between the Fund Company and the Adviser, as the same may be amended or restated from time to time Investment Manager concurrent herewith (the “"Investment Advisory Management Agreement”"), including those relating to:
(a) organizational expenses of the Company;
(b) fees and expenses, including reasonable travel expenses, actually incurred by the Investment Manager or payable to third parties related to the investments of the Company, including, without limitationamong others, those professional fees (including the fees and expenses of counsel, consultants and experts) and fees and expenses relating to: , or associated with, evaluating, monitoring, researching and performing due diligence on investments and prospective investments (aincluding payments to third party vendors for financial information services);
(c) out-of-pocket fees and expenses, including reasonable travel expenses, actually incurred by the Fund’s organizational expenses; Investment Manager or payable to third parties related to the provision of managerial assistance to those portfolio companies of the Company that the Company agrees to provide such services to under the Investment Company Act (bexclusive of the compensation of any investment professionals of the Investment Manager);
(d) interest or other costs associated with debt, if any, incurred to finance the Company's business;
(e) fees and expenses incurred by the Company in connection with the Company's membership in investment company organizations;
(f) brokers' commissions;
(g) investment advisory and management fees;
(h) fees and expenses associated with calculating the Fund’s Company's net asset value (including the costs and expenses of any independent valuation firm); ;
(c) debt service and other costs of borrowings or other financing arrangements; (di) fees and expenses, including expenses relating to offerings of the Company's common stock and other securities;
(j) legal, consulting auditing or other professional fees and expenses and travel accounting expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Fund’s investments and, if necessary, enforcing the Fund’s rights; ;
(e) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (f) brokerage fees and commissions; (g) federal and state registration fees; (h) any applicable exchange listing fees; (ik) federal, state and local taxes; taxes and other governmental fees;
(jl) the fees and expenses of the Administrator (or any successor administrator thereto), any sub-administrator to the Company, the Company's transfer agent or sub-transfer agent, and any other amounts payable under this Agreement or any similar administration agreement or sub-administration agreement to which the Company may become a party;
(m) the cost of preparing stock certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of securities of the Company;
(n) the expenses of and fees for registering or qualifying shares of the Company for sale and of maintaining the registration of the Company and registering the Company as a broker or a dealer;
(o) the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act);
(p) the cost of preparing and distributing reports, proxy statements and notices to shareholders, the SEC and other governmental or regulatory authorities;
(q) costs of offerings holding shareholder meetings;
(r) listing fees;
(s) the fees or repurchases disbursements of custodians of the Shares and other securitiesCompany's assets, including costs related to expenses incurred in the use performance of one any obligations enumerated by the certificate of incorporation or more dealer managers and/or underwriters; bylaws of the Company insofar as they govern agreements with any such custodian;
(kt) the base management fee and any incentive fee payable under the Investment Advisory Agreement; (l) distributions on the Shares or other securities; (m) administration fees amounts payable to the Administrator under this Agreement; (n) any fees and expenses relating to transfer agent, custodial, and escrow agent services; (o) independent trustee fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Fund’s shareholders, including printing costs; (q) the costs of holding shareholder meetings; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; ;
(u) duesthe Company's allocable portion of the costs associated with maintaining any computer software, fees hardware or information technology services (including information systems, Bloomberg or similar terminals, cybersecurity and charges related consultants and email retention) that are used by the Company or by the Investment Manager, the Administrator or their respective affiliates on behalf of the Company (which allocable portion shall exclude any trade association such costs related to investment professionals of which the Fund is a member; Investment Manager providing services to the Company hereunder);
(v) direct costs and expenses the Company's allocable portion of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (w) fees and expenses associated with independent audits and outside legal costs; (x) the Fund’s fidelity bond; (y) trustees , directors and officers/errors and omissions liability insurance, and any other insurance premiums; ;
(zw) direct costs associated and expenses incurred by the Company, the Investment Manager or the Administrator in connection with the Fund’s reporting performance of administrative services on behalf of the Company, including printing, mailing, long distance telephone, cellular phone and compliance obligations under the 1940 Act data service, copying, secretarial and applicable U.S. federal other staff, independent auditors and state securities laws; and outside legal costs;
(aax) all other expenses reasonably incurred by the Fund Company, the Investment Manager or the Administrator in connection with administering the Fund’s business, such as Company's business (including payments under the Administration Agreement between the Company and the Administrator based upon the Company's allocable portion of the Administrator's overhead and other expenses incurred by the Administrator in performing its obligations under this the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, rent and the Fund’s allocable portion of the cost of the Company's Chief Financial Officer and Chief Compliance Officer and their respective staffs (including reasonable travel expenses); and
(y) costs incurred by the Company in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of compensation the Company, including pursuant to Section 6 of the Advisory Agreement, and related the amount of any judgment or settlement paid in connection therewith, or the enforcement of the Company's rights against any person and indemnification or contribution expenses payable by the Company to any person and other extraordinary expenses of the Fund’s chief compliance officer, chief financial officer, chief operating officer and their respective support staff. To Company not incurred in the extent ordinary course of the Administrator outsources any of its functions, including to any sub-administrator, the Fund shall pay the fees associated with such functions on a direct basis, without profit to the AdministratorCompany's business.
Appears in 1 contract
Allocation of Costs and Expenses. The Fund Company shall bear all other costs and expenses of that are incurred in its operations operation and transactions and not specifically assumed by Eagle Point Income Management LLC (the Adviser “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of [____]October 5, [____]2018, by and between the Fund Company and the Adviser, as the same may be amended or restated from time to time (the “Investment Advisory Agreement”). Costs and expenses to be borne by the Company include, including, without limitationbut shall not be limited to, those relating to: (a) the FundCompany’s organizational expensescosts and offering costs incurred prior to the completion of its initial public offering up to a maximum of $750,000; (b) calculating the FundCompany’s net asset value (including the costs and expenses of any independent valuation firmfirm or pricing service); (c) debt service and other costs of borrowings or other financing arrangementsinterest payable on debt, if any, incurred to finance the Company’s investments; (d) fees and expenses, including legal, consulting or other professional legal fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the FundCompany’s investments and, if necessary, enforcing the FundCompany’s rights; (e) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (f) brokerage fees and commissions; (g) federal and state registration fees; (h) any applicable exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Shares Company’s common stock and other securities, including costs related to the use of one or more dealer managers and/or underwriters; (k) the base management fee and any incentive fee payable under the Investment Advisory Agreement; (l) distributions on the Shares or Company’s common stock and other securities; (m) administration fees payable to the Administrator under this Agreement; (n) any transfer agent and custody fees and expenses relating to transfer agent, custodial, and escrow agent servicesexpenses; (o) independent trustee director fees and expenses; (p) the costs of any reports, proxy statements or other notices to the FundCompany’s shareholderssecurityholders, including printing costs; (q) the costs of holding shareholder stockholder meetings; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and charges of any trade association of which the Fund Company is a member; (vu) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (wv) fees and expenses associated with independent audits and outside legal costs; (xw) the FundCompany’s fidelity bond; (yx) trustees directors and officers/errors and omissions liability insurance, and any other insurance premiums; (zy) costs associated with the FundCompany’s reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws; and (aaz) all other expenses reasonably incurred by the Fund Company or the Administrator in connection with administering the FundCompany’s business, such as the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions, and the FundCompany’s allocable portion of the costs of compensation and related expenses of the FundCompany’s chief compliance officer, chief financial officer, chief operating officer and their respective support staff. To the extent the Administrator outsources any of its functions, including to any sub-administrator, the Fund Company shall pay the fees associated with such functions on a direct basis, without profit to the Administrator.
Appears in 1 contract
Allocation of Costs and Expenses. The Fund Company shall bear all other costs and expenses for the administration of its operations business and transactions shall reimburse the Administrator for any such costs and not specifically assumed expenses that have been paid by the Adviser pursuant to that certain Investment Advisory AgreementAdministrator on behalf of the Company on the terms and conditions set forth in Section 5. These costs and expenses shall include, dated as of [____], [____], by and between the Fund and the Adviser, as the same may but not be amended or restated from time to time (the “Investment Advisory Agreement”), including, without limitation, those relating limited to: :
(a) corporate and organizational expenses relating to offerings of the FundCompany’s organizational expenses; common stock, subject to limitations included in the investment advisory agreement entered into between the Company and ▇▇▇▇▇▇▇ Capital BDC Advisor, LLC, dated January 16, 2015;
(b) the cost of calculating the FundCompany’s net asset value (value, including the costs related fees and expenses cost of any independent third-party valuation firm); services;
(c) debt service the cost of effecting sales and repurchases of shares of the Company’s common stock and other costs of borrowings or other financing arrangements; securities;
(d) fees and expenses, including legal, consulting or other professional fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Fund’s investments and, if necessary, enforcing the Fund’s rights; (e) amounts payable to third parties relating to, or associated with, evaluatingmaking investments, making and disposing valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments; ;
(e) interest payable on debt, if any, incurred to finance the Company’s investments;
(f) brokerage fees and commissions; (g) federal and state registration fees; ;
(g) transfer agent and custodial fees;
(h) any applicable exchange listing fees; fees and expenses associated with marketing efforts;
(i) federal, state and local taxes; ;
(j) costs of offerings or repurchases of the Shares independent directors’ fees and other securities, including costs related to the use of one or more dealer managers and/or underwriters; expenses;
(k) the base management fee costs of proxy statements, stockholders’ reports and any incentive fee payable under the Investment Advisory Agreement; notices;
(l) distributions on the Shares or costs of fidelity bond, directors and officers/errors and omissions liability insurance and other securities; insurance premiums;
(m) administration fees payable to the Administrator under this Agreement; (n) any fees and expenses direct costs, including those relating to transfer agent, custodial, and escrow agent services; (o) independent trustee fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Fund’s shareholders, including printing costs; (q) the costs of holding shareholder meetings; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and charges of any trade association of which the Fund is a member; (v) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; ;
(wn) fees and expenses associated with independent audits and outside legal costs; (x) the Fund’s fidelity bond; (y) trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (z) costs associated including compliance with the Fund’s reporting and compliance obligations under ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the 1940 Act and applicable U.S. federal and state securities laws; and ;
(aao) brokerage commissions for the Company’s investments;
(p) all other expenses reasonably incurred by the Fund Company or the Administrator in connection with administering the FundCompany’s business, such as the allocable portion of overhead and other including expenses incurred by the Administrator in performing its obligations under this Agreement, including rent, obligations; and
(q) the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion reimbursement of the costs of compensation and related expenses of the FundCompany’s chief financial officer and chief compliance officer, chief financial officerwhose salaries are paid by the Administrator, chief operating officer and their respective support staff. To to the extent that each such reimbursement amount is subject to the limitations included in this Agreement. The Administrator outsources acknowledges that it shall be responsible to ensure that (i) any reimbursement to the Company’s investment advisers and/or sub-advisers, or any other person for deferred Organization and Offering Expenses (as defined in the Articles of its functionsIncorporation), including any interest thereon, if any, shall not exceed the 18% limitation on Front End Fees (as defined in the Articles of Incorporation), regardless of the source of payment, and (ii) the percentage of gross proceeds of any offering committed to investment shall be at least eighty-two percent (82%). All items of compensation to underwriters or dealers, including, but not limited to, selling commissions, expenses, rights of first refusal, consulting fees, finders’ fees and all other items of compensation of any sub-administratorkind or description paid by the Company, directly or indirectly, shall be taken into consideration in computing the Fund shall pay the fees associated with such functions on a direct basis, without profit to the Administratoramount of allowable Front End Fees.
Appears in 1 contract
Sources: Administration Agreement (Griffin-Benefit Street Partners BDC Corp.)
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) The Adviser agrees to bear certain operating expenses of the Fund. Expenses paid by the adviser for each Fund shall bear all other include, and are limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the Trust's custodian and transfer agent; (iii) costs and expenses of its operations pricing and transactions and not specifically assumed by calculating the Adviser pursuant to that certain Investment Advisory Agreement, dated as net asset value per share for each class of [____], [____], by and between the Fund and of maintaining the Adviser, as books and records required by the same may be amended or restated from time to time (the “Investment Advisory Agreement”), including, without limitation, those relating to: (a) the Fund’s organizational expenses1940 Act; (biv) calculating the Fund’s net asset value expenditures in connection with meetings of shareholders and Trustees; (including the costs v) compensation and expenses of any independent valuation firmTrustees who are not interested persons of the Trust or the Adviser ("Disinterested Trustees"); (cvi) debt service and other the costs of borrowings or other financing arrangementsinsurance and/or fidelity bonds; (dvii) fees the cost of preparing, printing, and expensesdistributing prospectuses and statements of additional information, including any supplements thereto, proxy statements, and reports for existing shareholders; (viii) non-litigation related legal, consulting or other professional auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and travel expenses, incurred by maintaining registration of shares of the Adviser or payable Fund under applicable federal and state securities laws.
(c) The Fund agrees to third parties in performing due diligence on prospective investments, monitoring the Fund’s investments and, if necessary, enforcing the Fund’s rightsbear all costs relating to; (ei) amounts payable to third parties relating tothe costs of any uncollectible items of deposit, or associated with, evaluating, making and disposing of investments; (fii) brokerage fees and commissions; (giii) federal taxes and state registration governmental fees; (hiv) any applicable exchange listing fees; litigation expenses, (iv) federalinterest, state (vi) extraordinary and local taxes; (j) costs of offerings or repurchases of the Shares and other securities, including costs related to the use of one or more dealer managers and/or underwriters; (k) the base management fee and any incentive fee payable under the Investment Advisory Agreement; (l) distributions on the Shares or other securities; (m) administration fees payable to the Administrator under this Agreement; (n) any fees and expenses relating to transfer agent, custodial, and escrow agent services; (o) independent trustee fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Fund’s shareholders, including printing costs; (q) the costs of holding shareholder meetings; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and charges of any trade association of which the Fund is a member; (v) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (w) fees and expenses associated with independent audits and outside legal costs; (x) the Fund’s fidelity bond; (y) trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (z) costs associated with the Fund’s reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws; and (aavii) all other expenses reasonably incurred by the Fund or the Administrator costs not listed in connection with administering the Fund’s business, such as the allocable portion item (b) of overhead and other expenses incurred by the Administrator in performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation and related expenses of the Fund’s chief compliance officer, chief financial officer, chief operating officer and their respective support staff. To the extent the Administrator outsources any of its functions, including to any sub-administrator, the Fund shall pay the fees associated with such functions on a direct basis, without profit to the Administratorsection 6.
Appears in 1 contract
Sources: Investment Advisory Agreement (Bragg Capital Trust)
Allocation of Costs and Expenses. The Fund Company shall bear all other costs and expenses of that are incurred in its operations operation and transactions and not specifically assumed by Panagram Structured Asset Management, LLC (the Adviser “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of [____]November 29, [____]2021, by and between the Fund Company and the Adviser, as the same may be amended or restated from time to time (the “Investment Advisory Agreement”). Costs and expenses to be borne by the Company include, including, without limitationbut shall not be limited to, those relating to: (a) the FundCompany’s organizational expensescosts and offering costs incurred prior to the completion of its initial public offering; (b) calculating the FundCompany’s net asset value (including the costs and expenses of any independent valuation firmfirm or pricing service); (c) debt service and other costs of borrowings or other financing arrangementsinterest payable on debt, if any, incurred to finance the Company’s investments; (d) fees and expenses, including legal, consulting or other professional legal fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the FundCompany’s investments and, if necessary, enforcing the FundCompany’s rights; (e) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (f) brokerage fees and commissions; (g) federal and state registration fees; (h) any applicable exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Shares Company’s common stock and other securities, including costs related to the use of one or more dealer managers and/or underwriters; (k) the base management fee fees and any incentive fee fees payable under the Investment Advisory Agreement; (l) distributions on the Shares or Company’s common stock and other securities; (m) administration fees payable to the Administrator under this Agreement; (n) any transfer agent and custody fees and expenses relating to transfer agent, custodial, and escrow agent servicesexpenses; (o) independent trustee director fees and expenses; (p) the costs of any reports, proxy statements or other notices to the FundCompany’s shareholderssecurityholders, including printing costs; (q) the costs of holding shareholder meetingsmeetings of the Company’s securityholders; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and charges of any trade association of which the Fund Company is a member; (vu) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone telecommunications and staff, including fees payable in connection with outsourced administration functions; (wv) fees and expenses associated with independent audits and outside legal costs; (xw) the FundCompany’s fidelity bond; (yx) trustees directors and officers/errors and omissions liability insurance, and any other insurance premiums; (zy) costs associated with the FundCompany’s reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws; and (aaz) all other expenses reasonably incurred by the Fund Company or the Administrator in connection with administering the FundCompany’s businessbusiness or incurred by the Administrator on the Company’s behalf, such as the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under this the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and the FundCompany’s allocable portion of the costs of compensation and related expenses of the FundCompany’s chief compliance officer, chief financial officer, chief operating officer and their respective support staff. To the extent the Administrator outsources any of its functions, including to any sub-administrator, the Fund Company shall pay the fees associated with such functions on a direct basis, without profit to the Administrator.
Appears in 1 contract
Allocation of Costs and Expenses. The Fund shall bear all other costs and expenses of its operations and transactions and not specifically assumed by the Adviser pursuant to that certain Investment Advisory Agreement, dated as of [____]May 27, [____]2025, by and between the Fund and the Adviser, as the same may be amended or restated from time to time (the “Investment Advisory Agreement”), including, without limitation, those relating to: (a) the Fund’s organizational expensesManagement Fee (as defined in the Investment Advisory Agreement); (b) fees to the Fund’s administrators, transfer agent, custodians, depositaries, and trustees and other service providers; (c) the cost of calculating the Fund’s net asset value NAV (including the costs cost and expenses of any independent valuation firm); (cd) debt service borrowing and other indebtedness of the fund, including the costs of borrowings establishing such borrowing or other financing arrangements; (d) fees and indebtedness, as well as any interest expenses, including legal, consulting or other professional fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Fund’s investments and, if necessary, enforcing the Fund’s rights; (e) amounts payable trading and investment expenses (e.g., expenses that the Adviser reasonably determines to third parties be related to the investment of the Fund’s assets), including: (i) brokerage commissions and expenses relating toto short sales, or associated with(ii) clearing and settlement charges and other related amounts, evaluating(iii) prime broker fees and other bank service fees, making and disposing (iv) custodial fees, and fees of investmentsthe trustee and any depositary in relation to trading and settlements; (f) brokerage fees dividends on preferred shares, if any, and commissions; (g) federal and state registration fees; (h) any applicable exchange listing fees; (i) federal, state and local taxes; (j) costs expenses relating to the offering of offerings or repurchases of the Shares and other securitiesany preferred shares, including costs related to the use of one or more dealer managers distributors and/or underwriters; (g) the costs and expenses of products and services relating to research concerning the Fund’s investments or potential investments (except to the extent that such costs or expenses are paid for with “soft dollars”), including the following: (i) the costs of obtaining third-party research products and services, including the cost of research reports relating to securities, issuers, market segments or geographic regions, (ii) investment- and portfolio-related research surveys, (iii) the costs of computerized historical financial data, data feeds, audiovisual media, and databases (e.g., Bloomberg) and the costs of credit rating services, (iv) alternative data, and systems and services relating to research for alternative data, (v) the costs of subscriptions, publications, and news feeds regarding investments and/or the general investment markets, (vi) professional fees, including the expenses of consultants and experts, to the extent such professional fees relate to research, (vii) the costs of information technology hardware and software (including computers, telephones, videoconferencing equipment, and similar items) to the extent that such hardware or software is used for research (to include initial and ongoing costs for purchase or lease, licensing, data and physical file storage, maintenance, cyber and information security technology and services, consulting and third-party labor support, and other related expenses), and (viii) the cost of investigating actual or potential investments, including investment and general market conferences, travel expenses and out-of-pocket expenses of the officers and employees of the Adviser in relation to research concerning investments or potential investments for the Fund; (h) costs of third-party valuation consultants and price quotation services; (i) the costs of portfolio modeling and analyses, and data analytics, including expenses relating to services provided by affiliated or unaffiliated service providers; (j) professional fees, including: (i) expenses of consultants, experts and third-party advisors, related to portfolio investments (and not related to research), (ii) fees of any underwriter or rating agency in connection with borrowing or indebtedness of the Fund, (iii) fees and expenses associated with the Board of Trustees of the Fund, including travel expenses and costs associated with ongoing meetings of any such entities, and (iv) fees and expenses of anti-money laundering officers of the Fund; (k) the base management fee legal, litigation, compliance, regulatory, and any incentive fee payable under the Investment Advisory Agreementtax expenses, including consulting expenses, filing fees; (l) auditing and tax preparation expenses; (m) federal and state registration fees and any applicable exchange listing fees; (n) federal, state and local taxes of the Fund; (o) costs associated with offering or repurchasing the Fund’s Shares and other securities (including, but not limited to, preferred shares and indebtedness), including costs related to the use of one or more distributors and/or underwriters; (p) distributions on the Fund’s Shares or other securities; (m) administration fees payable to the Administrator under this Agreement; (n) any fees and expenses relating to transfer agent, custodial, and escrow agent services; (o) independent trustee fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Fund’s shareholders, including printing costs; (q) the costs of holding shareholder meetings; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and charges of any trade association of which the Fund is a member; (v) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration administrative functions; (wr) any fees and expenses associated with independent audits relating to escrow agent services; (s) Independent Trustee fees and outside legal expenses; (t) the costs of any reports, proxy statements or other notices to the Fund’s Shareholders, including printing costs; (xu) the Fund’s fidelity bondany applicable distribution and/or shareholder servicing fees; (yv) trustees insurance expenses (including fidelity insurance, Trustees and officers/errors and omissions liability insurance, cybersecurity insurance, and any other insurance premiumstravel-related insurance); (zw) costs associated with the Fund’s reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws; (x) the costs of services, systems, data, databases, physical storage, electronic storage, and disaster recovery solutions relating to the management of the Fund (to include initial and ongoing costs for purchase or lease, licensing, maintenance, consulting and third-party labor support, and other related expenses), including the following: (i) the costs of third-party compliance, legal, client service, tax, trading, technology, portfolio analysis, operational and accounting products, services and consultants, including the costs of compliance, portfolio analysis and accounting software packages, (ii) the costs of risk management products and services, including the costs of risk management software or database packages, (iii) the costs of performance measurement services and GIPS verifications; and (iv) the costs of maintaining the books and records of the Fund; (y) fees, costs and expenses associated with Shareholder meetings; (z) costs and expenses, including travel expenses and costs associated with investor conferences or any other similar meetings of the Fund; (aa) expenses associated with special purpose vehicles and investment vehicles through which the Fund invests, including organizational, tax, legal, audit, administrative and transaction expenses, dedicated staffing expenses, and occupancy expenses for required physical locations (occupancy expenses to include rent, overhead, property taxes, and utilities in dedicated and shared locations (whether paid to third parties or allocated from GoldenTree Asset Management LP or its affiliates)); (ab) corporate licensing; (ac) organizational expenses; (ad) fees and expenses associated with marketing, distribution, training and investor relations efforts; (ae) dues, fees and charges of any trade association of which the Fund is a member; (af) extraordinary expenses, including the costs of indemnification; and (ag) all other expenses reasonably incurred by the Fund or the Administrator Adviser in connection with administering the Fund’s business, such as the allocable portion of overhead and other expenses incurred by the Adviser on behalf of the Fund and allocable to the Fund under the Investment Advisory Agreement or incurred by the Administrator in performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation and related expenses of the Fund’s chief compliance officerChief Compliance Officer, chief financial officerChief Financial Officer, chief operating officer Chief Operating Officer and their respective support staff. To the extent the Administrator outsources any of its functions, including to any sub-administrator, the Fund shall pay the fees associated with such functions on a direct basis, without profit to the Administrator.
Appears in 1 contract
Sources: Administration Agreement (GoldenTree Opportunistic Credit Fund)