Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Fund or on the Administrator’s behalf. (b) The Fund will bear all costs and expenses that are incurred in its operation, administration, and transactions and not specifically assumed by the Fund’s investment adviser, Benefit Street Partners L.L.C. (in such capacity, the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [ ], 2024, by and between the Fund and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Fund include, but are not limited to, those relating to: (i) organization expenses and offering expenses, including third-party due diligence fees related to an offering; (ii) costs and expenses incurred in contracting with third parties on behalf of the Fund; (iii) the actual cost of goods and services used by the Fund and obtained from non-affiliated persons; (iv) administrative services expenses, including all costs and expenses incurred by the Adviser or its affiliates in fulfilling its duties hereunder, including reasonable salaries and wages, benefits and overhead of all employees directly involved in the performance of such services; provided, however, that no reimbursement shall be made for costs of such employees of the Adviser or its affiliates to the extent that such employees perform services related to the acquisition of investments; (v) expenses of organizing, amending, revising, converting, modifying or terminating the Fund or its declaration of trust or bylaws, or any of its subsidiaries; (vi) expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Fund, news and quotation subscriptions, and market or industry research expenses; (vii) the cost of calculating the Fund’s net asset value; (viii) the cost of effecting sales and repurchases of shares of the Fund’s common stock and other securities; (ix) management and incentive fees payable pursuant to this Agreement; (x) expenses of managing and operating investments owned by the Fund, whether payable to an affiliate of the Fund or a non-affiliated person; (xi) fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); (xii) expenses related to consummated or unconsummated investments, including dead deal or broken deal expenses; (xiii) rating agency expenses; (xiv) expenses of managing and operating investments owned by the Fund, whether payable to an affiliate of the Fund or a non-affiliated person; (xv) distributions on the Fund’s shares; (xvi) administration fees payable under this Agreement; (xvii) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (xviii) transfer agent and custodial fees; (xix) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (xx) accounting, audit and tax preparation expenses; (xxi) federal and state registration fees; (xxii) any exchange listing fees; (xxiii) federal, state, local, and other taxes; (xxiv) costs and expenses incurred in relation to compliance with applicable laws and regulations and the operation and administration of the Fund generally; (xxv) independent Trustees’ (as defined below) fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the Independent Trustees; (xxvi) brokerage commissions; (xxvii) costs of preparing government filings, including periodic and current reports with the SEC; (xxviii) the Fund’s fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (xxix) indemnification payments; (xxx) expenses relating to the development and maintenance of the Fund’s website, if any, and other operations and technology costs; (xxxi) direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and (xxxii) all other expenses incurred by the Fund or the Administrator in connection with administering the Fund’s business, including, but not limited to, payments under this Agreement based upon the Fund’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel and the allocable portion of the cost of the Fund’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Fund.
Appears in 1 contract
Sources: Administration Agreement (Franklin BSP Real Estate Credit BDC)
Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Fund or on the Administrator’s behalf. Specifically, the reimbursements made by the Fund to the Administrator shall include, but not be limited to:
(i) the allocable portion of the Administrator’s rent for the Fund’s Chief Financial Officer and the Chief Compliance Officer and their respective staffs;
(ii) the allocable portion of the salaries, bonuses, benefits and expenses of the Fund’s Chief Financial Officer and Chief Compliance Officer and their respective staffs;
(iii) the actual cost of goods and services, including license fees for software tools and information technology, used for the Fund and obtained by the Administrator from entities not affiliated with the Fund;
(iv) all fees, costs and expenses associated with the engagement of a Sub-Administrator; and
(v) costs associated with (a) the monitoring and preparation of regulatory reporting, including registration statement amendments, prospectus supplements, and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications.
(b) The Fund will bear all costs and expenses that are incurred in its operation, administration, operation and transactions and not specifically assumed by the Fund’s investment adviser, Benefit Street Partners L.L.C. advisor (in such capacity, the “AdviserAdvisor”), pursuant to that certain Investment Advisory Agreement, dated as of [ [•], 20242021, by and between the Fund and the Adviser (the “Advisory Agreement”)Advisor. Costs and expenses to be borne by the Fund include, but are not limited to, those relating to:
(i) organization expenses and offering expenses, including third-party due diligence fees related to an offering;
(ii) costs and expenses incurred in contracting with third parties on behalf of : the Fund;
(iii) the actual cost of goods and services used by the Fund and obtained from non-affiliated persons;
(iv) administrative services expenses, including all costs and expenses incurred by the Adviser or its affiliates in fulfilling its duties hereunder, including reasonable salaries and wages, benefits and overhead of all employees directly involved in the performance of such services’s organization; provided, however, that no reimbursement shall be made for costs of such employees of the Adviser or its affiliates to the extent that such employees perform services related to the acquisition of investments;
(v) expenses of organizing, amending, revising, converting, modifying or terminating the Fund or its declaration of trust or bylaws, or any of its subsidiaries;
(vi) expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Fund, news and quotation subscriptions, and market or industry research expenses;
(vii) the cost of calculating the Fund’s net asset value;
value (viii) including the cost and expenses of effecting sales any independent valuation firms); expenses, including travel expense, incurred by the Advisor or payable to third parties performing due diligence on prospective portfolio companies, monitoring the Fund’s investments and, if necessary, enforcing its rights; interest payable on debt, if any, incurred to finance the Fund’s investments; fees and repurchases of shares expenses related to the Fund’s borrowings, offerings of the Fund’s common stock and other securities;
(ix) management and incentive fees payable pursuant to this Agreement;
(x) expenses of managing and operating investments owned by the Fund, whether payable to an affiliate of the Fund or a non-affiliated person;
(xi) fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments securities (including third-party valuation firmsunderwriting, placement agent, technology platforms, investor diligence and similar fees and commissions);
(xii) expenses related to consummated or unconsummated investments, including dead deal or broken deal expenses;
(xiii) rating agency expenses;
(xiv) expenses of managing and operating investments owned by the Fund, whether payable to an affiliate of the Fund or a non-affiliated person;
(xv) ; investment advisory fees; incentive fees; distributions on the Fund’s shares;
(xvi) ; administration fees payable under this Agreement;
(xvii) ; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it;
(xviii) ; amounts payable to third parties relating to, or associated with, making investments; transfer agent and custodial fees;
(xix) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events);
(xx) accounting, audit and tax preparation expenses;
(xxi) federal and state ; registration fees;
(xxii) any exchange ; listing fees;
(xxiii) federal, state, local, and other ; taxes;
(xxiv) costs and expenses incurred in relation to compliance with applicable laws and regulations and the operation and administration of the Fund generally;
(xxv) ; independent Trustees’ (as defined below) director fees and expenses, including any legal counsel ; preparing and filing reports or other advisors retained by, or at the discretion or for the benefit of, the Independent Trustees;
(xxvi) brokerage commissions;
(xxvii) costs of preparing government filings, including periodic and current reports documents with the SEC;
(xxviii) ; preparation of any reports, proxy statements or other notices to our stockholders, including printing costs; the Fund’s fidelity bond, trustees ; directors and officers/errors and omissions liability insurance, and any other insurance premiums;
(xxix) ; indemnification payments;
(xxx) ; expenses relating to the development and maintenance of the Fund’s websitewebsite and use of third party technology platforms (investor hosting and similar platforms and service providers); license fees for software tools and information technology used in connection with the administration of the Fund’s business, if any, and other operations and technology costs;
(xxxi) direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants audit and outside legal costs; and
(xxxii) and all other expenses reasonably incurred by the Fund or the Administrator in connection with administering the Fund’s business, including, but not limited to, payments under this Agreement based upon such as the Fund’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel and the allocable portion of the cost of the Fund’s chief compliance financial officer and chief financial compliance officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Fund.
Appears in 1 contract
Sources: Administration Agreement (Stellus Private Credit BDC)