Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to: (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement; (b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and (c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to: (i) the cost of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”); (ii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services; (iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities; (iv) fees and expenses payable under any dealer manager and placement agent agreements, if any; (v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof; (vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources; (vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes; (viii) costs of derivatives and hedging; (ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights; (x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof; (xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments; (xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it; (xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses); (xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments; (xv) transfer agent, dividend agent and custodial fees; (xvi) fees and expenses associated with marketing efforts; (xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies; (xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees; (xix) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing; (xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby); (xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings; (xxii) proxy voting expenses; (xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith); (xxiv) costs of registration rights granted to certain investors; (xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith; (xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs; (xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations; (xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC; (xxix) costs associated with individual or group shareholders; (xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums; (xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff; (xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets; (xxxiii) extraordinary expenses (such as litigation or indemnification); (xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities; (xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and (xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.
Appears in 2 contracts
Sources: Administration Agreement (Blackstone / GSO Secured Lending Fund), Administration Agreement
Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Investor Services Administrator, the Fund Corporation shall reimburse the Investor Services Administrator for the costs and expenses incurred by the Investor Services Administrator in performing its obligations, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities hereunder. The Investor Services Administrator shall not be entitled to any additional compensation hereunder. The reimbursement to be received by the Investor Services Administrator in respect of its personnel, except as otherwise provided herein overhead and other internal costs related to the Investor Service Administrator’s performance of its obligations under this Agreement shall not exceed $2,700,000 in the aggregate during the initial public offering period for the sale of the Company’s common stock (the “Investor Services Cap” and any such excess, the “Investor Services Excess”). The Investor Services Administrator acknowledges and agrees that neither the Company nor any other person or entity shall have any obligation to pay the Investor Services Excess to the Investor Services Administrator.
(b) The Corporation will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [ ], 2012, by and between the Fund Corporation and the Adviser, as amended from time to time Adviser (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals Costs and staff of the Adviser, when and expenses to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for borne by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, includingCorporation include, but are not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
(i) the cost of the Fund’s : organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”);
(ii) the cost of ; calculating the FundCorporation’s net asset value, value (including the cost of any third-party valuation services;
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, independent valuation firms); expenses incurred by the Adviser, or members of its investment teamInvestor Services Administrator, Prospect Administration LLC (the “Administrator”), or affiliates thereof, including those payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel, and in evaluatingthe case of the Investor Services Administrator, developingrelating to, negotiatingor associated with transfer agent and custodial fees), structuring in monitoring financial and legal affairs for the Corporation and in monitoring the Corporation’s investments and performing due diligence on its prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expensesinvestments; interest payable on debt, if any, incurred by or on behalf to finance the Corporation’s investments; offerings of the Fund in developingCorporation’s debt, negotiating common stock and structuring prospective or potential investments that are not ultimately madeother securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including without limitation any legalagents, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment consultants or other third parties advisors, relating to, or capitalized as part of the acquisition price of the transaction) associated with, evaluating and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in making investments;
(xv) ; transfer agent, dividend agent and custodial fees;
(xvi) ; fees and expenses associated with marketing efforts;
efforts (xvii) including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and listing the Corporation’s securities on any securities exchange; federal, franchise fees, any stock exchange listing fees state and fees payable to rating agencies;
(xviii) independent trusteeslocal taxes; Directors’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xix) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and ; costs of preparing and filing reports or other documents with required by the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and SEC or any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the governmental agency; costs of any reports, proxy statements or other notices to shareholders (stockholders, including printing and mailing costs) and ; the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the FundCorporation’s Shares being listed on a national securities exchange or a sale of all or substantially all allocable portion of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums;
(xxxi) ; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and copying, secretarial and other staff;
(xxxii) fees, costs independent auditors and outside legal costs; research, subscription and market data expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating news and quotation equipment and services; computer software specific to the preparation and filing business of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared Corporation; any unreimbursed expenses incurred in connection with the laws and/or regulations transactions not consummated; routine overhead expenses of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund investment affiliates; and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Corporation or the Administrator in connection with administering the FundCorporation’s business. Pursuant to business or the Investor Services Administrator in connection with services performed by the Investor Services Administrator under this Agreement, including payments under the agreement with the Administrator based upon the Corporation’s allocable portion of the Administrator’s and the Adviser’s overhead in performing their obligations under this Agreement and the Advisory Agreement, with respect to 4(c)(i) aboveincluding rent, if actual organization and offering costs incurred exceed 0.10% the allocable portion of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses cost of the Fund for purposes Corporation’s chief compliance officer, chief administrative officer, and chief financial officer and their respective staffs, and payments under this Agreement based upon the Corporation’s allocable portion of the FundInvestor Services Administrator’s cap on organization personnel, overhead and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, other internal costs in performing its obligations under this Agreement (subject to the cap on organization and offering expenses described aboveInvestor Services Cap set forth in Section 5(a) hereof).
Appears in 2 contracts
Sources: Investor Services Agreement (Pathway Energy Infrastructure Fund, Inc.), Investor Services Agreement (Priority Senior Secured Income Fund, Inc.)
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. HPS Investment Partners, LLC or any of its affiliates; and
(c) all other expenses of the Fund’s operations operations, administration and transactions including, without limitation, those relating to:
(i) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the cost Fund’s systems and those of the Fund’s organization participating broker-dealers, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and offeringitemized invoices, subject to a cap of 0.10% costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Fund’s total capital commitments (“Capital Commitments”escrow agent and transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealers, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee);
(ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, its affiliates in the credit-focused business of HPS Investment Partners, LLC), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide transactional legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) expenses and fees to provide administrative and accounting services to the Fund or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Fund or affiliates in connection such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services);
(iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iiiiv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(ivv) fees and expenses payable under any dealer manager and placement agent selected dealer agreements, if any;
(vvi) debt service interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Fund, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vivii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(viiviii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viiiix) costs of derivatives and hedging;
(ixx) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(xxi) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xixii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xiixiii) the allocated costs incurred by HPS Investment Partners, LLC, in its capacity as both the Adviser and the Administrator Administrator, in providing managerial assistance to those portfolio companies that request it;
(xiiixiv) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees, fees and underwriting costs and commissions, including commissions and other compensation payable to brokers or dealerscosts; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xivxv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses associated with vehicles related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participate participates in investmentsthe acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Adviser or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates of HPS Investment Partners, LLC as lessor in connection therewith));
(xvxvi) transfer agent, dividend agent and custodial fees;
(xvixvii) fees and expenses associated with marketing efforts;
(xviixviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xixxx) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xxxxi) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxixxii) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee Trustee meetings;
(xxiixxiii) proxy voting expenses;
(xxiiixxiv) costs associated with the Fund’s Shares being listed on a national securities an exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)listing;
(xxivxxv) costs of registration rights granted to certain investors;
(xxvxxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvixxvii) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Fund’s affairs;
(xxviixxviii) all fees, costs and expenses associated with the Fund’s information, technologyobtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, holdings or a combination thereof or other reasonable methods determined by the Administrator)) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its affiliates for data-related services provided to the Fund and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviiixxix) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxixxxx) costs associated with individual or group shareholders;
(xxxxxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxixxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxiixxxiii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiiixxxiv) extraordinary expenses (such as litigation or indemnification);
(xxxivxxxv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings filings; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Fund or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the AIFMD, European Parliament Securities and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its affiliates relating to the Fund, and their activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.reg
Appears in 2 contracts
Sources: Administration Agreement (HPS Corporate Lending Fund), Administration Agreement (HPS Corporate Lending Fund)
Compensation; Allocation of Costs and Expenses. 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, obligations including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except . Except as otherwise specifically provided herein and or otherwise in that certain Investment Advisory Agreement, by and Management Agreement between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. Apollo Global Management, Inc. (“Apollo”) or any of its affiliatesaffiliates providing non-investment related services to the Fund; and
(c) all other expenses of the Fund’s operations operations, administration and transactions including, without limitation, those relating to:
(i) subject to the cost Advisory Agreement, organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Fund’s systems and those of the Fund’s organization participating intermediaries, reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and offeringitemized invoices, subject to a cap of 0.10% costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Fund’s total capital commitments (“Capital Commitments”escrow agent and transfer agent, fees to attend retail seminars sponsored by participating intermediaries and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee);
(ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators and sub-administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator or its affiliates in the credit focused business of Apollo), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) expenses and fees to provide administrative and accounting services to the Fund or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Fund or affiliates in connection such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services of the same skill and expertise);
(iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iiiiv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(ivv) fees and expenses payable under any dealer intermediary manager and placement agent selected intermediary agreements, if any;
(vvi) debt service interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Fund, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vivii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(viiviii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viiiix) costs of derivatives and hedging;
(ixx) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(xxi) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xixii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xiixiii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiiixiv) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees, fees and underwriting costs and commissions, including commissions and other compensation payable to brokers or dealerscosts; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xivxv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses associated with vehicles related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participate participates in investmentsthe acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Adviser or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates of Apollo as lessor in connection therewith));
(xvxvi) transfer agent, dividend agent and custodial fees;
(xvixvii) fees and expenses associated with marketing efforts;
(xviixviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xixxx) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xxxxi) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxixxii) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee Trustee meetings;
(xxiixxiii) proxy voting expenses;
(xxiiixxiv) costs associated with the Fund’s Shares being listed on a national securities an exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)listing;
(xxivxxv) costs of registration rights granted to certain investors;
(xxvxxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvixxvii) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Fund’s affairs;
(xxviixxviii) all fees, costs and expenses associated with the Fund’s information, technologyobtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, holdings or a combination thereof or other reasonable methods determined by the Administrator)) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its affiliates for data-related services provided to the Fund and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviiixxix) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxixxxx) costs associated with individual or group shareholders;
(xxxxxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxixxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxiixxxiii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiiixxxiv) extraordinary expenses (such as litigation or indemnification);
(xxxivxxxv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings filings; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Fund or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the AIFMD, European Parliament Securities and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its affiliates relating to the Fund, and their activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.its
Appears in 2 contracts
Sources: Administration Agreement (Apollo Origination II (L) Capital Trust), Administration Agreement (Apollo Origination II (UL) Capital Trust)
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and KKR Credit Advisors (US) LLC, in its capacity as adviser to the Fund (the “Adviser”), as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other fees, costs and expenses fairly allocable to the Fund, related to the activities, business, operations or actual or potential investments of the Fund’s operations, administration and transactions, including, but not limited toincluding without limitation:
(a) investment advisory fees, including management fees and incentive fees, fee to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations operations, administration and transactions including, without limitation, those relating to:
(i) the cost of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”);
(ii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all fees, costs and expenses of any loan servicers outside counsel, accountants, auditors, appraisers, valuation experts, rating agencies, consultants, administrators, custodians, depositaries, trustees and other similar outside advisors and service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs incurred including servicing companies in connection which KKR & Co. Inc. (together with the formation Adviser and its other affiliates, “KKR”) or maintenance its affiliates or eligible partners, members, managing directors, directors, officers or employees of entities KKR, the Adviser or vehicles their respective affiliates (collectively, “KKR Personnel”) have an interest) with respect to hold the Fund and its potential and actual investments (including allocable compensation and expenses of senior advisors, executive advisors, industry advisors and technical consultants and allocable fees and expenses of all or any of KKR Capstone Americas LLC, KKR Capstone EMEA LLP, KKR Capstone EMEA (International) LLP, KKR Capstone Asia Limited and their Capstone-branded subsidiaries, which employ operating professionals dedicated to supporting KKR deal teams and portfolio companies (collectively, “Capstone”) related to the Fund’s assets for tax activities), and including the cost of any valuation of, or any fairness opinion relating to, any investment or other purposesasset or liability or potential transaction, of the Fund;
a. fees, costs and expenses of identifying, sourcing, investigating (viii) costs of derivatives and hedging;
(ix) expensesconducting diligence with respect to), including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developingstructuring, negotiatingconsummating, structuring registering, holding, rating, monitoring or disposing potential and performing due diligence on prospective actual portfolio companiesinvestments, including such including:
b. brokerage commissions, clearing and settlement charges, investment banking fees, bank charges, custodial fees, placement, syndication and solicitation fees, arranger fees, expenses related relating to potential investments that were not consummatedshort sales, andsales commissions, if necessaryand other investment, enforcing the Fund’s rights;
(x) expenses (including the allocable portions of compensation execution, closing and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all administrative fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting c. any travel-related costs and commissions, expenses incurred in connection therewith (including commissions and other compensation payable to brokers or dealers; costs and expenses of any lendersaccommodations and meals, costs and expenses related to attending trade association meetings, conferences or similar meetings for purposes of evaluating actual or potential investment banks and other financing sourcesopportunities, and other investment costswith respect to travel on noncommercial aircraft, fees and costs of travel at a comparable business class commercial airline rate) including any such expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing attendance at meetings of actual investments (including, without limitation, travel, entertainment, lodging relevant investment committees and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses)portfolio management committees;
(xiv) investment d. expenses associated with portfolio and risk management including hedging transactions and related costs, including all ;
e. fees, costs and expenses incurred in evaluatingthe organization, developingoperation, negotiatingadministration, structuringrestructuring or dissolution, tradingliquidation and termination of any entities through which the Fund makes investments (including costs associated with establishing and maintaining a permanent residence in certain jurisdictions, settlingsuch as employee compensation and benefits, allocable rent and other overhead of entities established to manage or administer such entities including entities in which KKR or its affiliates have an interest); and
f. fees, costs and expenses of outside counsel, accountants, auditors, consultants (including Capstone) and other similar advisors and service providers incurred in connection with designing, implementing and monitoring participation by portfolio companies or other issuers in compliance and holding actual investments includingoperational “best practices” programs and initiatives;
(ii) any taxes, without limitationfees or other governmental charges levied against the Fund or on its income or assets or in connection with its business or operations including the business or operations of any entities through which the Fund invests and preparation expenses in connection with such governmental charges (which includes the preparation and filing of any forms, schedules, filings, information or other documents necessary to avoid the imposition of withholding or other taxes pursuant to any applicable tax reporting obligation and report of foreign bank and financial accounts) or to otherwise comply with applicable tax reporting obligations;
(iii) fees, costs and expenses incurred in connection with any audit, examination, investigation or other proceeding by any taxing authority or incurred in connection with any governmental or regulatory inquiry, investigation or proceeding, in each case, involving or otherwise applicable to the Fund, including the amount of any judgments, settlements, remediation or fines paid in connection therewith, excluding, for the avoidance of doubt, any financingfine or penalty paid by the Adviser or its affiliates to a governmental body of competent jurisdiction on the basis of a finding that the Adviser or such affiliate has breached a fiduciary duty to the Fund (for the avoidance of doubt, legalthe foregoing does not include any fine or penalty related to activities taken by the Adviser or its affiliates on behalf of the Fund);
(iv) expenses of the Board of Trustees and its members, filingincluding:
a. travel, auditingaccommodation, taxmeal, accountingevent, compliance, loan administration, advisory, consulting, engineering entertainment and other professional similar fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer with any meetings of the applicable investment or other third parties or capitalized as part of Board; and
b. the acquisition price of the transaction) and any fees, costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing efforts;
(xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and of any legal counsel or other advisors retained by, or at the discretion direction or for the benefit of, the independent trusteesBoard;
(xixv) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of holding any litigation involving annual or other shareholder meeting;
(vi) the portion fairly allocable to the Fund or of fees, costs and expenses incurred in connection with legal, regulatory and tax services provided on behalf of the Fund, its investments and portfolio companies and the amount of any judgments compliance with U.S. federal, state, or settlements paid in connection therewithlocal law, trustees and officers, liability or other insurance (including costs of title insurance) non-U.S. law or other law and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability regulation relating to the Fund’s affairsactivities (including expenses relating to the preparation and filing of regulatory filings of the Fund); and expenses and fees incurred in connection with establishing, implementing, monitoring and/or measuring the impact of any environmental, social and governance (“ESG”) policies and programs, including all fees, costs, and expenses incurred in connection with reporting on such ESG policies and programs or otherwise evaluating the Fund’s or its portfolio investments’ or prospective portfolio investments’ achievement of any ESG objectives;
(xxviivii) all fees, costs and expenses associated with the Fund’s informationadministration, technologyincluding in relation to calling capital from and making distributions to shareholders, communicationthe administration of assets, market data financial planning and research (including news treasury activities, the representation of the Fund, the preparation and quotation equipment delivery of all Fund financial statements, tax returns, capital calls, distribution notices, other reports and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications required or requested information provided to shareholders (including the fees, costs and internally allocated chargesexpenses of any other third-party administrator that provides accounting and administrative services to the Fund), fees, costs and expenses incurred to audit such reports, provide access to such reports or information (including through a website or other portal) and any other operational, secretarial or postage expenses relating thereto or arising in connection with the distribution thereof (and including, in each case, technology development and support with respect to such activities and other administrative support therefor), and dues allocable compensation and overhead of KKR Personnel engaged in the aforementioned activities and KKR Personnel providing oversight of any third party administrator engaged in the aforementioned activities;
(viii) principal, interest on and fees, costs and expenses relating to or arising out of all borrowings made by the Fund, including fees, costs and expenses incurred in connection with membership the negotiation and establishment of the relevant credit facility, other indebtedness, guarantee, line of credit, loan commitment, letter of credit, equity commitment letter, hedging guarantee or similar credit support or other indebtedness involving the Fund or any investment or relevant arrangements with respect to such borrowings or related to securing the same by mortgage, pledge, or other encumbrance and the fees, costs and expense of any amendments or modifications of such arrangements, and other fees, costs and expenses in industry respect of derivative contracts (including any payments under, and any margin expenses relating to, such derivative contracts or trade organizationsany posting of margin or collateral with respect to such derivative contracts);
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxiiix) fees, costs and expenses of winding up and liquidating relating to a shareholder default (but only to the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation extent not paid or indemnificationotherwise borne by the defaulting shareholder);
(xxxivx) all fees, costs and expenses relating to a transfer of a shares (but only to the extent not paid or otherwise borne by the relevant transferring shareholder and/or the transferee);
(xi) fees, costs and expenses related to complianceprocuring, developing, implementing or maintaining information technology, data subscription and license-related matters based services, research publications, materials, equipment and services, computer software or hardware and electronic equipment used in connection with providing services to the Fund (such including reporting as developing described herein), in connection with identifying, investigating (and implementing specific conducting diligence with respect to) or evaluating, structuring, consummating (including license fees and maintenance costs for workflow technology that facilitates the closing of investments by, among other things, managing allocations, conflicts of interest and compliance with law, all in accordance with policies and procedures established by KKR and its affiliates), holding, monitoring, or disposing of potential and actual investments, or in order connection with obtaining or performing research related to comply potential or actual investments, industries, sectors, geographies or other relevant market, economic, geopolitical or similar data or trends, including risk analysis software;
(xii) premiums and fees for insurance for the benefit of, or allocated to, the Fund (including trustees’ and officers’ liability, errors and omissions or other similar insurance policies, and any other insurance for coverage of liabilities incurred in connection with certain regulatory requirementsthe activities of, or on behalf of, the Fund) including an allocable portion of the premiums and fees for one or more “umbrella” policies that cover the Fund and, to the extent applicable, costs of the Employee Retirement Income Security Act of 1974, as amended, fidelity bonds, if applicable;
(xiii) expenses of any actual or potential litigation or other dispute related to the Fund or any actual or potential investment or portfolio company (including expenses incurred in connection with the investigation, prosecution, defense, judgment or settlement of litigation and the appointment of any agent for service of process on behalf of the Fund or the shareholders) and regulatory filings other extraordinary expenses related to the Fund or actual or potential investment or portfolio company (including fees, costs and expenses that are classified as extraordinary expenses under generally accepted accounting principles in the United States (or such other accounting standards as are otherwise required)) excluding for the avoidance of doubt, any expenses with respect to which an indemnitee would not be entitled to indemnification or advancement;
(xiv) fees, costs and expenses required under or otherwise related to the Fund’s activities indemnification obligations, including advancement of any such fees, costs or expenses to persons entitled to such indemnification, or other matters that are the subject of indemnification or contribution;
(includingxv) fees, without limitationcosts and expenses incurred in connection with dissolving, liquidating and terminating the Fund;
(xvi) all other costs and expenses relating to of the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared Fund in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU business or operation of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activitiespotential and actual investments;
(xvii) and/or other regulatory filings, notices or disclosures in the case of each of the Adviser foregoing items in this definition, all similar items in connection with any other investor fund vehicle, feeder fund, portfolio companies or entities through which the Fund makes any investment, to the extent not otherwise paid or borne by such other fund vehicle, feeder fund, portfolio companies or entities; and
(xviii) all other costs and its affiliates relating to expenses of the Fund in connection with the business or operation of the Fund and its activities;
(xxxv) costs and expenses (investments, including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization organizational and offering expenses. From time to time, the Adviser, the Administrator or their its affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All Costs and expenses of the foregoing expenses will ultimately be borne Administrator that are eligible for reimbursement by the Fund’s shareholders, subject Fund will be reasonably allocated to the cap Fund on organization and offering expenses described abovethe basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.
Appears in 2 contracts
Sources: Administration Agreement (KKR Enhanced US Direct Lending Fund-L), Administration Agreement (KKR US Direct Lending Fund-U)
Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator Administrator, or cause VCC Advisors, LLC, the Company’s investment adviser (the “Adviser”), to reimburse the Administrator, for the costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Company or on the Administrator’s behalf.
(ib) the Fund’s chief compliance officer, chief financial officer The Company will bear all out-of-pocket costs and their respective staffs; (ii) investor relations, legal, expenses of its operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions transactions, including, without limitation, those relating to:
: (i) the cost organization and offering of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”);
Shares; (ii) the cost Company’s fees and expenses related to any Liquidity Event (as defined in the Company’s private placement memorandum, as amended, the “Memorandum”) or the wind down and/or liquidation and dissolution of the Company; (iii) calculating the FundCompany’s net asset value, value (including the cost and expenses of any third-party independent valuation services;
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
firm); (iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, including agents, consultants or other advisers, in evaluatingconnection with monitoring financial and legal affairs for the Company and in providing administrative services, developing, negotiating, structuring monitoring the Company’s investments and performing due diligence on the Company’s prospective portfolio companiesinvestments or otherwise relating to, including such or associated with, evaluating and making investments; (v) fees and expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expensesincurred in connection with debt, if any, incurred by to finance the Company’s investments or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sourcesoperations, and other investment costs, payment of interest and repayment of principal on such debt; (vi) fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing related to sales and repurchases of actual investments the Shares and other securities; (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xivvii) investment costs, including all advisory and management fees; (viii) administration fees, costs and expenses incurred in evaluatingif any, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith payable under this Agreement; (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xvix) transfer agent, dividend agent sub-administrator and custodial fees;
; (xvix) fees expenses relating to the issue, repurchase and expenses associated with marketing efforts;
transfer of Shares to the extent not borne by the relevant transferring Shareholders and/or assignees; (xviixi) federal and state registration fees; (xii) all costs associated with a Public Listing (as defined in the Memorandum); (xiii) federal, franchise fees, any stock exchange listing fees state and fees payable to rating agencies;
local taxes and other governmental charges assessed against the Company; (xviiixiv) independent trusteesdirectors’ fees and expenses including reasonable traveland the costs associated with convening a meeting of the Board or any committee thereof; (xv) fees and expenses and the costs associated with convening a meeting of the Shareholders or holders of any preferred Shares, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at as well as the discretion or compensation of an investor relations professional responsible for the benefit of, coordination and administration of the independent trustees;
foregoing; (xixxvi) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with required by the SEC, the Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission Authority or other regulators; (“CFTC”xvii) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (Shareholders, including printing and mailing costs; (xviii) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating related to the Fundpreparation of the Company’s affairs;
financial statements and tax returns; (xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviiixix) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing Company’s allocable portion of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums;
; (xxxixx) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial copying; (xxi) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other staff;
(xxxii) feesguidance sought from a regulator, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related pertaining to the Fund’s activities Company; (including, without limitation, expenses relating xxii) compensation of other third-party professionals to the preparation and filing of reports extent they are devoted to be filed with preparing the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices Company’s financial statements or disclosures of the Adviser relating tax returns or providing similar “back office” financial services to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
Company; (xxxvxxiii) costs and expenses (including excluding travel) of the Adviser, in connection with identifying and investigating investment opportunities for the Company, monitoring the investments of the Company and disposing of any such investments; (xxiv) portfolio risk management costs; (xxv) commissions or brokerage fees or similar charges incurred in connection with the diligence purchase or sale of securities (including merger fees) and oversight other assets; (xxvi) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including in each case services with respect to the proposed purchase or sale of securities by the Company that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (xxvii) costs of amending, restating or modifying the Charter, the Bylaws, the Investment Advisory Agreement by and between the Company and the Adviser, the Agreement or related documents of the Fund’s service providersCompany or related entities; and
(xxxvixxviii) fees, costs, and expenses incurred in connection with any restructuring, initial public offering or reorganization of the Company or related entities, the termination, liquidation or dissolution of the Company or related entities, or the required redemption of all or substantially all outstanding Shares (including the fees and expenses associated with any such transaction); (xxix) the expense reimbursements set forth in this Agreement; and (xxx) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering the FundCompany’s business. Pursuant to , including rent and the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% allocable portion of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses cost of the Fund for purposes of the FundCompany’s cap on organization Chief Compliance Officer and offering expenses. From time to time, the Adviser, the Administrator or Chief Financial Officer and their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described aboverespective staffs.
Appears in 2 contracts
Sources: Administration Agreement (Varagon Capital Corp), Administration Agreement (Varagon Capital Corp.)
Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the AdministratorBlockchain Administrator set forth herein, the Fund shall reimburse pay the Blockchain Administrator for a fees calculated at the annual rate of 0.20% of the value of the Fund’s average annual net assets. Such fee shall be accrued daily and paid monthly in arrears.
(b) The Fund shall bear all fees, costs and expenses incurred in connection with its operation, administration and transactions that are not specifically assumed by the Blockchain Administrator in performing its obligations, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and (or the Adviser, as amended from time to time (if not the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the AdviserBlockchain Administrator, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement), including but not limited to: (i) compensation of the Fund’s chief compliance officer, chief financial officer and Trustees who are not affiliated with the Fund’s Adviser or the Fund’s principal underwriter/distributor or any of their respective staffsaffiliates; (ii) investor relations, legal, operations taxes and other non-investment professionals at the Administrator that perform duties for the Fundgovernmental fees; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliatesinterest charges; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
(i) the cost of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”);
(ii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager of the Fund’s independent accountants and placement agent agreements, if any;
legal counsel; (v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
trade association membership dues; (vi) all fees, costs fees and expenses of any loan servicers custodian (including maintenance of books and other service providers accounts and calculation of any custodiansthe net asset value of shares of the Fund), lenderstransfer agent, investment banks registrar and other financing sources;
dividend disbursing agent of the Fund; (vii) costs incurred expenses of issuing, redeeming, registering and qualifying for sale shares of beneficial interest in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
; (viii) costs expenses of derivatives preparing prospectuses and hedging;
reports to shareholders, notices, proxy statements and reports to regulatory agencies; (ix) expensesthe cost of office supplies, including travelstationery; travel expenses of all officers, entertainment, lodging Trustees and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
employees; (x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
insurance premiums; (xi) all fees, costs brokerage and expenses, if any, incurred by or on behalf other expenses of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
executing portfolio transactions; (xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
expenses of shareholders’ meetings; (xiii) all brokerage costs, prime brokerage fees, custodial organizational expenses, agent bank ; and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing efforts;
(xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal extraordinary expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xix) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.
Appears in 2 contracts
Sources: Blockchain Administration and Development Agreement (Arca U.S. Treasury Fund), Blockchain Administration and Development Agreement (Arca U.S. Treasury Fund)
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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and herein, in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). , and in that certain Investment Sub-Advisory Agreement, by and between the Fund and the Sub-Adviser, as amended from time to time (the “Sub-Advisory Agreement” and, together with the Advisory Agreement, the “Advisory Agreements”).
(b) Except as specifically provided hereinherein or otherwise in the Advisory Agreements, the Fund anticipates that all investment professionals and staff of the AdviserAdvisers, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the AdviserAdvisers. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ai) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(bii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iii) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) compensation and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (ix) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (iiy) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iiiz) any internal audit group personnel of The Blackstone Group L.P. AB Private Credit Investors LLC or any of its affiliates; and
(civ) all other expenses of the Fund’s operations operations, administration and transactions including, without limitation, those relating to:
(i1) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the cost Fund’s systems and those of the Fund’s organization participating broker-dealers, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and offeringitemized invoices, subject to a cap of 0.10% costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Fund’s total capital commitments (“Capital Commitments”escrow agent and transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealers, registered investment advisers or financial or other advisers, but excluding the shareholder servicing fee);
(ii2) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisers), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisers, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, its affiliates in the credit-focused business of the Advisers), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisers that provide transactional legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) expenses and fees to provide administrative and accounting services to the Fund or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Fund or affiliates in connection such services, in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services);
(3) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iii4) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv5) fees and expenses payable under any dealer manager and placement agent selected dealer agreements, if any;
(v6) debt service interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Fund, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vi7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) 8) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii9) costs of derivatives and hedging;
(ix10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, Advisers or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x11) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser Advisers to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi12) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, excluding advisory services provided by the Adviser contemplated herein, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xii13) the allocated costs incurred by the Adviser and the Administrator Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(xiii14) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees, fees and underwriting costs and commissions, including commissions and other compensation payable to brokers or dealerscosts; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv15) investment costs, including all excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (related to the extent the Adviser is not reimbursed by a prospective organization or actual issuer maintenance of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles vehicle through which the Fund directly or indirectly participate participates in investmentsthe acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(xv16) transfer agent, dividend agent and custodial fees;
(xvi17) fees and expenses associated with marketing efforts;
(xvii18) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii19) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors advisers retained by, or at the discretion or for the benefit of, the independent trustees;
(xix20) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx21) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser Advisers or its their respective affiliates in connection with such provision of services thereby);
(xxi22) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee Trustee meetings;
(xxii23) proxy voting expenses;
(xxiii24) costs associated with the Fund’s Shares being listed on a national securities an exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)listing;
(xxiv25) costs of registration rights granted to certain investors, if any;
(xxv26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser Advisers lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi27) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Fund’s affairs;
(xxvii28) all fees, costs and expenses associated with the Fund’s information, technology, communication, market information and data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizationstechnology systems;
(xxviii29) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDCinvestments;
(xxix30) costs associated with individual or group shareholders;
(xxx31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii33) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii34) extraordinary expenses (such as litigation or indemnification);
(xxxiv35) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings filings; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Fund or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the AIFMD, European Parliament Securities and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Adviser Advisers relating to the Fund and its affiliates relating to the Fund, and their activities) and/or other regulatory filings, notices or disclosures of the Adviser Advisers and its their affiliates relating to the Fund including those pursuant to applicable disclosure laws and expenses relating to FOIA requests, but excluding, for the avoidance of doubt, any expenses incurred for general compliance and regulatory matters that are not related to the Fund and its activities;
(xxxv36) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers;
(37) costs and expenses, including travel, meals, accommodations, entertainment and other similar expenses, incurred by the Advisers or their respective affiliates for meetings with existing investors and any broker-dealers, registered investment advisers, financial and other advisers representing such existing investors; and
(xxxvi38) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i.
(c) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, AB Private Credit Investors LLC, in its capacity as both the AdviserAdviser and the Administrator, the Administrator Sub-Adviser or their affiliates may pay third-party providers of goods or services. The Unless such expenses are specifically assumed by the Advisers, Administrator or their affiliates under this Agreement or the Advisory Agreement, the Fund will reimburse the AdviserAdvisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or Advisers and the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject .
(d) Costs and expenses of AB Private Credit Investors LLC in its capacity as both the Administrator and the Adviser that are eligible for reimbursement by the Fund will be reasonably allocated to the cap Fund on organization and offering expenses described abovethe basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.
Appears in 2 contracts
Sources: Administration Agreement (AB Private Lending Fund), Administration Agreement (AB Private Lending Fund)
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 fees, costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein and or in that certain Investment the Advisory Agreement, by and between the Fund and Administrator (or the Adviser, as amended from time to time (if not the “Advisory Agreement”). Except as specifically provided herein, Administrator) shall be solely responsible for the Fund anticipates that all compensation of its investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s its allocable portion of compensationthe compensation of any personnel that provide it operational or administrative services, as well as the allocable portion of overhead expenses (including rent, office equipment and utilities) attributable thereto. The Fund shall bear all other fees, costs and other expenses that are incurred in connection with its operation, administration and transactions and that are not specifically assumed by the Administrator in performing its administrative obligations under (or the Adviser, if not the Administrator) pursuant to the Advisory Agreement or the Administrator pursuant to this Agreement. Costs and expenses to be borne by the Fund include, including but are not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
: (ia) the cost of costs and expenses associated with the Fund’s organization and offering, subject to a cap of 0.10% any offerings of the FundCompany’s total capital commitments securities, including any underwriting discounts or commissions and any related legal or accounting fees and expenses; (“Capital Commitments”);
(iib) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
; (iiic) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs incurred in connection with any tender offers or repurchase offers; (d) the formation cost and expenses relating to the establishment or maintenance operation of entities or vehicles to hold the Fund’s assets for tax any credit facility or other purposes;
leverage the Fund may utilize; (viiie) costs of derivatives the cost and hedging;
expenses relating to any material acquisition, merger, consolidation, reorganization, asset sale or other business combination involving the Fund (ixf) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or interest payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expensesdebt, if any, incurred by the Fund; (g) a management fee (the “Management Fee”) and related expenses payable pursuant to the Advisory Agreement; (h) the cost and expenses relating to the investigation, acquisition, monitoring or on behalf disposition of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately madeinvestments, including without limitation any travel-related expenses, brokerage fees or commission and any legal, taxaccounting or due diligence fees or expenses relating thereto; (i) fees payable to third parties relating to, administrativeor associated with, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits making or similar payments;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissionsvaluing investments, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, legal fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs fees and expenses associated with vehicles through which performing due diligence reviews of prospective investments and advisory fees as well as expenses associated with such activities; (j) the Fund directly or indirectly participate costs associated with protecting the Fund’s interests in its investments;
, including legal fees; (xvk) transfer agent, dividend agent and custodial fees;
; (xvil) fees and expenses associated with marketing efforts;
and investor relations efforts (xviiincluding attendance at investment conferences and similar events); (m) federal and state registration fees, franchise fees, ; (n) any stock exchange listing fees fees; (o) federal, state, local and fees payable to rating agencies;
foreign taxes; (xviiip) independent trustees’ fees and expenses (including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xix) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) travel and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the performance of responsibilities) for the members of the Board whom are not “interested persons” of the Fund or the Adviser as defined in Section 2(a)(19) of the Investment Company Act and any other applicable federal and state securities laws, and (the compensation of professionals responsible for the foregoing;
“Independent Directors”); (xxq) all fees, costs and expenses associated with the preparation and issuance any annual or special meeting of the Fund’s periodic reports and related statements shareholders; (e.g., financial statements and tax returnsr) and other printing and reporting-related expenses brokerage fees or commissions; (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxivs) costs of registration rights granted to certain investors;
preparing, printing and disseminating proxy statements, shareholders’ reports and other notices; (xxvt) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) preparing and indemnification (submitting government filings, including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs periodic and expenses associated current reports with the Fund’s information, technology, communication, market data and research SEC; (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxxu) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
; (xxxiv) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying telephone and secretarial and other staff;
; (xxxiiw) fees, costs fees and expenses of winding up associated with independent audits and liquidating outside accounting and legal costs; (x) costs associated with the Fund’s assets;
reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws; (xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxivy) all fees, costs other fees and expenses related payable to compliance-related matters third parties retained by the Administrator (such as developing and implementing specific policies and procedures in order or the Adviser, if not the Administrator) to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating provide administrative services to the Fund and on its activities) and/or other regulatory filingsbehalf pursuant to this Agreement, notices including but not limited to any sub-administrators or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service compliance providers; and
and (xxxviz) all other expenses incurred by the either the Fund or the Administrator (or the Adviser, if not the Administrator), together with any affiliates thereof, in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of including payments made under this Agreement based upon the Fund’s total Capital Commitmentsallocable portion of overhead and other expenses incurred by the Administrator (or the Adviser, if not the Administrator), together with any affiliates thereof, in performing its obligations to the Fund under this Agreement, including rent, the Adviser or its affiliates will bear the excess costs. To the extent fees and expenses associated with performing administrative functions, and the Fund’s Capital Commitments later increaseallocable portion of the costs of compensation, the Adviser or its affiliates may be reimbursed for past payments of excess organization benefits and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering related expenses of the Fund for purposes of the Fund’s cap on organization its Chief Financial Officer, Chief Compliance Officer, and offering expenses. From time to timeany administrative support staff, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described aboveincluding accounting personnel.
Appears in 2 contracts
Sources: Administration Agreement (Poolit Imagine Fund I, Inc.), Administration Agreement (Poolit Horizon Fund I, Inc.)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services Services of the Administrator, to the Fund extent permitted by ERISA, if applicable, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities to the Company hereunder. In addition, except under such circumstances, to the extent permitted by ERISA, if applicable, the Company shall reimburse any affiliate of the Administrator for any costs and expenses incurred by such affiliate on behalf of the Administrator in connection with the Administrator’s provision of Services to the Company under this Agreement. Except as otherwise provided herein indicated in this Section 4, the Company will bear all costs and in expenses that are directly and specifically related to its operation, administration and transactions and not specifically assumed by the Company’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory and Management Agreement, dated as of [ ], 2022 by and between the Fund Company and the Adviser, as amended from time to time Adviser (the “Advisory Investment Management Agreement”). Except as specifically provided hereinFurthermore, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund Company will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) its own legal and other expenses incurred in connection with the Company’s formation and organization and the offering of its shares, including external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts (other than any placement fees, which will be borne by the Administrator Adviser directly). In addition to the Management Fee (as defined in performing its administrative obligations under this the Investment Management Agreement) paid pursuant to the Investment Management Agreement, including except as noted above, costs and expenses to be borne by the Company include, but are not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
(i) all costs and expenses with respect to the cost actual or proposed acquisition, financing, holding, monitoring, liquidation, winding up or disposition of the FundCompany’s organization investments, including refinancings, whether such investments are ultimately consummated or not, including, origination fees, syndication fees, due diligence costs, broken deal expenses, bank service fees, fees and offeringexpenses of custodians, transfer agents, brokers, finders, consultants, experts, travel expenses incurred for investment-related purposes, outside legal counsel, consultants and accountants, administrator’s fees of third party administrators (subject to a cap of 0.10% clause (xxiii) clause below) financing costs (including interest expenses) fees paid to third parties or to the Adviser or any affiliate to provide collateral management, debt servicing and other administrative services to special purpose vehicles that hold certain of the FundCompany’s total capital commitments (“Capital Commitmentsinvestments pledged as collateral to secure credit facilities extended to finance the Company’s loan portfolio”);
(ii) the cost of calculating the Fund’s net asset valueexpenses for liability insurance, including the cost of any third-party valuation servicesofficers and independent directors liability insurance, cyber insurance and other insurance;
(iii) extraordinary expenses incurred by the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest Company (“Shares”) and other securitiesincluding litigation);
(iv) fees indemnification and contribution expenses payable provided, that the Company will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under any dealer manager and placement agent agreementsapplicable law, including ERISA, if anyapplicable;
(v) debt service (including interest, taxes and other governmental fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereofcharges;
(vi) all administering and servicing and special servicing fees paid to third parties for the Company’s benefit;
(vii) the cost of Company-related operational and accounting software and related expenses;
(viii) cost of software (including the fees of third-party software developers) used by the Adviser and its affiliates to track and monitor the Company’s investments (specifically, cost of software related to data warehousing, portfolio administration/reconciliation, loan pricing and trade settlement attributable to the Company);
(ix) expenses related to the valuation or appraisal of the Company’s investments, including expenses incurred with respect to third party valuations (in the case that assets of the Company are treated as “plan assets” for purposes of ERISA);
(x) risk, research and market data-related expenses (including software) incurred for the Company’s investments;
(xi) fees, costs and expenses of (including legal fees and expenses) incurred to comply with any loan servicers applicable law, rule or regulation (including regulatory filings such as financial statement filings, ownership filings (Section 16 or Section 13 filings), blue sky filings and other service providers and of any custodiansregistration statement filings, lenders, investment banks and other financing sources;
(viias applicable) costs to which the Company is subject or incurred in connection with any governmental inquiry, investigation or proceeding involving the formation Company; provided that the Company will not bear such fees, costs or maintenance of entities or vehicles expenses to hold the Fund’s assets for tax or other purposesextent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable;
(viiixii) costs associated with the wind-up, liquidation, dissolution and termination of derivatives and hedgingthe Company;
(ixxiii) expensesother legal, including travelcompliance, entertainmentoperating, lodging accounting, tax return preparation and meal expensesconsulting, incurred auditing and administrative expenses in accordance with this Agreement and the Investment Management Agreement and fees for outside services provided to the Company or on the Company’s behalf; provided that if the assets of the Company are treated as “plan assets” for purposes of ERISA, the Company shall not incur such expenses or fees, if such expenses or fees arise in connection with such services, to the extent that they are performed by the Adviser, Administrator (as opposed to any sub-administrator or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing Service Provider appointed by the Fund’s rightsAdministrator);
(xxiv) expenses of the Board of Directors of the Company (including the allocable portions reasonable costs of compensation legal counsel, accountants, financial advisors and/or such other advisors and consultants engaged by the Board of Directors of the Company, as well as travel and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser related to the extent such expenses relate to attendance by directors at meetings of the Board of Trustees or any committees thereofDirectors of the Company), to the extent permitted under applicable law, including ERISA, if applicable;
(xixv) all fees, costs and expenses, if any, incurred by annual or on behalf special meetings of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
stockholders of the Company (xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses“Shareholders”);
(xivxvi) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which preparing, filing and delivering to Shareholders periodic and other reports and filings required under federal securities laws as a result of the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing effortsCompany’s status as a BDC;
(xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agenciesongoing Company offering expenses;
(xviii) independent trustees’ federal and state registration fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at pertaining to the discretion or for the benefit of, the independent trusteesCompany;
(xix) costs of preparing financial statements Company-related proxy statements, Shareholders’ reports and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoingnotices;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated obtaining fidelity bonds as required by the Fund or the Adviser or its affiliates in connection with such provision of services thereby)1940 Act;
(xxi) printing, mailing and all other similar direct expenses relating to the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetingsCompany;
(xxii) proxy voting expenses;
expenses incurred in preparation for or in connection with (xxiiior otherwise relating to) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement debt or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated equity offering conducted by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolioCompany, including any development costs incurred prior but not limited to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bondexternal legal and accounting expenses, trustees printing costs, travel and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and out-of-pocket expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s businessmarketing efforts. Pursuant to the Advisory Investment Management Agreement, investment-related expenses with respect to 4(c)(iinvestments in which the Company invests together with one or more parallel funds (or co-investment vehicles) above, shall generally be allocated among all such entities on the basis of available capital for each such entity; provided that if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital CommitmentsAdviser reasonably believes that such allocation method would produce an inequitable result to any such entity, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further allocate such expenses among such entities in any other manner that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor believes in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights good faith to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization fair and offering expenses described aboveequitable.
Appears in 1 contract
Sources: Administration Agreement (Brightwood Capital Corp I)
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, salaries, bonus and benefits, rent, utilities, insurance, payroll taxes, bonuses, employee benefits, furnishings, telecommunications and certain information services and certain office expenses, including office supplies and equipment and other similar expenses and the other routine overhead expenses, of such personnel allocable to such services, (individually and collectively, “Overhead”) will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s its operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensationOverhead (excluding, overhead (including rentfor the avoidance of doubt, office rent or depreciation, utilities, capital equipment and utilitiesor other administrative items of the Administrator) and other expenses incurred paid for and/or advanced by the Administrator on behalf of the Fund in performing connection with the provision of its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer, chief operating officer, chief legal officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. OHA or any of its affiliatesAffiliates (as defined below) providing non-investment related services to the Fund; and
(c) all other expenses of the Fund’s operations operations, administration and transactions including, without limitation, those relating to:
(i) organization and offering fees, costs and expenses associated with this offering (including legal, accounting (including expenses of in-house legal, accounting, tax and other professionals of the cost Adviser, inclusive of their allocated Overhead), printing, mailing, subscription processing and filing fees, costs and expenses (including “blue sky” laws and regulations) and other offering fees, costs and expenses, including fees, costs and expenses associated with technology integration between the Fund’s systems and those of participating intermediaries, diligence expenses of participating intermediaries, fees, costs and expenses in connection with preparing the preparation of the Fund’s organization governing documents, offering memoranda, sales materials and offeringother marketing expenses, subject to a cap of 0.10% design and website fees, costs and expenses, fees, costs and expenses of the Fund’s total capital commitments (“Capital Commitments”escrow agent, transfer agent and sub-transfer agent, fees, costs and expenses to attend retail seminars sponsored by participating intermediaries and fees, costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fees);
(ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including, for the cost avoidance of doubt, the Fund’s financial audit, and with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA member state in connection with such Directive (the “AIFMD”)), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator and its affiliates in the credit-focused business of the Adviser), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology, portfolio reconciliation, portfolio compliance and reporting or other services or that are otherwise related to the implementation, maintenance and supervision of the procedures relating to the books and records of the Fund and any personnel related thereto, inclusive of their allocated Overhead (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) fees, costs and expenses for time spent by its in-house attorneys and tax advisors that provide legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) fees, costs and expenses incurred to provide administrative and accounting services to the Fund or its portfolio companies, and fees, costs, expenses and charges incurred directly by the Fund or Affiliates in connection such services (including Overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services of the same skill and expertise, in accordance with the Adviser’s expense allocation policy);
(iii) all fees, costs, expenses of calculating the Fund’s net asset valueNAV, including the cost of any third-party valuation services;
(iiiiv) the cost all fees, costs, expenses of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) the Fund and other securities;
(ivv) fees any fees, costs and expenses payable under any managing dealer manager and placement agent selected intermediary agreements, if any;
(vvi) debt service all interest and fees, costs and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Fund, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vivii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(viiviii) all fees, costs and expenses incurred in connection with the formation or maintenance of entities or vehicles vehicles, including special purpose vehicles, to hold the Fund’s assets for tax or other purposes;
(viiiix) all fees, costs and expenses of derivatives and hedging;
(ixx) all fees, costs and expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(xxi) all fees, costs and expenses (including the allocable portions of compensation Overhead and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xixii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xiixiii) the all allocated fees, costs and expenses incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiiixiv) all brokerage costsfees, costs and expenses, hedging fees, costs and expenses, prime brokerage fees, costs and expenses, custodial fees, costs and expenses, agent bank and other bank service fees, costs and expenses; private placement fees, costs and expenses, commissions, appraisal fees, commitment fees and underwriting fees, underwriting costs and commissionsexpenses; fees, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xivxv) investment costsfees, costs and expenses, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses associated with vehicles related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participate participates in investmentsthe acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of the Adviser or its Affiliates) and/or in connection with the maintenance and operation of such vehicle, or other Overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more Affiliates of the Adviser as lessor in connection therewith));
(xvxvi) all transfer agent, sub-transfer agent, dividend agent and custodial fees;
(xvi) fees , costs and expenses associated with marketing effortsexpenses;
(xvii) all federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xix) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates Affiliates in connection with such provision of services thereby);
(xxi) the all fees, costs and expenses of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee Trustee meetings;
(xxii) all proxy voting fees, costs and expenses;
(xxiii) all fees, costs and expenses associated with an exchange listing (to the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewithextent applicable);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any and all taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all fees, costs and expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvixxv) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees Trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Fund’s affairs;
(xxviixxvi) all fees, costs and expenses associated with the Fund’s information, technologyobtaining and maintaining technology (including any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems such as “Wall Street Office,” “Everest” (Allvue), “Trinity” and similar systems and services, including consultant, software licensing, data management and recovery services fees and any tools, programs, subscriptions or other systems providing market data, analytical, database, news or third-party research or information services and the costs of any related professional service providers), third party or proprietary hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates Affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, holdings or a combination thereof or other reasonable methods determined by the Administrator)) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its Affiliates for data-related services provided to the Fund and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.trad
Appears in 1 contract
Sources: Administration Agreement (T. Rowe Price OHA Select Private Credit Fund)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for its allocable portion (subject to the review and approval of the Board) of the costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities hereunder, except including its allocable portion of the compensation paid to or compensatory distributions received by the Company’s Chief Compliance Officer and Chief Financial Officer, and any of their respective staff who provide services to the Company, operations staff who provide services to the Company, and internal audit staff, if any, to the extent internal audit performs a role in the Company’s S▇▇▇▇▇▇▇-▇▇▇▇▇ internal control assessment. Except as otherwise provided herein and or in that certain Investment Advisory Agreement, by and between the Fund Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that Administrator shall be solely responsible for the compensation of its employees and all investment professionals and staff overhead expenses of the AdviserAdministrator (including rent, when office equipment and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviserutilities). The Fund Company will bear all other costs and expenses of the Fund’s its operations, administration and transactions, including, but not limited to:
including (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: without limitation): (i) fees and costs incurred in organizing the Fund’s chief compliance officer, chief financial officer and their respective staffsCompany; (ii) investor relations, legal, operations fees and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
(i) the cost of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”);
(ii) the cost of costs associated with calculating the Fund’s net asset value, value (including the cost of any third-party valuation services;
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
independent valuation firm); (vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ixiii) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or the portfolio managers and other members of its the investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the FundCompany’s rights;
; (xiv) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs expenses incurred by the Adviser (and their affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisers, in providing managerial assistance to those monitoring financial and legal affairs for the Company and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Company’s investments and monitoring investments and portfolio companies that request it;
on an ongoing basis; (xiiiv) all brokerage costs, prime brokerage fees, custodial expenses, agent bank any and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluatingconnection with the incurrence of leverage and indebtedness of the Company, developingincluding borrowings, negotiatingdollar rolls, structuringreverse purchase agreements, tradingcredit facilities, settlingsecuritizations, monitoring margin financing and holding actual investments derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any financingfees, legalcosts, filing, auditing, tax, accounting, complianceand expenses incurred in obtaining lines of credit, loan administrationcommitments, advisoryand letters of credit for the account of the Company and in making, consultingcarrying, engineering funding and/or otherwise resolving investment guarantees); (vi) fees and costs associated with offerings, sales, and repurchases of the Company’s common stock and other professional fees, costs and expenses in connection therewith securities; (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvivii) fees and expenses associated with marketing efforts;
(xvii) federal and state registration feespayable under any underwriting, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel dealer manager or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xix) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) aboveplacement agent agreements, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.any; (viii)
Appears in 1 contract
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, obligations including the FundCompany’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except . Except as otherwise specifically provided herein and or otherwise in that certain the Investment Advisory Agreement, by and Agreement between the Fund Company and the Adviser, as amended from time to time Adviser (the “Advisory Agreement”). Except as specifically provided herein, the Fund Company anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the FundCompany, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund Company will bear all other costs and expenses of the FundCompany’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the FundCompany’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the FundCompany’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the FundCompany; and (iii) any internal audit group personnel of The Blackstone Group L.P. Apollo Global Management, Inc. (“Apollo”) or any of its affiliates; and
(c) all other expenses of the FundCompany’s operations operations, administration and transactions including, without limitation, those relating to:
(i) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the cost Company’s systems and those of the FundCompany’s organization participating intermediaries, reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and offeringitemized invoices, subject to a cap of 0.10% costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the FundCompany’s total capital commitments (“Capital Commitments”escrow agent and transfer agent, fees to attend retail seminars sponsored by participating intermediaries and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee);
(ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators and sub-administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, its affiliates in Apollo), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Company if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide transactional legal advice and/or services to the Company or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Company and (y) expenses and fees to provide administrative and accounting services to the Company or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Company or affiliates in connection such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Company or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services);
(iii) the cost of calculating the FundCompany’s net asset value, including the cost of any third-party valuation services;
(iiiiv) the cost of effecting any sales and repurchases of the FundCompany’s common shares of beneficial interest (“Shares”) and other securities;
(ivv) fees and expenses payable under any dealer intermediary manager and placement agent selected intermediary agreements, if any;
(vvi) debt service interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Company, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vivii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(viiviii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the FundCompany’s assets for tax or other purposes;
(viiiix) costs of derivatives and hedging;
(ixx) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the FundCompany’s rights;
(xxi) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xixii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund Company in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xiixiii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiiixiv) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees, fees and underwriting costs and commissions, including commissions and other compensation payable to brokers or dealerscosts; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xivxv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Company directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Company’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Adviser or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with vehicles through the leasing of office space (which the Fund directly may be made with one or indirectly participate more affiliates of Apollo as lessor in investmentsconnection therewith));
(xvxvi) transfer agent, dividend agent and custodial fees;
(xvixvii) fees and expenses associated with marketing efforts;
(xviixviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xixxx) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xxxxi) all fees, costs and expenses associated with the preparation and issuance of the FundCompany’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund Company and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund Company or the Adviser or its affiliates in connection with such provision of services thereby);
(xxixxii) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee Trustee meetings;
(xxiixxiii) proxy voting expenses;
(xxiiixxiv) costs associated with the Fund’s Shares being listed on a national securities an exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)listing;
(xxivxxv) costs of registration rights granted to certain investors;
(xxvxxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund Company and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund Company and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvixxvii) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund Company any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairsaffairs of the Company;
(xxviixxviii) all fees, costs and expenses associated with the FundCompany’s information, technologyobtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, holdings or a combination thereof or other reasonable methods determined by the Administrator)) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its affiliates for data-related services provided to the Company and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviiixxix) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the FundCompany’s election to be treated as a BDC;
(xxixxxx) costs associated with individual or group shareholders;
(xxxxxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxixxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxiixxxiii) all fees, costs and expenses of winding up and liquidating the FundCompany’s assets;
(xxxiiixxxiv) extraordinary expenses (such as litigation or indemnification);
(xxxivxxxv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings filings; notices or disclosures related to the FundCompany’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Company or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund Company engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the AIFMD, European Parliament Securities and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund Company and its affiliates relating to the Company, and their activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.relatin
Appears in 1 contract
Sources: Administration Agreement (Apollo Debt Solutions BDC)
Compensation; Allocation of Costs and Expenses. a. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligationsobligations hereunder, including which shall be equal to an amount based on the FundCompany’s allocable portion (subject to review and approval of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff Board) of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine Administrator’s overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) allocable rent, and the Fundallocable portion of the cost of the Company’s officers, including a chief financial officer and chief compliance officer, chief financial officer if any, and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at . To the extent the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or outsources any of its affiliates; andfunctions to third parties, the Company may pay the fees associated with such functions on a direct basis to such third parties without profit to the Administrator.
b. Unless the Administrator, on the one hand, or the Adviser, on the other, elect to bear or waive any of the following costs (c) in their sole and absolute discretion), the Company will bear all other out-of-pocket costs and expenses of the Fund’s its operations and transactions transactions, including, without limitation, those relating to:
(i) the cost organization of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”)Company;
(ii) the cost of calculating the Fund’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm);
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its the investment teamteams, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the FundCompany’s rights;
(xiv) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs expenses incurred by the Adviser (and its affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in providing managerial assistance to those monitoring financial and legal affairs for the Company and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Company’s investments and monitoring investments and portfolio companies that request iton an ongoing basis;
(xiiiv) all brokerage costs, prime brokerage fees, custodial expenses, agent bank any and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluatingconnection with the incurrence of leverage and indebtedness of the Company, developingincluding borrowings, negotiatingdollar rolls, structuringreverse purchase agreements, tradingcredit facilities, settlingsecuritizations, monitoring margin financing and holding actual investments derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any financingfees, legalcosts, filing, auditing, tax, accounting, complianceand expenses incurred in obtaining lines of credit, loan administrationcommitments, advisoryand letters of credit for the Company’s account and in making, consultingcarrying, engineering funding and/or otherwise resolving investment guarantees);
(vi) offerings, sales, and repurchases of the Company’s common shares of beneficial interest (the “Shares”) and other professional securities;
(vii) fees and expenses payable under any underwriting, dealer manager or placement agent agreements, if any;
(viii) investment advisory fees payable under Section 6 of the Investment Advisory Agreement, by and between the Company and ▇▇▇▇▇▇▇▇▇ Asset Management LLC, dated ________, 2024 (the “Investment Advisory Agreement”);
(ix) administration fees and expenses, if any, payable under this Agreement (including payments under this Agreement between the Company and the Administrator, based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s chief financial officer and chief compliance officer, and their respective staffs);
(x) any applicable administrative agent fees or loan arranging fees incurred with respect to the Company’s portfolio investments by the Adviser, the Administrator or an affiliate thereof;
(xi) any and all fees, costs and expenses incurred in connection therewith (to the extent the Adviser is not reimbursed by a prospective implementing or actual issuer of the applicable investment maintaining third-party or proprietary software tools, programs or other third parties or capitalized as part of technology for the acquisition price of the transaction) Company’s benefit (including, without limitation, any and any all fees, costs and expenses associated with vehicles through which the Fund directly of any investment, books and records, portfolio compliance and reporting systems, general ledger or indirectly participate in investmentsportfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses);
(xvxii) costs incurred in connection with investor relations, board of trustees relations, and with preparing for and effectuating a listing of the Shares on any securities exchange;
(xiii) transfer agent, dividend agent and custodial feesfees and expenses;
(xvi) fees and expenses associated with marketing efforts;
(xviixiv) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixv) independent trustees’ all costs of registration and listing the Shares on any securities exchange;
(xvi) federal, state and local taxes;
(xvii) fees and expenses of the members of the Board who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of the Adviser or of the Company (each, an “Independent Trustee”), including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trusteesIndependent Trustees;
(xixxviii) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with required by the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and SEC or other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities lawsregulators, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the preparation and issuance Company’s activities and/or other regulatory filings, notices or disclosures of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund Adviser and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by affiliates relating to the Fund or the Adviser or Company and its affiliates in connection with such provision of services thereby)activities;
(xxixix) the costs of any reports, proxy statements or other notices to shareholders (shareholders, including printing costs;
(xx) fidelity bond, trustees and mailing officers/errors and omissions liability insurance, and any other insurance premiums;
(xxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, tax preparers and outside legal costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Fund’s Shares being listed Board to or on a national securities exchange or a sale account of all or substantially all holders of the Fund’s assets tosecurities of the Company, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)with any distribution reinvestment plan or direct stock purchase plan;
(xxiv) costs incurred in connection with the formation or maintenance of registration rights granted entities or vehicles to certain investorshold the Company’s assets for tax or other purposes;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties the allocated costs incurred where by the Adviser lacks sufficient information from third parties and/or the Administrator in providing managerial assistance to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewiththose portfolio companies that request it;
(xxvi) allocable fees and expenses associated with marketing efforts on behalf of the Company;
(xxvii) all fees, costs and expenses of any litigation involving the Fund Company or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the FundCompany’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the FundCompany’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvixxix) all other expenses incurred by the Company, the Adviser or the Administrator in connection with administering the FundCompany’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.
Appears in 1 contract
Sources: Administration Agreement (Nuveen Churchill Private Credit Fund)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Corporation, except as otherwise provided herein the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Corporation receives from the portfolio companies for providing this assistance. The Corporation shall bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Corporation's investment adviser (the "Adviser") pursuant to that certain Investment Advisory Agreement, dated September 6, 2023, by and between the Fund Corporation and the Adviser, as amended from time to time (the “"Advisory Agreement”"), or another related agreement, written arrangement or set of policies; provided that the Corporation has commenced operations. Except as specifically provided hereinFor purposes of this Agreement, the Fund anticipates that all investment professionals and staff date on which the Corporation has "commenced operations" shall be the date on which the Corporation has first called capital commitments of any subscribers of the Corporation who are not "affiliated persons" (as defined in the Investment Company Act) of the Adviser, when . Costs and expenses to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for borne by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited Corporation include those relating to:
(a) investment advisory fees, including management fees and incentive fees, to organizational expenses of the Adviser, pursuant to the Advisory AgreementCorporation;
(b) calculating the Fund’s allocable portion net asset value of compensationthe Corporation, overhead including the cost and expenses of any independent valuation firm or service;
(including rent, office equipment c) fees and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer Adviser and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
(i) the cost of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”);
(ii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, including agents, consultants or other advisors, in evaluatingmonitoring financial and legal affairs for the Corporation and in monitoring the Corporation's investments, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, and if necessary, in respect of enforcing the Fund’s rightsCorporation's rights with respect to investments in existing portfolio companies, or otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, research and market data services (including an allocable portion of any research or other service that may be deemed to be bundled for the benefit of the Corporation), any studies commissioned by the Adviser and travel and lodging expenses;
(xd) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expensesinterest payable on debt, if any, incurred by the Corporation to finance its investments, debt service and all other costs of borrowings or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, other financing arrangements (including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damagesother expenses), forfeited deposits or similar paymentsand expenses related to unsuccessful portfolio acquisition efforts;
(xiie) offerings of the allocated common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation;
(f) investment advisory and management fees and incentive fees;
(g) administration fees and expenses payable under this Agreement and any sub-administration agreements;
(h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments in portfolio companies, including costs associated with meeting financial sponsors;
(i) fees incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costsCorporation for escrow agent, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees and expenses;
(j) U.S. federal and state registration and franchise fees;
(xvik) fees all costs of registration and expenses associated listing of the Corporation's securities on any securities exchange, including in connection with marketing effortsany quotation or listing of the Corporation's securities on a national securities exchange (including through an initial public offering) or a sale of all or substantially all of the Corporation's assets to, or a merger or other liquidity transaction with, an entity in which the Corporation's shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof;
(xviil) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiim) independent trustees’ fees U.S. federal, state and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trusteeslocal taxes;
(xixn) independent directors' fees and expenses;
(o) costs of any reports, proxy statements or other notices to stockholders, including printing and mailing costs;
(p) costs associated with individual or group stockholders, including the costs of any stockholders' meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters;
(q) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and ;
(r) costs of preparing and filing reports or other documents with the SECSecurities and Exchange Commission, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies bodies, and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiiis) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale compliance with ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of all or substantially all of the Fund’s assets to2002, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)as amended;
(xxivt) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount Corporation's allocable portion of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees directors' and officers officers' errors and omissions liability insurance policies, and any other insurance premiums;
(xxxiu) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs;
(xxxiiv) fees, costs and expenses of winding up and liquidating the Fund’s assetsproxy voting expenses;
(xxxiiiw) extraordinary costs of effecting sales and any repurchases of shares of the Corporation's common stock and other securities;
(x) fees and expenses associated with marketing efforts (such as litigation including attendance at investment conferences and similar events), design and website expenses;
(y) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it;
(z) commissions and other compensation payable to brokers or indemnificationdealers;
(aa) costs of information technology and related costs, including costs related to software, hardware and other technological systems (including specialty and custom software);
(xxxivbb) indemnification payments;
(cc) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Corporation and the amount of any judgment or settlement paid in connection therewith;
(dd) extraordinary expenses or liabilities incurred by the Corporation outside of the ordinary course of its business;
(ee) costs of derivatives and hedging;
(ff) certain costs and expenses relating to distributions paid on the shares of the Corporation's common stock;
(gg) all fees, costs and expenses related to compliance-related matters (such as developing expenses, if any, incurred by or on behalf of the Corporation in developing, negotiating and implementing specific policies structuring prospective or potential investments that are not ultimately made, including any reverse termination fees and procedures any liquidated damages, commitment fees that become payable in order to comply connection with certain regulatory requirements) and regulatory filings related to the Fund’s activities (includingany proposed investment that is not ultimately made, without limitationforfeited deposits or similar payments, including expenses relating to the preparation and filing of reports unconsummated investments that may have been attributable to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with co-investors had such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activitiesinvestments been consummated;
(xxxvhh) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s Corporation's service providers;
(ii) fees, costs and expenses of winding up and liquidating the Corporation's assets;
(jj) costs associated with technology integration between the Corporation's systems and those of the Corporation's participating intermediaries;
(kk) all travel and related expenses of the Corporation's and Adviser's directors, officers, managers, agents and employees incurred in connection with attending meetings of the Board or holders of our securities or performing other business activities that relate to the Corporation;
(ll) dues, fees and charges of any trade association of which the Corporation is a member;
(mm) costs associated with events and trainings of the Board (including travel);
(nn) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Corporation's assets for tax or other purposes; and
(xxxvioo) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Fund’s Corporation's business, including payments made under this Agreement based upon the Corporation's allocable portion (subject to the review and approval of the Corporation's independent directors) of the Administrator's overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Corporation's officers who provide operational, administrative, legal, compliance, finance and accounting services to the Corporation, including the Corporation's chief compliance officer and chief financial officer, their respective staffs and other professionals employed by an affiliate of the Administrator who provide services to the Corporation and assist with the preparation, coordination, and administration of the foregoing or provide other "back-office" or "middle-office" financial or operational services to the Corporation. Pursuant Notwithstanding anything to the contrary contained herein, the Corporation shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Corporation expenses set forth in Section 2 of the Advisory Agreement, with respect on the other, shall in no way be construed to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% limit the responsibility of the Fund’s total Capital Commitments, Corporation for such expense under either this Agreement or the Adviser or its affiliates will bear the excess costsAdvisory Agreement. To the extent the Fund’s Capital Commitments later increaseAdministrator outsources any of its functions, the Adviser or its affiliates may Corporation shall pay the fees associated with such functions on a direct basis without profit to the Administrator. For the avoidance of doubt, the Corporation shall be reimbursed responsible for past payments the costs and expenses set forth in the foregoing clauses (a) through (oo) incurred subsequent to the formation of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years Corporation, including during periods prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of date on which the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described aboveCorporation commenced operations.
Appears in 1 contract
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, obligations including the FundCompany’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, hereunder except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund Company and the Adviser, as amended from time to time (the “Advisory Agreement”). Except ) except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund Company anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the FundCompany, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund Company will bear all other costs and expenses of the FundCompany’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;.
(b) the FundCompany’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the FundCompany’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the FundCompany; and (iii) any internal audit group personnel of The Blackstone Group L.P. Apollo Global Management, Inc. (“Apollo”) or any of its affiliates; and
(c) all other expenses of the FundCompany’s operations operations, administration and transactions including, without limitation, those relating to:
(i) the cost of the Fund’s organization interest and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”)taxes;
(ii) brokerage commissions and other costs in connection with the cost purchase or sale of calculating the Fund’s net asset valuesecurities and other investment instruments (including, including the cost of any third-party valuation serviceswithout limitation, security settlement costs);
(iii) calculating the Company’s net asset value (including the cost and expenses of effecting any sales and repurchases independent valuation firm, or agent or service provider of the Fund’s common shares of beneficial interest Company (“Shares”) including, without limitation, Company administrators, custodians and other securitiespricing services));
(iv) fees interest payable on debt and expenses payable under any dealer manager dividends and placement agent agreementsdistributions on preferred shares, as applicable, if any, incurred to finance the Company’s investments;
(v) debt service (including interestcustodian, registrar and transfer agent fees and expenses) fees and expenses of other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereofservice providers;
(vi) all fees, costs of registration and expenses of listing the Company’s shares on any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sourcessecurities exchange;
(vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing efforts;
(xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xix) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and copying, secretarial and other staff, independent auditors and outside legal costs; fees and expenses of the Company’s directors who are not “interested persons” of the Company;
(xxxiiviii) feesthe cost of office facilities, costs equipment and expenses of winding up certain systems (including, but not limited to application licensing, development and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnificationmaintenance, data licensing and reporting);
(xxxivix) all feesthe cost incurred to implement and monitor ISDA, costs Prime Brokerage and other agreements governing the Company’s financing or borrowing facilities;
(x) legal and audit expenses;
(xi) fees and expenses related to compliance-related matters the registration and qualification of the Company and the Company’s shares for distribution under state and federal securities laws;
(such as developing xii) expenses of printing and implementing specific policies mailing reports and procedures in order notices and proxy material to comply with certain regulatory requirementsshareholders of the Company;
(xiii) all other expenses incidental to holding meetings of the Company’s shareholders, including proxy solicitations therefor;
(xiv) insurance premiums for fidelity bond and regulatory filings other insurance coverage;
(xv) investment management fees; (xvi) expenses of typesetting for printing prospectuses and statements of additional information and supplements to these documents;
(xvii) expenses of printing and mailing prospectuses and supplements thereto;
(xviii) expenses related to the Fund’s activities (includingengagement of any third-party professionals, without limitationconsultants, expenses relating experts or specialists hired to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared perform work in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU respect of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activitiesCompany;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvixix) all other expenses incurred by the Administrator Company in connection with administering the FundCompany’s business. Pursuant , including the Company’s allocable portion of the cost of the Company’s chief compliance officer, chief financial officer, chief legal officer, investor relations personnel and their respective staffs; and
(xx) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Advisory AgreementCompany is a party and legal obligations that the Company may have to indemnify the Company’s directors, officers and/or employees or agents with respect to 4(c)(i) abovethese actions, suits or proceedings. It also is understood that if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or any of its affiliates will bear provide accounting services to the excess costs. To the extent the Fund’s Capital Commitments later increaseCompany, the Company will reimburse the Adviser or and its affiliates may be reimbursed for past payments of excess organization and offering their costs made on in providing such accounting services to the Fund’s behalf provided that the total organization and offering Company using a methodology for determining costs borne approved by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. Board.From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund Company will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the FundCompany’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the FundCompany’s shareholders, subject . Costs and expenses of the Administrator and the Adviser that are eligible for reimbursement by the Company will be reasonably allocated to the cap Company on organization and offering expenses described abovethe basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.
Appears in 1 contract
Sources: Administration Agreement (Apollo S3 Private Markets Fund)
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, paid to the Adviser, Adviser pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, salaries, bonuses, benefits, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. HPS Investment Partners, LLC or any of its affiliates; provided, that such expenses shall exclude, for the avoidance of doubt, (1) rent or depreciation, utilities, capital equipment and other administrative items of the Administrator, and (2) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any “Controlling Person” (as defined in the North American Securities Administrators Association’s Omnibus Guidelines Statement of Policy, as amended from time to time) of the Administrator; and
(c) all other expenses of the Fund’s operations operations, administration and transactions including, without limitation, those relating to:
(i) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the cost Fund’s systems and those of the Fund’s organization participating broker-dealers, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and offeringitemized invoices, subject to a cap of 0.10% costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Fund’s total capital commitments (“Capital Commitments”escrow agent and transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealers, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee);
(ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator or its affiliates in the credit-focused business of HPS Investment Partners, LLC), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide transactional legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) expenses and fees to provide administrative and accounting services to the Fund or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Fund or affiliates in connection with such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services);
(iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iiiiv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(ivv) fees and expenses payable under any dealer manager and placement agent selected dealer agreements, if any;
(vvi) debt service interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Fund, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vivii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(viiviii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viiiix) costs of derivatives and hedging;
(ixx) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(xxi) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser or its affiliates to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xixii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xiixiii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiiixiv) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees, fees and underwriting costs and commissions, including commissions and other compensation payable to brokers or dealerscosts; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xivxv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses associated with vehicles related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participate participates in investmentsthe acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Adviser or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates of HPS Investment Partners, LLC as lessor in connection therewith));
(xvxvi) transfer agent, dividend agent and custodial fees;
(xvixvii) fees and expenses associated with marketing efforts;
(xviixviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xixxx) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-- ▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xxxxi) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxixxii) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee Trustee meetings;
(xxiixxiii) proxy voting expenses;
(xxiiixxiv) costs associated with the Fund’s Shares being listed on a national securities an exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)listing;
(xxivxxv) costs of registration rights granted to certain investors;
(xxvxxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvixxvii) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Fund’s affairs;
(xxviixxviii) all fees, costs and expenses associated with the Fund’s information, technologyobtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, holdings or a combination thereof or other reasonable methods determined by the Administrator)) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its affiliates for data-related services provided to the Fund and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviiixxix) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxixxxx) costs associated with individual or group shareholders;
(xxxxxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxixxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxiixxxiii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiiixxxiv) extraordinary expenses (such as litigation or indemnification);
(xxxivxxxv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings filings; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Fund or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.t
Appears in 1 contract
Sources: Administration Agreement (HPS Corporate Lending Fund)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services Services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities to the Company hereunder. In addition, except under such circumstances, the Company shall reimburse any affiliate of the Administrator for any costs and expenses incurred by such affiliate on behalf of the Administrator in connection with the Administrator’s provision of Services to the Company under this Agreement. Except as otherwise provided herein indicated in this Section 4, the Company will bear all costs and in expenses that are directly and specifically related to its operation, administration and transactions and not specifically assumed by the Company’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory and Management Agreement, dated as of [•], 2020 by and between the Fund Company and the Adviser, as amended from time to time Adviser (the “Advisory Investment Management Agreement”). Except as specifically provided hereinFurthermore, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund Company will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) its own legal and other expenses incurred in connection with the Company’s formation and organization and the offering of its shares, including external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts (other than any placement fees, which will be borne by the Administrator in performing its administrative obligations under this Adviser directly or pursuant to waivers of the management fee to be paid to the Adviser pursuant to the Investment Management Agreement), up to a maximum aggregate amount of $1 million. In addition to the management fees paid pursuant to the Investment Management Agreement, including except as noted above, costs and expenses to be borne by the Company include, but are not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
(i) all costs and expenses with respect to the cost actual or proposed acquisition, financing, holding, monitoring or disposition of the FundCompany’s organization investments, whether such investments are ultimately consummated or not, including, origination fees, syndication fees, due diligence costs, broken deal expenses, bank service fees, fees and offeringexpenses of custodians, transfer agents, consultants, experts, travel expenses incurred for investment-related purposes, outside legal counsel, consultants and accountants, administrator’s fees of third party administrators (subject to a cap of 0.10% of the Fund’s total capital commitments clause (“Capital Commitments”xxiii) clause below) and financing costs (including interest expenses);
(ii) expenses for liability insurance, including officers and independent directors liability insurance, cyber insurance and other insurance (but excluding the cost of calculating liability insurance covering the Fund’s net asset value, including Administrator and its personnel (if any) to the cost extent that the assets of any third-party valuation servicesthe Company are treated as “plan assets” for purposes of ERISA);
(iii) extraordinary expenses incurred by the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest Company (“Shares”) and other securitiesincluding litigation);
(iv) fees indemnification and contribution expenses payable provided, that the Company will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under any dealer manager and placement agent agreementsapplicable law, including ERISA, if anyapplicable;
(v) debt service (including interest, taxes and other governmental fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereofcharges;
(vi) all administering and servicing and special servicing fees paid to third parties for the Company’s benefit;
(vii) the cost of Company-related operational and accounting software and related expenses;
(viii) cost of software (including the fees of third-party software developers) used by the Adviser and its affiliates to track and monitor the Company’s investments (specifically, cost of software related to data warehousing, portfolio administration/reconciliation, loan pricing and trade settlement attributable to the Company);
(ix) expenses related to the valuation or appraisal of the Company’s investments;
(x) risk, research and market data-related expenses (including software) incurred for the Company’s investments;
(xi) fees, costs and expenses of (including legal fees and expenses) incurred to comply with any loan servicers applicable law, rule or regulation (including regulatory filings such as financial statement filings, ownership filings (Section 16 or Section 13 filings), blue sky filings and other service providers and of any custodiansregistration statement filings, lenders, investment banks and other financing sources;
(viias applicable) costs to which the Company is subject or incurred in connection with any governmental inquiry, investigation or proceeding involving the formation Company; provided that the Company will not bear such fees, costs or maintenance of entities or vehicles expenses to hold the Fund’s assets for tax or other purposesextent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable;
(viiixii) costs associated with the wind-up, liquidation, dissolution and termination of derivatives and hedgingthe Company;
(ixxiii) expensesother legal, including traveloperating, entertainmentaccounting, lodging tax return preparation and meal expensesconsulting, incurred auditing and administrative expenses in accordance with this Agreement and the Investment Management Agreement and fees for outside services provided to the Company or on the Company’s behalf; provided that if the assets of the Company are treated as “plan assets” for purposes of ERISA, the Company shall not incur such expenses or fees, if such expenses or fees arise in connection with such services, to the extent that they are performed by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rightsAdministrator;
(xxiv) expenses of the Board of Directors of the Company (including the allocable portions reasonable costs of compensation legal counsel, accountants, financial advisors and/or such other advisors and consultants engaged by the Board of Directors of the Company, as well as travel and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser related to the extent such expenses relate to attendance by directors at meetings of the Board of Trustees or any committees thereofDirectors of the Company), to the extent permitted under applicable law, including ERISA, if applicable;
(xixv) all fees, costs and expenses, if any, incurred by annual or on behalf special meetings of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
stockholders of the Company (xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses“Shareholders”);
(xivxvi) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which preparing, filing and delivering to Shareholders periodic and other reports and filings required under federal securities laws as a result of the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing effortsCompany’s status as a BDC;
(xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agenciesongoing Company offering expenses;
(xviii) independent trustees’ federal and state registration fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at pertaining to the discretion or for the benefit of, the independent trusteesCompany;
(xix) costs of preparing financial statements Company-related proxy statements, Shareholders’ reports and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoingnotices;
(xx) all fees, costs and expenses associated with obtaining fidelity bonds as required by the 1940 Act and Section 412 of ERISA;
(xxi) printing, mailing and all other similar direct expenses relating to the Company;
(xxii) expenses incurred in preparation for or in connection with (or otherwise relating to) any initial public offering or other debt or equity offering conducted by the Company, including but not limited to external legal and issuance accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts; and
(xxiii) only to the extent (i) “benefit plan investors”, as defined in Section 3(42) of ERISA and any regulations promulgated thereunder, hold less than 25% of the FundCompany’s periodic reports shares, or (ii) the Company’s shares are listed on a national securities exchange, the Company’s allocable portion of overhead, including office equipment and related statements (e.g.supplies, financial statements rent and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect the Company’s allocable portion of the Fund compensation paid to accounting, compliance and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated administrative staff employed by the Fund or the Adviser or its affiliates in connection with such provision of who provide services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or Company necessary for its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfoliooperation, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bondrelated taxes, trustees and officers errors and omissions liability health insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s businessbenefits. Pursuant to the Advisory Investment Management Agreement, investment-related expenses with respect to 4(c)(iinvestments in which the Company invests together with one or more parallel funds (or co-investment vehicles) above, shall generally be allocated among all such entities on the basis of capital invested by each such entity into the relevant investment; provided that if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital CommitmentsAdviser reasonably believes that such allocation method would produce an inequitable result to any such entity, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further allocate such expenses among such entities in any other manner that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor believes in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights good faith to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization fair and offering expenses described aboveequitable.
Appears in 1 contract
Sources: Administration Agreement (NMF Senior Loan Fund I, Inc.)
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, payable to the Adviser, Adviser pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. Antares Capital LP or any of its affiliates; and
(c) all other expenses of the Fund’s operations operations, administration and transactions (which may be directly incurred by the Fund or allocated among the Fund and the Adviser’s other clients), including, without limitation, those relating to:
(i) organization and offering expenses associated with any offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the cost Fund’s systems and those of participating broker-dealers, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Fund’s organization escrow agent and offeringtransfer agent, subject fees to a cap of 0.10% of attend retail seminars sponsored by participating broker-dealers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealers, registered investment advisors or financial or other advisors, but excluding the Fund’s total capital commitments (“Capital Commitments”shareholder servicing and/or distribution fee);
(ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, directors, sub-custodians, consultants (including individuals consulted through expert network consulting firms and compliance consultants), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator or its affiliates in the credit-focused business of Antares), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide transactional legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) expenses and fees to provide administrative and accounting services to the Fund or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Fund or affiliates in connection with such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services);
(iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iiiiv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(ivv) fees and expenses payable under any managing dealer manager and placement agent selected dealer agreements, if any;
(vvi) debt service interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Fund, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vivii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(viiviii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viiiix) costs of derivatives and hedging;
(ixx) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(xxi) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser or its affiliates to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xixii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xiixiii) the allocated costs incurred by Antares Capital Credit Advisers LLC (in its capacity as both the Adviser and and/or the Administrator Administrator) in providing managerial assistance to those portfolio companies that request it;
(xiiixiv) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees, fees and underwriting costs and commissions, including commissions and other compensation payable to brokers or dealerscosts; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xivxv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses associated with vehicles related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participate participates in investmentsthe acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Adviser or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates of the Adviser as lessor in connection therewith));
(xvxvi) transfer agent, dividend agent and custodial fees;
(xvixvii) fees and expenses associated with marketing efforts;
(xviixviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixix) independent trusteesdirectors’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trusteesdirectors;
(xixxx) costs of preparing financial statements and maintaining books and records, costs of ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company 1940 Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xxxxi) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxixxii) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee director meetings;
(xxiixxiii) proxy voting expenses;
(xxiiixxiv) costs associated with the Fund’s Shares being listed on a national securities an exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)listing;
(xxivxxv) costs of registration rights granted to certain investors;
(xxvxxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvixxvii) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees directors and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Fund’s affairs;
(xxviixxviii) all fees, costs and expenses associated with the Fund’s information, technologyobtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, holdings or a combination thereof or other reasonable methods determined by the Administrator)) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its affiliates for data-related services provided to the Fund and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviiixxix) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxixxxx) costs associated with individual or group shareholders;
(xxxxxxi) fidelity bond, trustees directors and officers errors and omissions liability insurance and other insurance premiums;
(xxxixxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxiixxxiii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiiixxxiv) extraordinary expenses (such as litigation or indemnification);
(xxxivxxxv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings filings; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Fund or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the AIFMD, European Parliament Securities and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.or
Appears in 1 contract
Sources: Administration Agreement (Antares Strategic Credit Fund II LLC)
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and KKR Credit Advisors (US) LLC, in its capacity as adviser to the Fund (the “Adviser”), as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other fees, costs and expenses fairly allocable to the Fund, related to the activities, business, operations or actual or potential investments of the Fund’s operations, administration and transactions, including, but not limited toincluding without limitation:
(a) investment advisory fees, including management fees and incentive fees, fee to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations operations, administration and transactions including, without limitation, those relating to:
(i) the cost of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”);
(ii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all fees, costs and expenses of any loan servicers outside counsel, accountants, auditors, appraisers, valuation experts, rating agencies, consultants, administrators, custodians, depositaries, trustees and other similar outside advisors and service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs incurred including servicing companies in connection which KKR & Co. Inc. (together with the formation Adviser and its other affiliates, “KKR”) or maintenance its affiliates or eligible partners, members, managing directors, directors, officers or employees of entities KKR, the Adviser or vehicles their respective affiliates (collectively, “KKR Personnel”) have an interest) with respect to hold the Fund and its potential and actual investments (including allocable compensation and expenses of senior advisors, executive advisors, industry advisors and technical consultants and allocable fees and expenses of all or any of KKR Capstone Americas LLC, KKR Capstone EMEA LLP, KKR Capstone EMEA (International) LLP, KKR Capstone Asia Limited and their Capstone-branded subsidiaries, which employ operating professionals dedicated to supporting KKR deal teams and portfolio companies (collectively, “Capstone”) related to the Fund’s assets for tax activities), and including the cost of any valuation of, or any fairness opinion relating to, any investment or other purposesasset or liability or potential transaction, of the Fund;
a. fees, costs and expenses of identifying, sourcing, investigating (viii) costs of derivatives and hedging;
(ix) expensesconducting diligence with respect to), including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developingstructuring, negotiatingconsummating, structuring registering, holding, rating, monitoring or disposing potential and performing due diligence on prospective actual portfolio companiesinvestments, including such including:
b. brokerage commissions, clearing and settlement charges, investment banking fees, bank charges, custodial fees, placement, syndication and solicitation fees, arranger fees, expenses related relating to potential investments that were not consummatedshort sales, andsales commissions, if necessaryand other investment, enforcing the Fund’s rights;
(x) expenses (including the allocable portions of compensation execution, closing and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all administrative fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting c. any travel-related costs and commissions, expenses incurred in connection therewith (including commissions and other compensation payable to brokers or dealers; costs and expenses of any lendersaccommodations and meals, costs and expenses related to attending trade association meetings, conferences or similar meetings for purposes of evaluating actual or potential investment banks and other financing sourcesopportunities, and other investment costswith respect to travel on non-commercial aircraft, fees and costs of travel at a comparable business class commercial airline rate) including any such expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing attendance at meetings of actual investments (including, without limitation, travel, entertainment, lodging relevant investment committees and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses)portfolio management committees;
(xiv) investment d. expenses associated with portfolio and risk management including hedging transactions and related costs, including all ;
e. fees, costs and expenses incurred in evaluatingthe organization, developingoperation, negotiatingadministration, structuringrestructuring or dissolution, tradingliquidation and termination of any entities through which the Fund makes investments (including costs associated with establishing and maintaining a permanent residence in certain jurisdictions, settlingsuch as employee compensation and benefits, allocable rent and other overhead of entities established to manage or administer such entities including entities in which KKR or its affiliates have an interest); and
f. fees, costs and expenses of outside counsel, accountants, auditors, consultants (including Capstone) and other similar advisors and service providers incurred in connection with designing, implementing and monitoring participation by portfolio companies or other issuers in compliance and holding actual investments includingoperational “best practices” programs and initiatives;
(ii) any taxes, without limitationfees or other governmental charges levied against the Fund or on its income or assets or in connection with its business or operations including the business or operations of any entities through which the Fund invests and preparation expenses in connection with such governmental charges (which includes the preparation and filing of any forms, schedules, filings, information or other documents necessary to avoid the imposition of withholding or other taxes pursuant to any applicable tax reporting obligation and report of foreign bank and financial accounts) or to otherwise comply with applicable tax reporting obligations;
(iii) fees, costs and expenses incurred in connection with any audit, examination, investigation or other proceeding by any taxing authority or incurred in connection with any governmental or regulatory inquiry, investigation or proceeding, in each case, involving or otherwise applicable to the Fund, including the amount of any judgments, settlements, remediation or fines paid in connection therewith, excluding, for the avoidance of doubt, any financingfine or penalty paid by the Adviser or its affiliates to a governmental body of competent jurisdiction on the basis of a finding that the Adviser or such affiliate has breached a fiduciary duty to the Fund (for the avoidance of doubt, legalthe foregoing does not include any fine or penalty related to activities taken by the Adviser or its affiliates on behalf of the Fund);
(iv) expenses of the Board of Trustees and its members, filingincluding:
a. travel, auditingaccommodation, taxmeal, accountingevent, compliance, loan administration, advisory, consulting, engineering entertainment and other professional similar fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer with any meetings of the applicable investment or other third parties or capitalized as part of Board; and
b. the acquisition price of the transaction) and any fees, costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing efforts;
(xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and of any legal counsel or other advisors retained by, or at the discretion direction or for the benefit of, the independent trusteesBoard;
(xixv) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of holding any litigation involving annual or other shareholder meeting;
(vi) the portion fairly allocable to the Fund or of fees, costs and expenses incurred in connection with legal, regulatory and tax services provided on behalf of the Fund, its investments and portfolio companies and the amount of any judgments compliance with U.S. federal, state, or settlements paid in connection therewithlocal law, trustees and officers, liability or other insurance (including costs of title insurance) non-U.S. law or other law and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability regulation relating to the Fund’s affairsactivities (including expenses relating to the preparation and filing of regulatory filings of the Fund); and expenses and fees incurred in connection with establishing, implementing, monitoring and/or measuring the impact of any environmental, social and governance (“ESG”) policies and programs, including all fees, costs, and expenses incurred in connection with reporting on such ESG policies and programs or otherwise evaluating the Fund’s or its portfolio investments’ or prospective portfolio investments’ achievement of any ESG objectives;
(xxviivii) all fees, costs and expenses associated with the Fund’s informationadministration, technologyincluding in relation to calling capital from and making distributions to shareholders, communicationthe administration of assets, market data financial planning and research (including news treasury activities, the representation of the Fund, the preparation and quotation equipment delivery of all Fund financial statements, tax returns, capital calls, distribution notices, other reports and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications required or requested information provided to shareholders (including the fees, costs and internally allocated chargesexpenses of any other third-party administrator that provides accounting and administrative services to the Fund), fees, costs and expenses incurred to audit such reports, provide access to such reports or information (including through a website or other portal) and any other operational, secretarial or postage expenses relating thereto or arising in connection with the distribution thereof (and including, in each case, technology development and support with respect to such activities and other administrative support therefor), and dues allocable compensation and overhead of KKR Personnel engaged in the aforementioned activities and KKR Personnel providing oversight of any third party administrator engaged in the aforementioned activities;
(viii) principal, interest on and fees, costs and expenses relating to or arising out of all borrowings made by the Fund, including fees, costs and expenses incurred in connection with membership the negotiation and establishment of the relevant credit facility, other indebtedness, guarantee, line of credit, loan commitment, letter of credit, equity commitment letter, hedging guarantee or similar credit support or other indebtedness involving the Fund or any investment or relevant arrangements with respect to such borrowings or related to securing the same by mortgage, pledge, or other encumbrance and the fees, costs and expense of any amendments or modifications of such arrangements, and other fees, costs and expenses in industry respect of derivative contracts (including any payments under, and any margin expenses relating to, such derivative contracts or trade organizationsany posting of margin or collateral with respect to such derivative contracts);
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxiiix) fees, costs and expenses of winding up and liquidating relating to a shareholder default (but only to the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation extent not paid or indemnificationotherwise borne by the defaulting shareholder);
(xxxivx) all fees, costs and expenses relating to a transfer of a shares (but only to the extent not paid or otherwise borne by the relevant transferring shareholder and/or the transferee);
(xi) fees, costs and expenses related to complianceprocuring, developing, implementing or maintaining information technology, data subscription and license-related matters based services, research publications, materials, equipment and services, computer software or hardware and electronic equipment used in connection with providing services to the Fund (such including reporting as developing described herein), in connection with identifying, investigating (and implementing specific conducting diligence with respect to) or evaluating, structuring, consummating (including license fees and maintenance costs for workflow technology that facilitates the closing of investments by, among other things, managing allocations, conflicts of interest and compliance with law, all in accordance with policies and procedures established by KKR and its affiliates), holding, monitoring, or disposing of potential and actual investments, or in order connection with obtaining or performing research related to comply potential or actual investments, industries, sectors, geographies or other relevant market, economic, geopolitical or similar data or trends, including risk analysis software;
(xii) premiums and fees for insurance for the benefit of, or allocated to, the Fund (including trustees’ and officers’ liability, errors and omissions or other similar insurance policies, and any other insurance for coverage of liabilities incurred in connection with certain regulatory requirementsthe activities of, or on behalf of, the Fund) including an allocable portion of the premiums and fees for one or more “umbrella” policies that cover the Fund and, to the extent applicable, costs of the Employee Retirement Income Security Act of 1974, as amended, fidelity bonds, if applicable;
(xiii) expenses of any actual or potential litigation or other dispute related to the Fund or any actual or potential investment or portfolio company (including expenses incurred in connection with the investigation, prosecution, defense, judgment or settlement of litigation and the appointment of any agent for service of process on behalf of the Fund or the shareholders) and regulatory filings other extraordinary expenses related to the Fund or actual or potential investment or portfolio company (including fees, costs and expenses that are classified as extraordinary expenses under generally accepted accounting principles in the United States (or such other accounting standards as are otherwise required)) excluding for the avoidance of doubt, any expenses with respect to which an indemnitee would not be entitled to indemnification or advancement;
(xiv) fees, costs and expenses required under or otherwise related to the Fund’s activities indemnification obligations, including advancement of any such fees, costs or expenses to persons entitled to such indemnification, or other matters that are the subject of indemnification or contribution;
(includingxv) fees, without limitationcosts and expenses incurred in connection with dissolving, liquidating and terminating the Fund;
(xvi) all other costs and expenses relating to of the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared Fund in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU business or operation of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activitiespotential and actual investments;
(xvii) and/or other regulatory filings, notices or disclosures in the case of each of the Adviser foregoing items in this definition, all similar items in connection with any other investor fund vehicle, feeder fund, portfolio companies or entities through which the Fund makes any investment, to the extent not otherwise paid or borne by such other fund vehicle, feeder fund, portfolio companies or entities; and
(xviii) all other costs and its affiliates relating to expenses of the Fund in connection with the business or operation of the Fund and its activities;
(xxxv) costs and expenses (investments, including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization organizational and offering expenses. From time to time, the Adviser, the Administrator or their its affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All Costs and expenses of the foregoing expenses will ultimately be borne Administrator that are eligible for reimbursement by the Fund’s shareholders, subject Fund will be reasonably allocated to the cap Fund on organization and offering expenses described abovethe basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.
Appears in 1 contract
Sources: Administration Agreement (KKR Asset-Based Income Fund)
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, IT assistance, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; teams (ii) including any third party staff leveraged by such personnel to perform services for the Fund), investor relations, legalrelations personnel, operations personnel and other non-investment professionals at who spend time on Fund services (based on the Administrator that perform duties for percentage of time those individuals devote, on a reasonable estimated basis, to the Fund; ’s business and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliatesaffairs); and
(c) all other expenses of the Fund’s operations operations, administration and transactions including, without limitation, those relating to:
(i) the cost of organizational and offering expenses associated with the Fund’s organization offering and offeringthe offering of other securities, subject including the Series A Preferred Shares (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, costs incurred in connection with preparing sales materials and other marketing expenses, design and website expenses, fees to a cap of 0.10% of attend retail seminars, costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealers, registered investment advisors or financial or other advisors, but excluding the Fund’s total capital commitments (“Capital Commitments”shareholder servicing fee);
(ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the cost European Parliament and of calculating the Fund’s net asset valueCouncil of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, custodians or sub-custodians, trustees, consultants (including individuals consulted through expert network consulting firms), advisors, operating partners, deal sourcers (including personnel dedicated to but not employed by the cost of any third-party valuation servicesAdministrator or its affiliates), and other professionals;
(iii) the cost of effecting any sales calculating individual asset values and repurchases of the Fund’s common shares net asset value (including the cost and expenses of beneficial interest (“Shares”) and other securitiesany independent valuation firms);
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in respect of due diligence on prospective portfolio companies and, if necessary, in respect of enforcing the Fund’s rights with respect to investments in existing portfolio companies, including, among others, professional fees (including, without limitation, the fees and expenses of consultants and experts) and fees and expenses relating to, or associated with, evaluating, developingmonitoring, negotiating, structuring researching and performing due diligence on investments and prospective portfolio companiesinvestments;
(v) due diligence and research expenses (including an allocable portion of any research or other service that may deemed to be bundled for the benefit of the Fund), including as well as the information technology systems used to obtain such expenses related to potential investments that were not consummated, and, if necessary, enforcing research and other information;
(vi) the costs of any public offerings of the Fund’s rightsshares or the cost of effecting any sales and repurchases of the Shares and other securities, including registration and listing fees and fees payable to rating agencies;
(vii) costs of registration rights granted to certain investors;
(viii) the Management Fee and any Incentive Fee;
(ix) certain costs and expenses relating to distributions paid on the Fund’s shares;
(x) administration fees payable under this Agreement;
(xi) costs incurred in connection with the creation and maintenance of legal entities to hold the Fund’s assets;
(xii) debt service and other costs of borrowings or other financing or derivative transactions (including, for the avoidance of doubt, interest, fees, and related legal expenses);
(xiii) the Adviser’s allocable share of costs incurred in providing significant managerial assistance to those portfolio companies that request it;
(xiv) amounts payable to third parties relating to, or associated with, making or holding investments;
(xv) costs associated with individual or groups shareholders;
(xvi) transfer agent and custodial fees;
(xvii) costs of derivatives and hedging;
(xviii) commissions and other compensation payable to brokers or dealers;
(xix) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(xx) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers;
(xxi) taxes and governmental fees;
(xxii) Independent Trustee fees and expenses;
(xxiii) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xixxiv) costs of preparing financial statements and maintaining books and records and preparing and submitting periodic filings, reports or other documents with the CFTC, SEC, FBAR, AIFMD, ESMA (or other regulatory bodies) and other reporting and compliance costs, but excluding, for the avoidance of doubt, any expenses incurred for general compliance and regulatory matters that are not related to the Fund or its activities;
(xxv) the costs of any reports, proxy statements or other notices to the Fund’s shareholders (including printing and mailing costs), the costs of any Shareholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters;
(xxvi) the Fund’s fidelity bond;
(xxvii) trustee and officers/errors and omissions liability insurance, and any other allocated insurance premiums;
(xxviii) information technology and related costs, including costs related to software, hardware and other technological systems (including specialty and custom software);
(xxix) indemnification payments;
(xxx) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(xxxi) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Fund and the amount of any judgment or settlement paid in connection therewith;
(xxxii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments, including expenses relating to unconsummated investments that may have been attributable to co-investors had such investments been consummated;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xivxxxiii) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trade errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legallegal (including any retainers), filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing efforts;
(xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xix) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiiixxxiv) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiiixxxv) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, direct costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activitiesadministration, including any noticesaudit, reports and/or filings required under The Directive 2011/61/EU of the European Parliament accounting, compliance, consulting and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providerslegal costs; and
(xxxvi) all other expenses reasonably incurred by the Adviser or the Administrator in connection with making investments and administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject . Costs and expenses of the Administrator and the Adviser that are eligible for reimbursement by the Fund will be reasonably allocated to the cap Fund on organization and offering expenses described abovethe basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.
Appears in 1 contract
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities hereunder, except including any of the costs and expenses incurred by the Administrator as otherwise provided herein set forth below in Section 4(oo). If requested to perform significant managerial assistance to portfolio companies of the Company, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Company shall bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Company’s investment adviser (the “Advisor”) pursuant to that certain Investment Advisory Agreement, dated June 18, 2024, by and between the Fund Company and the AdviserAdvisor, as amended from time to time (the “Advisory Agreement”)time, or another related agreement, written arrangement or set of policies. Except as specifically provided herein, the Fund anticipates that all investment professionals Costs and staff of the Adviser, when and expenses to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for borne by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited Company include those relating to:
(a) investment advisory fees, including management fees and incentive fees, to organizational expenses of the Adviser, pursuant to the Advisory AgreementCompany;
(b) calculating the Fund’s allocable portion net asset value of compensationthe Company, overhead including the cost and expenses of any independent valuation firm or service;
(including rent, office equipment c) fees and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer Advisor and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
(i) the cost of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”);
(ii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, including agents, consultants or other advisors, in evaluatingmonitoring financial and legal affairs for the Company and in monitoring the Company’s investments, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, and if necessary, in respect of enforcing the FundCompany’s rightsrights with respect to investments in existing portfolio companies, or otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, research and market data services (including an allocable portion of any research or other service that may be deemed to be bundled for the benefit of the Company), any studies commissioned by the Advisor and travel and lodging expenses;
(xd) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expensesinterest payable on debt, if any, incurred by the Company to finance its investments, debt service and all other costs of borrowings or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, other financing arrangements (including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damagesother expenses), forfeited deposits or similar paymentsand expenses related to unsuccessful portfolio acquisition efforts;
(xiie) offerings of the allocated common stock and other securities of the Company, including any public offering of the common stock of the Company;
(f) investment advisory and management fees and incentive fees;
(g) administration fees and expenses payable under this Agreement and any sub-administration agreements;
(h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments in portfolio companies, including costs associated with meeting financial sponsors;
(i) fees incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costsCompany for escrow agent, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees and expenses;
(j) U.S. federal and state registration and franchise fees;
(xvik) fees all costs of registration and expenses associated listing of the Company’s securities on any securities exchange, including in connection with marketing effortsany quotation or listing of the Company’s securities on a national securities exchange (including through an initial public offering) or a sale of all or substantially all of the Company’s assets to, or a merger or other liquidity transaction with, an entity in which the Company’s shareholders receive shares of a publicly traded company which continues to be managed by the Advisor or an affiliate thereof;
(xviil) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiim) U.S. federal, state and local taxes;
(n) independent trusteesdirectors’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xixo) costs of any reports, proxy statements or other notices to stockholders, including printing and mailing costs;
(p) costs associated with individual or group stockholders, including the costs of any stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters;
(q) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and ;
(r) costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies bodies, and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiiis) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale compliance with ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of all or substantially all of the Fund’s assets to2002, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)as amended;
(xxivt) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount Company’s allocable portion of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees directors’ and officers officers’ errors and omissions liability insurance policies, and any other insurance premiums;
(xxxiu) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs;
(xxxiiv) fees, costs and expenses of winding up and liquidating the Fund’s assetsproxy voting expenses;
(xxxiiiw) extraordinary costs of effecting sales and any repurchases of shares of the Company’s common stock and other securities;
(x) fees and expenses associated with marketing efforts (such as litigation including attendance at investment conferences and similar events), design and website expenses;
(y) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it;
(z) commissions and other compensation payable to brokers or indemnificationdealers;
(aa) costs of information technology and related costs, including costs related to software, hardware and other technological systems (including specialty and custom software);
(xxxivbb) indemnification payments;
(cc) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Company and the amount of any judgment or settlement paid in connection therewith;
(dd) extraordinary expenses or liabilities incurred by the Company outside of the ordinary course of its business;
(ee) costs of derivatives and hedging;
(ff) certain costs and expenses relating to distributions paid on the shares of the Company’s common stock;
(gg) all fees, costs and expenses related to compliance-related matters (such as developing expenses, if any, incurred by or on behalf of the Company in developing, negotiating and implementing specific policies structuring prospective or potential investments that are not ultimately made, including any reverse termination fees and procedures any liquidated damages, commitment fees that become payable in order to comply connection with certain regulatory requirements) and regulatory filings related to the Fund’s activities (includingany proposed investment that is not ultimately made, without limitationforfeited deposits or similar payments, including expenses relating to the preparation and filing of reports unconsummated investments that may have been attributable to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with co-investors had such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activitiesinvestments been consummated;
(xxxvhh) costs and expenses (including travel) in connection with the diligence and oversight of the FundCompany’s service providers;
(ii) fees, costs and expenses of winding up and liquidating the Company’s assets;
(jj) costs associated with technology integration between the Company’s systems and those of the Company’s participating intermediaries;
(kk) all travel and related expenses of the Company’s and Advisor’s directors, officers, managers, agents and employees incurred in connection with attending meetings of the Board or holders of our securities or performing other business activities that relate to the Company;
(ll) dues, fees and charges of any trade association of which the Company is a member;
(mm) costs associated with events and trainings of the Board (including travel);
(nn) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; and
(xxxvioo) any and all other expenses incurred by the Company or the Administrator in connection with administering the FundCompany’s business. Pursuant , including payments made under this Agreement based upon the Company’s allocable portion (subject to the Advisory review and approval of the Company’s independent directors) of the Administrator’s overhead in performing its obligations under this Agreement, with respect to 4(c)(i) above, if actual organization including rent and offering costs incurred exceed 0.10% the allocable portion of the Fundcosts of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s total Capital Commitmentsofficers who provide operational, administrative, legal, compliance, finance and accounting services to the Company, including the Company’s chief compliance officer and chief financial officer, their respective staffs and other professionals employed by an affiliate of the Administrator who provide services to the Company and assist with the preparation, coordination, and administration of the foregoing or provide other “back-office” or “middle-office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Adviser Company shall reimburse the Advisor (or its affiliates will bear affiliates) for an allocable portion of the excess costscompensation paid by the Advisor (or its affiliates) to such individuals. To the extent the Fund’s Capital Commitments later increaseAdministrator outsources any of its functions, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made Company shall pay the fees associated with such functions on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior a direct basis without profit to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described aboveAdministrator.
Appears in 1 contract
Sources: Administration Agreement (5C Lending Partners Corp.)
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, paid to the Adviser, Adviser pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, salaries, bonuses, benefits, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. HPS Investment Partners, LLC or any of its affiliates; and
(c) all other expenses of the Fund’s operations operations, administration and transactions including, without limitation, those relating to:
(i) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the cost Fund’s systems and those of the Fund’s organization participating broker-dealers, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and offeringitemized invoices, subject to a cap of 0.10% costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Fund’s total capital commitments (“Capital Commitments”escrow agent and transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealers, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee);
(ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator or its affiliates in the credit-focused business of HPS Investment Partners, LLC), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide transactional legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) expenses and fees to provide administrative and accounting services to the Fund or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Fund or affiliates in connection with such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services);
(iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iiiiv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(ivv) fees and expenses payable under any dealer manager and placement agent selected dealer agreements, if any;
(vvi) debt service interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Fund, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vivii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(viiviii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viiiix) costs of derivatives and hedging;
(ixx) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(xxi) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser or its affiliates to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xixii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xiixiii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiiixiv) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees, fees and underwriting costs and commissions, including commissions and other compensation payable to brokers or dealerscosts; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xivxv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses associated with vehicles related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participate participates in investmentsthe acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Adviser or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates of HPS Investment Partners, LLC as lessor in connection therewith));
(xvxvi) transfer agent, dividend agent and custodial fees;
(xvixvii) fees and expenses associated with marketing efforts;
(xviixviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xixxx) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xxxxi) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxixxii) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee Trustee meetings;
(xxiixxiii) proxy voting expenses;
(xxiiixxiv) costs associated with the Fund’s Shares being listed on a national securities an exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)listing;
(xxivxxv) costs of registration rights granted to certain investors;
(xxvxxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvixxvii) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Fund’s affairs;
(xxviixxviii) all fees, costs and expenses associated with the Fund’s information, technologyobtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, holdings or a combination thereof or other reasonable methods determined by the Administrator)) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its affiliates for data-related services provided to the Fund and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviiixxix) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxixxxx) costs associated with individual or group shareholders;
(xxxxxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxixxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxiixxxiii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiiixxxiv) extraordinary expenses (such as litigation or indemnification);
(xxxivxxxv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings filings; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Fund or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the AIFMD, European Parliament Securities and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its affiliates relating to the Fund, and their activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.
Appears in 1 contract
Sources: Administration Agreement (HPS Corporate Lending Fund)
Compensation; Allocation of Costs and Expenses. a. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligationsobligations hereunder, including which shall be equal to an amount based on the FundCompany’s allocable portion (subject to review and approval of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff Board) of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine Administrator’s overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) allocable rent, and the Fundallocable portion of the cost of the Company’s officers, including a chief financial officer and chief compliance officer, chief financial officer if any, and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at . To the extent the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or outsources any of its affiliates; andfunctions to third parties, the Company may pay the fees associated with such functions on a direct basis to such third parties without profit to the Administrator.
b. Unless the Administrator, on the one hand, or the Adviser, on the other, elect to bear or waive any of the following costs (c) in their sole and absolute discretion), the Company will bear all other out-of-pocket costs and expenses of the Fund’s its operations and transactions transactions, including, without limitation, those relating to:
(i) the cost organization of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”)Company;
(ii) the cost of calculating the Fund’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm);
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its the investment teamteams, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the FundCompany’s rights;
(xiv) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs expenses incurred by the Adviser (and its affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in providing managerial assistance to those monitoring financial and legal affairs for the Company and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Company’s investments and monitoring investments and portfolio companies that request iton an ongoing basis;
(xiiiv) all brokerage costs, prime brokerage fees, custodial expenses, agent bank any and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluatingconnection with the incurrence of leverage and indebtedness of the Company, developingincluding borrowings, negotiatingdollar rolls, structuringreverse purchase agreements, tradingcredit facilities, settlingsecuritizations, monitoring margin financing and holding actual investments derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any financingfees, legalcosts, filing, auditing, tax, accounting, complianceand expenses incurred in obtaining lines of credit, loan administrationcommitments, advisoryand letters of credit for the Company’s account and in making, consultingcarrying, engineering funding and/or otherwise resolving investment guarantees);
(vi) offerings, sales, and repurchases of the Company’s common shares of beneficial interest (the “Shares”) and other professional securities;
(vii) fees and expenses payable under any underwriting, dealer manager or placement agent agreements, if any;
(viii) investment advisory fees payable under Section 6 of the Investment Advisory Agreement, by and between the Company and ▇▇▇▇▇▇▇▇▇ Asset Management LLC, dated July 23, 2024 (the “Investment Advisory Agreement”);
(ix) administration fees and expenses, if any, payable under this Agreement (including payments under this Agreement between the Company and the Administrator, based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s chief financial officer and chief compliance officer, and their respective staffs);
(x) any applicable administrative agent fees or loan arranging fees incurred with respect to the Company’s portfolio investments by the Adviser, the Administrator or an affiliate thereof;
(xi) any and all fees, costs and expenses incurred in connection therewith (to the extent the Adviser is not reimbursed by a prospective implementing or actual issuer of the applicable investment maintaining third-party or proprietary software tools, programs or other third parties or capitalized as part of technology for the acquisition price of the transaction) Company’s benefit (including, without limitation, any and any all fees, costs and expenses associated with vehicles through which the Fund directly of any investment, books and records, portfolio compliance and reporting systems, general ledger or indirectly participate in investmentsportfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses);
(xvxii) costs incurred in connection with investor relations, board of trustees relations, and with preparing for and effectuating a listing of the Shares on any securities exchange;
(xiii) transfer agent, dividend agent and custodial feesfees and expenses;
(xvi) fees and expenses associated with marketing efforts;
(xviixiv) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixv) independent trustees’ all costs of registration and listing the Shares on any securities exchange;
(xvi) federal, state and local taxes;
(xvii) fees and expenses of the members of the Board who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of the Adviser or of the Company (each, an “Independent Trustee”), including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trusteesIndependent Trustees;
(xixxviii) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with required by the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and SEC or other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities lawsregulators, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the preparation and issuance Company’s activities and/or other regulatory filings, notices or disclosures of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund Adviser and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by affiliates relating to the Fund or the Adviser or Company and its affiliates in connection with such provision of services thereby)activities;
(xxixix) the costs of any reports, proxy statements or other notices to shareholders (shareholders, including printing costs;
(xx) fidelity bond, trustees and mailing officers/errors and omissions liability insurance, and any other insurance premiums;
(xxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, tax preparers and outside legal costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Fund’s Shares being listed Board to or on a national securities exchange or a sale account of all or substantially all holders of the Fund’s assets tosecurities of the Company, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)with any distribution reinvestment plan or direct stock purchase plan;
(xxiv) costs incurred in connection with the formation or maintenance of registration rights granted entities or vehicles to certain investorshold the Company’s assets for tax or other purposes;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties the allocated costs incurred where by the Adviser lacks sufficient information from third parties and/or the Administrator in providing managerial assistance to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewiththose portfolio companies that request it;
(xxvi) allocable fees and expenses associated with marketing efforts on behalf of the Company;
(xxvii) all fees, costs and expenses of any litigation involving the Fund Company or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the FundCompany’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the FundCompany’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvixxix) all other expenses incurred by the Company, the Adviser or the Administrator in connection with administering the FundCompany’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.
Appears in 1 contract
Sources: Administration Agreement (Nuveen Churchill Private Credit Fund)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services Services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities to the Company hereunder. In addition, except under such circumstances, the Company shall reimburse any affiliate of the Administrator for any costs and expenses incurred by such affiliate on behalf of the Administrator in connection with the Administrator’s provision of Services to the Company under this Agreement. Except as otherwise provided herein indicated in this Section 4, the Company will bear all costs and in expenses that are directly and specifically related to its operation, administration and transactions and not specifically assumed by ▇▇▇▇▇▇▇▇▇ Asset Management LLC, the Company’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, and Management Agreement by and between the Fund Company and the Adviser, as amended from time to time Adviser (the “Advisory Investment Management Agreement”). Except as specifically provided hereinFurthermore, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund Company will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) its own legal and other expenses incurred in connection with the Company’s formation and organization and the offering of its Shares, including external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts (other than any placement fees, which will be borne by the Administrator in performing its administrative obligations under this Adviser directly or pursuant to waivers of the management fee to be paid to the Adviser pursuant to the Investment Management Agreement), up to a maximum aggregate amount of $1 million. In addition to the management fees paid pursuant to the Investment Management Agreement, including except as noted above, costs and expenses to be borne by the Company include, but are not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
(i) all costs and expenses with respect to the cost actual or proposed acquisition, financing, holding, monitoring or disposition of the FundCompany’s organization investments, whether such investments are ultimately consummated or not, including, origination fees, syndication fees, due diligence costs, broken deal expenses, bank service fees, fees and offeringexpenses of custodians, transfer agents, consultants, experts, travel expenses incurred for investment-related purposes, outside legal counsel, consultants and accountants, administrator’s fees of third party administrators (subject to a cap of 0.10% of the Fund’s total capital commitments clause (“Capital Commitments”xxiii) clause below) and financing costs (including interest expenses);
(ii) expenses for liability insurance, including officers and independent directors liability insurance, cyber insurance and other insurance (but excluding the cost of calculating liability insurance covering the Fund’s net asset value, including Administrator and its personnel (if any) to the cost extent that the assets of any third-party valuation servicesthe Company are treated as “plan assets” for purposes of ERISA);
(iii) extraordinary expenses incurred by the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest Company (“Shares”) and other securitiesincluding litigation);
(iv) fees indemnification and contribution expenses payable provided, that the Company will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under any dealer manager and placement agent agreementsapplicable law, including ERISA, if anyapplicable;
(v) debt service (including interest, taxes and other governmental fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereofcharges;
(vi) all administering and servicing and special servicing fees paid to third parties for the Company’s benefit;
(vii) the cost of Company-related operational and accounting software and related expenses;
(viii) cost of software (including the fees of third-party software developers) used by the Adviser and its affiliates to track and monitor the Company’s investments (specifically, cost of software related to data warehousing, portfolio administration/reconciliation, loan pricing and trade settlement attributable to the Company);
(ix) expenses related to the valuation or appraisal of the Company’s investments;
(x) risk, research and market data-related expenses (including software) incurred for the Company’s investments;
(xi) fees, costs and expenses of (including legal fees and expenses) incurred to comply with any loan servicers applicable law, rule or regulation (including regulatory filings such as financial statement filings, ownership filings (Section 16 or Section 13 filings), blue sky filings and other service providers and of any custodiansregistration statement filings, lenders, investment banks and other financing sources;
(viias applicable) costs to which the Company is subject or incurred in connection with any governmental inquiry, investigation or proceeding involving the formation Company; provided that the Company will not bear such fees, costs or maintenance of entities or vehicles expenses to hold the Fund’s assets for tax or other purposesextent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable;
(viiixii) costs associated with the wind-up, liquidation, dissolution and termination of derivatives and hedgingthe Company;
(ixxiii) expensesother legal, including traveloperating, entertainmentaccounting, lodging tax return preparation and meal expensesconsulting, incurred auditing and administrative expenses in accordance with this Agreement and the Investment Management Agreement and fees for outside services provided to the Company or on the Company’s behalf; provided that if the assets of the Company are treated as “plan assets” for purposes of ERISA, the Company shall not incur such expenses or fees, if such expenses or fees arise in connection with such services, to the extent that they are performed by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rightsAdministrator;
(xxiv) expenses of the Board of Directors of the Company (including the allocable portions reasonable costs of compensation legal counsel, accountants, financial advisors and/or such other advisors and consultants engaged by the Board of Directors of the Company, as well as travel and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser related to the extent such expenses relate to attendance by directors at meetings of the Board of Trustees or any committees thereofDirectors of the Company), to the extent permitted under applicable law, including ERISA, if applicable;
(xixv) all fees, costs and expenses, if any, incurred by annual or on behalf special meetings of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
stockholders of the Company (xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses“Shareholders”);
(xivxvi) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which preparing, filing and delivering to Shareholders periodic and other reports and filings required under federal securities laws as a result of the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing effortsCompany’s status as a BDC;
(xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agenciesongoing Company offering expenses;
(xviii) independent trustees’ federal and state registration fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at pertaining to the discretion or for the benefit of, the independent trusteesCompany;
(xix) costs of preparing financial statements Company-related proxy statements, Shareholders’ reports and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoingnotices;
(xx) all fees, costs and expenses associated with obtaining fidelity bonds as required by the 1940 Act and Section 412 of ERISA;
(xxi) printing, mailing and all other similar direct expenses relating to the Company;
(xxii) expenses incurred in preparation for or in connection with (or otherwise relating to) any initial public offering or other debt or equity offering conducted by the Company, including but not limited to external legal and issuance accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts; and
(xxiii) only to the extent (i) Benefit Plan Investors hold less than 25% of the FundCompany’s periodic reports Shares, or (ii) the Company’s Shares qualify as Publicly-offered Securities, the Company’s allocable portion of overhead, including office equipment and related statements (e.g.supplies, financial statements rent and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect the Company’s allocable portion of the Fund compensation paid to accounting, compliance and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated administrative staff employed by the Fund or the Adviser or its affiliates in connection with such provision of who provide services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or Company necessary for its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfoliooperation, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bondrelated taxes, trustees and officers errors and omissions liability health insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s businessbenefits. Pursuant to the Advisory Investment Management Agreement, investment-related expenses with respect to 4(c)(iinvestments in which the Company invests together with one or more parallel funds (or co-investment vehicles) above, shall generally be allocated among all such entities on the basis of capital invested by each such entity into the relevant investment; provided that if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital CommitmentsAdviser reasonably believes that such allocation method would produce an inequitable result to any such entity, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further allocate such expenses among such entities in any other manner that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor believes in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights good faith to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization fair and offering expenses described aboveequitable.
Appears in 1 contract
Compensation; Allocation of Costs and Expenses. a. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligationsobligations hereunder, including which shall be equal to an amount based on the FundCompany’s allocable portion (subject to review and approval of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff Board) of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine Administrator’s overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) allocable rent, and the Fundallocable portion of the cost of the Company’s officers, including a chief financial officer and chief compliance officer, chief financial officer if any, and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at . To the extent the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or outsources any of its affiliates; andfunctions to third parties, the Company may pay the fees associated with such functions on a direct basis to such third parties without profit to the Administrator.
b. Unless the Administrator, on the one hand, or the Advisers, on the other, elect to bear or waive any of the following costs (c) in their sole and absolute discretion), the Company will bear all other out-of-pocket costs and expenses of the Fund’s its operations and transactions transactions, including, without limitation, those relating to:
(i) the cost organization of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”)Company;
(ii) the cost of calculating the Fund’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm);
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the AdviserAdvisers, or members of its their investment teamteams, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the FundCompany’s rights;
(xiv) fees and expenses incurred by the Administrator (including the allocable portions of compensation and out-of-pocket expenses such as travel expensesor its affiliates) or the Advisers (and their affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Company’s investments and monitoring investments and portfolio companies on an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereofongoing basis;
(xiv) all fees, costs any and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluatingconnection with the incurrence of leverage and indebtedness of the Company, developingincluding borrowings, negotiatingdollar rolls, structuringreverse purchase agreements, tradingcredit facilities, settlingsecuritizations, monitoring margin financing and holding actual investments derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any financingfees, legalcosts, filing, auditing, tax, accounting, complianceand expenses incurred in obtaining lines of credit, loan administrationcommitments, advisoryand letters of credit for the account of the Company and in making, consultingcarrying, engineering funding and/or otherwise resolving investment guarantees);
(vi) offerings, sales, and repurchases of the Company’s common stock and other professional securities;
(vii) fees and expenses payable under any underwriting, dealer manager or placement agent agreements, if any;
(viii) investment advisory fees payable under Section 6 of the Investment Advisory Agreement, by and between the Company and Nuveen ▇▇▇▇▇▇▇▇▇ Advisors LLC, dated December 31, 2019 (the “Investment Advisory Agreement”);
(viv) any applicable administrative agent fees or loan arranging fees incurred with respect to the Company’s portfolio investments by the Advisers, the Administrator or an affiliate thereof;
(x) any and all fees, costs and expenses incurred in connection therewith (to implementing or maintaining third-party or proprietary software tools, programs or other technology for the extent the Adviser is not reimbursed by a prospective or actual issuer benefit of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) Company (including, without limitation, any and any all fees, costs and expenses associated with vehicles through which the Fund directly of any investment, books and records, portfolio compliance and reporting systems, general ledger or indirectly participate in investmentsportfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses);
(xvxi) costs incurred in connection with investor relations, board of directors relations, and with preparing for and effectuating a listing of the Company’s securities on any securities exchange;
(xii) transfer agent, dividend agent and custodial fees and expenses;
(xiii) federal and state registration fees;
(xiv) all costs of registration and listing the Company’s securities on any securities exchange;
(xv) federal, state and local taxes;
(xvi) fees and expenses associated with marketing efforts;
of the members of the Company’s Board of Directors who are not “interested persons” (xviias such term is defined in Section 2(a)(19) federal and state registration feesof the ▇▇▇▇ ▇▇▇) of the Advisers or of the Company (each, franchise feesa “Non-Interested Director”), any stock exchange listing fees and fees payable to rating agencies;
(xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trusteesNon-Interested Directors;
(xixxvii) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with required by the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and SEC or other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities lawsregulators, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the preparation and issuance Company’s activities and/or other regulatory filings, notices or disclosures of the Fund’s periodic reports Advisers and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of their affiliates relating to the Fund Company and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby)activities;
(xxixviii) the costs of any reports, proxy statements or other notices to shareholders (shareholders, including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxiixix) fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;
(xx) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, tax preparers and outside legal costs;
(xxi) proxy voting expenses;
(xxii) all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board of Directors to or on account of holders of the securities of the Company, including in connection with any dividend reinvestment plan or direct stock purchase plan;
(xxiii) costs associated incurred in connection with the Fund’s Shares being listed on a national securities exchange formation or a sale maintenance of all entities or substantially all of vehicles to hold the FundCompany’s assets to, or a merger for tax or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)purposes;
(xxiv) the allocated costs of registration rights granted incurred by the Advisers and/or the Administrator in providing managerial assistance to certain investorsthose portfolio companies that request it;
(xxv) any taxes and/or tax-related interest, allocable fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection associated with any tax audit, investigation, litigation, settlement or review marketing efforts on behalf of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewithCompany;
(xxvi) all fees, costs and expenses of any litigation involving the Fund Company or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees directors and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the FundCompany’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the FundCompany’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvixxviii) all other expenses incurred by the Company or the Administrator in connection with administering the FundCompany’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.
Appears in 1 contract
Sources: Administration Agreement (Nuveen Churchill BDC INC.)
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 obligationsobligations hereunder, including which shall be equal to an amount based on the Fund’s allocable portion (subject to review and approval of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff Board) of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine Administrator’s overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) allocable rent, and the allocable portion of the cost of the Fund’s officers, including a chief compliance executive officer, chief financial officer and chief compliance officer, chief administrative officer, chief legal officer, and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at . To the extent the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or outsources any of its affiliates; andfunctions to third parties, the Fund may pay the fees associated with such functions on a direct basis to such third parties without profit to the Administrator.
b. Unless the Administrator, on the one hand, or the Advisors, on the other, elect to bear or waive any of the following costs (c) in their sole and absolute discretion), the Fund will bear all other out-of-pocket costs and expenses of the Fund’s its operations and transactions transactions, including, without limitation, those relating to:
(i) the cost of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”)any non-investment related interest expense;
(ii) the cost of calculating the Fund’s net asset value, value and expenses incurred by the Advisor or any sub-advisor in conjunction with the valuation services (including the cost and expenses of any third-party valuation servicesfirms) requested by the Advisor or the Fund;
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and all expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangementsrelated to its investment program, including, but not limited to, expenses borne indirectly through the arranging thereofFund’s investments in subsidiaries or SPVs, including any fees and expenses charged by any Core Independent Manager or Underlying Independent Manager, as such terms are defined in the Prospectus, all costs and expenses directly related to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in subsidiaries or SPVs (whether or not consummated), and enforcing the Fund’s rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, fees for data and software providers, research expenses, professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and margin fees;
(viiv) all feesthe organization of the Fund, costs and expenses including the organization of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sourcesfeeder fund;
(viiv) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives direct and hedging;
(ix) expenses, including travel, entertainment, lodging and meal indirect expenses, incurred by the AdviserAdvisor, or members of its investment teamteams, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (rights including, without limitation, (a) travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars(b) origination fees, syndication fees, research costs, due diligence costs, bank service fees and (c) fees and expenses arising out related to the organization or maintenance of trade settlements (including any delayed compensation expenses)intermediate entity used to acquire, hold or dispose of any portfolio company or otherwise facilitating the Fund’s investment activities;
(xivvi) investment costsfees and expenses incurred by the Advisor (and its affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Fund and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Fund’s investments and monitoring investments and portfolio companies on an ongoing basis;
(vii) any and all fees, costs and expenses incurred in evaluatingconnection with the Fund’s incurrence of leverage or other indebtedness, developingincluding, negotiatingbut not limited to, structuringborrowings, tradingdollar rolls, settlingreverse purchase agreements, monitoring credit facilities, securitizations, margin financing and holding actual investments derivatives and swaps, and including any principal or interest on the Fund’s borrowings and indebtedness (including, without limitation, any financingfees, legalcosts, filing, auditing, tax, accounting, complianceand expenses incurred in obtaining lines of credit, loan administrationcommitments, advisoryand letters of credit for the Fund’s account and in making, consultingcarrying, engineering funding and/or otherwise resolving investment guarantees);
(viii) offerings, sales, and repurchases of the Shares and other professional securities;
(ix) fees and expenses payable under this Agreement;
(x) administration fees and expenses, if any, payable under the Administration Agreement;
(xi) fees and expenses based upon the Fund’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including the allocable portion of the compensation of the Fund’s chief executive officer, chief compliance officer, chief financial officer, chief administrative officer, chief legal officer, and their respective staffs;
(xii) costs incurred in connection with investor relations and Board relations;
(xiii) any applicable administrative agent fees or loan arranging fees incurred with respect to the Fund’s portfolio investments by the Advisor, the Administrator, the Sub-Administrator, or an affiliate thereof;
(xiv) any and all fees, costs and expenses incurred in connection therewith (to the extent the Adviser is not reimbursed by a prospective implementing or actual issuer of the applicable investment maintaining third-party or proprietary software tools, programs or other third parties or capitalized as part of technology for the acquisition price of the transaction) Fund’s benefit (including, without limitation, any and any all fees, costs and expenses associated with vehicles through which the Fund directly of any investment, books and records, portfolio compliance and reporting systems, general ledger or indirectly participate in investmentsportfolio accounting systems and similar systems and services, including without limitation, consultant, software licensing, data management and recovery service fees and expenses);
(xv) transfer agent, dividend agent and custodial feesfees and expenses;
(xvi) fees and expenses associated with marketing efforts;
(xvii) federal and state registration fees, franchise including notice filing fees;
(xvii) federal, any stock exchange listing fees state and fees payable to rating agencieslocal taxes;
(xviii) independent trustees’ fees and expenses of the members of the Board who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of the Advisor, any sub-advisor or of the Fund (each, an “Independent Trustee”), including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trusteesIndependent Trustees;
(xix) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with required by the SEC, Financial Industry Regulatory Authority, Inc., U.S. Commodity Futures Trading Commission (“CFTC”) and Commission, or other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities lawsregulators, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser Advisor, any sub-advisor and its their respective affiliates relating to the Fund and its activities;
(xxxvxx) costs of any reports, proxy statements or other notices to shareholders, including printing costs;
(xxi) fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums;
(xxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, tax preparers and outside legal costs;
(xxiii) proxy voting expenses;
(xxiv) all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board to or on account of holders of the securities of the Fund, including travel) in connection with the diligence distribution reinvestment plan or the share repurchase program;
(xxv) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(xxvi) to the extent permitted by the 1940 Act or any exemptive relief obtained thereunder, allocable fees and oversight expenses associated with marketing efforts on behalf of the Fund’s service providers; and
(xxxvixxvii) all other any extraordinary expenses, or those expenses incurred by the Administrator Fund outside of the ordinary course of its business, including, without limitation, costs incurred in connection with administering the Fund’s business. Pursuant to the Advisory Agreementany claim, with respect to 4(c)(i) abovelitigation, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitmentsarbitration, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increasemediation, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees government investigation or similar fees or proceeding, indemnification expenses, and expenses charged directly to an investor in an offering by connection with holding and/or soliciting proxies for a placement agent or similar party will not be considered organization or offering expenses meeting of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to including indemnification expenses as provided for in the cap on organization and offering expenses described aboveFund’s organizational documents.
Appears in 1 contract
Sources: Administration Agreement (Axxes Private Markets Fund)
Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities hereunder, except as otherwise provided herein including the costs and in expenses charged by any sub-administrator that certain Investment Advisory Agreement, may be retained by and between the Fund and the Adviser, as amended from time Administrator to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory provide services to the FundCompany or on the Administrator’s behalf. Specifically, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for reimbursements made by the Adviser. The Fund will bear all other costs and expenses of Company to the Fund’s operations, administration and transactions, includingAdministrator shall include, but not be limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
(i) the cost allocable portion of the FundAdministrator’s organization rent for the Company’s General Counsel, Chief Compliance Officer, Chief Financial Officer, and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”)their respective staffs;
(ii) the cost allocable portion of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
the Company’s General Counsel, Chief Compliance Officer, Chief Financial Officer and their respective staffs; (iii) costs associated with (a) the monitoring and preparation of regulatory reporting, including registration statement, registration statement amendments, prospectus supplements, proxy statements and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of effecting any sales such contractual matters related thereto and repurchases (c) the preparation of all financial statements and the Fund’s common shares coordination and oversight of beneficial interest (“Shares”) audits, regulatory inquiries, certifications and other securities;sub-certifications; and
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing efforts;
(xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xix) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation engagement of a Sub-Administrator.
(b) The Company will bear all costs and issuance expenses that are incurred in its operation and transactions and not specifically assumed by the Company’s investment management (the “Investment Manager”), pursuant to 51810960.1 that certain Investment Management Agreement, dated as of November 8, 2024, by and between the Company and the Investment Manager. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: direct and indirect costs and expenses incurred by the Investment Manager for office space rental, office equipment, utilities and other non-compensation related overhead allocable to performance of investment advisory services by the Investment Manager, including the costs and expenses of due diligence of potential investments, monitoring performance of the FundCompany’s periodic reports investments and related statements disposing of investments, serving as directors and officers of portfolio companies, providing managerial assistance to portfolio companies ,enforcing the Company’s rights in respect of its investments and disposing of investments (e.g.including, financial statements without limitation, the fees and tax returns) expenses of outside counsel, accountants, consultants, experts and other printing third party service providers), valuation, pricing and reporting-related monitoring services, research expenses (including market data, research analytics and news feeds), rating expenses, origination fees, loan servicing, loan administration, due diligence expenses, investment banking and finders’ fees, appraisal fees, clearing and settlement charges, brokerage fees, custodial fees, stamp and transfer taxes, hedging costs, travel expenses, broken deal expenses and expenses associated with developing, licensing implementing, maintaining or upgrading the web portal, website, extranet tools, computer software (including accounting, investor tracking, investor reporting, ledger systems, financial management and cybersecurity) or other notices and communicationsadministrative or reporting tools (including subscription-based services) in respect for the benefit of the Fund Company; the Company’s organization and its activities offering expenses; expenses incurred in valuing the Company’s assets and computing the Company’s net asset value (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated the cost and expenses of any independent valuation firm); fees and expenses incurred by the Fund Administrator or payable to third parties, including agents, consultants or other advisers, or affiliates of the Adviser or its affiliates Investment Manager in connection with such provision monitoring financial, legal, regulatory, and compliance affairs for the Company and in monitoring the Company’s investments and performing due diligence on the Company’s prospective portfolio companies or otherwise related to, or associated with, evaluating and making investments and in providing administrative services; interest and any other amounts (including without limitation commitment fees, principal payments, outside counsel fees and agent fees) payable on debt, if any, incurred to finance the Company’s investments and other fees and expenses related to the Company’s borrowings; expenses related to unsuccessful portfolio acquisition efforts; offerings of services therebythe Company’s common stock and other securities (including underwriting, placement agent and similar fees and commissions);
(xxi) ; investment advisory fees; third party investor hosting and similar platforms and service providers; administration fees; transfer agent and custodial fees and expenses; federal and state registration fees; all costs of registration and listing the Company’s securities on any securities exchange; foreign, U.S. federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC, the Financial Industry Regulatory Authority or other regulators; costs of any reports, proxy statements or other notices to shareholders (shareholders, including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) ; costs associated with individual or group shareholders;
(xxx) ; the Company’s allocable portion of any fidelity bond, trustees directors’ and officers officers’ errors and omissions liability insurance insurance, and any other insurance premiums;
(xxxi) ; direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying and copying, secretarial and other staff;
(xxxii) fees, independent auditors, third-party investors hosting and similar platforms and service providers, and outside legal costs; expenses associated with shareholder or board meeting meetings; costs of operating any subsidiaries; any indemnification amounts owed by the Company; costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as incurred under any litigation, threatened litigation or indemnification);
(xxxiv) all feesgovernmental regulatory inquiry, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to involving the Fund’s Company, its investment or operating activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTCattorneys’ fees, reportsany judgments, disclosures, filings and notifications prepared settlements or other amounts paid in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament therewith) and of the Council of 8 June 2011 on Alternative Investment Fund Managers all other extraordinary expenses; and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by or allocable to the Company, whether paid by the Company, or the Investment Manager, or the Administrator in connection with administering the FundCompany’s business. Pursuant to business (including without limitation outside counsel, third party valuation, accounting, audit, tax planning, and tax return preparation) and other out-of-pocket expenses and fees), such as the Advisory allocable portion of overhead under this Agreement, with respect to 4(c)(i) above, if actual organization including rent and offering costs incurred exceed 0.10% the allocable portion of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses cost of the Fund for purposes of the FundCompany’s cap on organization General Counsel, Chief Compliance Officer and offering expenses. From time to time, the Adviser, the Administrator or Chief Financial Officer and their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described aboverespective staffs.
Appears in 1 contract
Sources: Administration Agreement (Willow Tree Capital Corp)
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Second Amended and Restated Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) compensation and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. Inc. (“Blackstone”) or any of its affiliates; and
(c) all other expenses of . Excluded from the Fund’s operations and transactions including, without limitation, those relating toallowable reimbursement shall be:
(i) the cost rent or depreciation, utilities, capital equipment, and other administrative items of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”);Administrator; and
(ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the cost Administrator. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Administrator similar to those of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iiia) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees chairman or other financing arrangementsmember of a board of directors, including, but not limited to, the arranging thereof;
(vib) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
executive officers or (viic) costs incurred in connection with the formation those holding 10% or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion more equity interest in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing efforts;
(xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xix) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets toAdministrator, or a merger person having the power to direct or other liquidity transaction with, an entity in which cause the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review direction of the Fund and Administrator, whether through the amount ownership of any judgmentsvoting securities, fines, remediation by contract or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providersotherwise; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.
Appears in 1 contract
Sources: Administration Agreement (Blackstone Private Credit Fund)
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, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities hereunder, except . Except as otherwise specifically provided herein and or otherwise in that certain Investment the Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time Agreement (the “Advisory Agreement”) between the Fund and First Eagle Investment Management, LLC (the “Adviser”) and the Sub-Advisory Agreement (the “Sub-Advisory Agreement”) between the Adviser and First Eagle Alternative Credit, LLC (the “Subadviser” and, together with the Adviser, the “Advisers”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff of the AdviserAdvisers, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus bonuses and benefits, benefits of such personnel and the routine overhead expensesexpenses (including rent, of such personnel office equipment and utilities) allocable to such services, will be provided and paid for by the AdviserAdvisers. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees the Base Management Fee and incentive feesIncentive Fee, to the Adviser, both as defined in, and pursuant to to, the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: :
(i) the Fund’s chief compliance officerChief Compliance Officer, chief financial officer Chief Financial Officer, General Counsel, Head of Legal and Compliance and their respective staffs, which may include personnel at either the Adviser or Subadviser who assist such officers; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and and
(iiiii) any internal audit group personnel of The Blackstone Group L.P. the Advisers or any of its affiliatestheir affiliates providing non-investment related services to the Fund; and
(c) all other expenses of the Fund’s operations operation, administration and transactions including, without limitation, those relating to:
(i) organization and offering expenses associated with any offering and any future issuance of preferred shares (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the cost Fund’s systems and those of participating intermediaries, reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Fund’s organization transfer agent, fees to attend retail seminars sponsored by participating intermediaries and offeringcosts, subject expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors);
(ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors or accounting services providers), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”)), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, transfer agents, dividend agents, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator or its affiliates in the credit-focused business of First Eagle), and other professionals and service providers (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, operations, treasury, valuation, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide legal or tax advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) expenses and fees to provide administrative, operational, accounting, treasury, and valuation services to the Fund or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Fund or affiliates in connection with such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services of the same skill and expertise;
(iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iiiiv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other Fund securities;
(ivv) fees and expenses payable under any dealer intermediary manager and placement agent selected intermediary agreements, if any;
(vvi) debt service interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative and hedging transactions (including interest, fees and related advisory and legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Fund, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vivii) all fees, costs and expenses of any loan servicers servicers, loan agents, and other service providers and of any custodians, lenders, investment banks and other financing sources;
(viiviii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the AdviserAdvisers, or members of its their investment team, or payable to third parties, in identifying, sourcing, evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rightsrights related thereto;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser Advisers to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar paymentspayments and, if necessary, the expenses related to enforcing the Fund’s rights related to any prospective or potential investments that are not ultimately made;
(xii) the allocated costs incurred by the Adviser Advisers and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, loan servicers, agent bank and other bank service fees; private placement feesfees and expenses, commissions, appraisal fees, commitment fees, fees and underwriting costs and commissions, including commissions and other compensation payable to brokers or dealerscosts; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with developing, evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, research, data, technology, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings), any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) dollars and expenses arising out of trade settlements or loan closings (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan agenting and administration, treasury, valuation, travel, meals, accommodations and entertainment, advisory, research, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is Advisers are not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses associated with vehicles related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participate participates in investmentsthe acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of the Advisers or their affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates of First Eagle as lessor in connection therewith));
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing efforts;
(xviixvi) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixvii) independent trusteesTrustees’ fees and expenses expenses, including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trusteesTrustees;
(xixxviii) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory AuthorityAuthority (“FINRA”), U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing costs, and the costs associated with reporting and compliance obligations under the Investment Company 1940 Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xxxix) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser Advisers or its their affiliates in connection with such provision of services thereby);
(xxixx) the costs of preparing and filing any registration statements, reports, prospectuses, proxy statements statements, other documents required by the SEC or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee Trustee meetings;
(xxiixxi) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxivxxii) costs of registration rights granted to certain investors;
(xxvxxiii) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks Advisers lack sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvixxiv) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund Fund, any of its vehicles or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees ; Trustees and officers, officers liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnificationindemnification by the Fund) or extraordinary expense or liability relating to the affairs of the Fund’s affairs;
(xxviixxv) all fees, costs and expenses associated with the Fund’s information, technologyobtaining and maintaining technology (including the costs of any professional service providers), communicationhardware/software, data-acquisition and related communication costs, market and portfolio company data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s Advisers’ or its affiliates their affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, holdings or a combination thereof or other reasonable methods determined by the Administrator))) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by the Advisers and/or their affiliates for technology and data-related services noted herein that are provided to the Fund and/or its portfolio companies (including in connection with prospective investments) such as financial spreading, each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviiixxvi) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDCbusiness development company;
(xxixxxvii) costs associated with individual or group shareholders;
(xxxxxviii) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxixxix) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxiixxx) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxivxxxi) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, ; notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.
Appears in 1 contract
Sources: Administration Agreement (First Eagle Private Credit Fund)
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, salaries, bonus and benefits, rent, utilities, insurance, payroll taxes, bonuses, employee benefits, furnishings, telecommunications and certain information services and certain office expenses, including office supplies and equipment and other similar expenses and the other routine overhead expenses, of such personnel allocable to such services, (individually and collectively, “Overhead”) will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s its operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) Overhead and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer, chief operating officer, chief legal officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. OHA or any of its affiliatesAffiliates (as defined below) providing non-investment related services to the Fund; and
(c) all other expenses of the Fund’s operations operations, administration and transactions including, without limitation, those relating to:
(i) organization and offering fees, costs and expenses associated with this offering (including legal, accounting (including expenses of in-house legal, accounting, tax and other professionals of the cost Adviser, inclusive of their allocated Overhead), printing, mailing, subscription processing and filing fees, costs and expenses (including “blue sky” laws and regulations) and other offering fees, costs and expenses, including fees, costs and expenses associated with technology integration between the Fund’s systems and those of participating intermediaries, diligence expenses of participating intermediaries, fees, costs and expenses in connection with preparing the preparation of the Fund’s organization governing documents, offering memoranda, sales materials and offeringother marketing expenses, subject to a cap of 0.10% design and website fees, costs and expenses, fees, costs and expenses of the Fund’s total capital commitments (“Capital Commitments”escrow agent and transfer agent, fees, costs and expenses to attend retail seminars sponsored by participating intermediaries and fees, costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee);
(ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including, for the cost avoidance of doubt, the Fund’s financial audit, and with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA member state in connection with such Directive (the “AIFMD”)), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator and its affiliates in the credit-focused business of the Adviser), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology, portfolio reconciliation, portfolio compliance and reporting or other services or that are otherwise related to the implementation, maintenance and supervision of the procedures relating to the books and records of the Fund and any personnel related thereto, inclusive of their allocated Overhead (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) fees, costs and expenses for time spent by its in-house attorneys and tax advisors that provide legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) fees, costs and expenses incurred to provide administrative and accounting services to the Fund or its portfolio companies, and fees, costs, expenses and charges incurred directly by the Fund or Affiliates in connection such services (including Overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services of the same skill and expertise, in accordance with the Adviser’s expense allocation policy);
(iii) all fees, costs, expenses of calculating the Fund’s net asset valueNAV, including the cost of any third-party valuation services;
(iiiiv) the cost all fees, costs, expenses of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) the Fund and other securities;
(ivv) fees any fees, costs and expenses payable under any managing dealer manager and placement agent selected intermediary agreements, if any;
(vvi) debt service all interest and fees, costs and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Fund, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vivii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(viiviii) all fees, costs and expenses incurred in connection with the formation or maintenance of entities or vehicles vehicles, including special purpose vehicles, to hold the Fund’s assets for tax or other purposes;
(viiiix) all fees, costs and expenses of derivatives and hedging;
(ixx) all fees, costs and expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(xxi) all fees, costs and expenses (including the allocable portions of compensation Overhead and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xixii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xiixiii) the all allocated fees, costs and expenses incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiiixiv) all brokerage costsfees, costs and expenses, hedging fees, costs and expenses, prime brokerage fees, costs and expenses, custodial fees, costs and expenses, agent bank and other bank service fees, costs and expenses; private placement fees, costs and expenses, commissions, appraisal fees, commitment fees and underwriting fees, underwriting costs and commissionsexpenses; fees, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xivxv) investment costsfees, costs and expenses, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses associated with vehicles related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participate participates in investmentsthe acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of the Adviser or its Affiliates) and/or in connection with the maintenance and operation of such vehicle, or other Overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more Affiliates of the Adviser as lessor in connection therewith));
(xvxvi) all transfer agent, dividend agent and custodial fees;
(xvi) fees , costs and expenses associated with marketing effortsexpenses;
(xvii) all federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xix) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates Affiliates in connection with such provision of services thereby);
(xxi) the all fees, costs and expenses of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee Trustee meetings;
(xxii) all proxy voting fees, costs and expenses;
(xxiii) all fees, costs and expenses associated with an exchange listing (to the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewithextent applicable);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any and all taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all fees, costs and expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvixxv) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees Trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Fund’s affairs;
(xxviixxvi) all fees, costs and expenses associated with the Fund’s information, technologyobtaining and maintaining technology (including any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems such as “Wall Street Office,” “Everest” (Allvue), “Trinity” and similar systems and services, including consultant, software licensing, data management and recovery services fees and any tools, programs, subscriptions or other systems providing market data, analytical, database, news or third-party research or information services and the costs of any related professional service providers), third party or proprietary hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates Affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, holdings or a combination thereof or other reasonable methods determined by the Administrator)) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its Affiliates for data-related services provided to the Fund and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviiixxvii) the all fees, costs and expenses of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.electio
Appears in 1 contract
Sources: Administration Agreement (T. Rowe Price OHA Select Private Credit Fund)
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, paid to the Adviser, Adviser pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensationcompensation (including salaries, bonuses and benefits), overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. the Adviser or any of its affiliates; and
(c) all other expenses of the Fund’s operations operations, administration and transactions includingincluding (which may be directly incurred by the Fund or allocated among the Fund and the Adviser’s other clients), without limitation, those relating to:
(i) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the cost Fund’s systems and those of participating broker-dealers, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Fund’s organization escrow agent and offeringtransfer agent, subject fees to a cap of 0.10% of attend retail seminars sponsored by participating broker-dealers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealers, registered investment advisors or financial or other advisors, but excluding the Fund’s total capital commitments (“Capital Commitments”shareholder servicing fee);
(ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms and compliance consultants), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator or its affiliates in the credit-focused business of Antares), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide transactional legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) expenses and fees to provide administrative and accounting services to the Fund or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Fund or affiliates in connection with such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services);
(iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iiiiv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(ivv) fees and expenses payable under any managing dealer manager and placement agent selected dealer agreements, if any;
(vvi) debt service interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Fund, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vivii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(viiviii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viiiix) costs of derivatives and hedging;
(ixx) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(xxi) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser or its affiliates to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xixii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xiixiii) the allocated costs incurred by Antares Capital Credit Advisers LLC (in its capacity as both the Adviser and and/or the Administrator Administrator) in providing managerial assistance to those portfolio companies that request it;
(xiiixiv) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees, fees and underwriting costs and commissions, including commissions and other compensation payable to brokers or dealerscosts; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xivxv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses associated with vehicles related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participate participates in investmentsthe acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Adviser or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates of Antares Capital Credit Advisers LLC as lessor in connection therewith));
(xvxvi) transfer agent, dividend agent and custodial fees;
(xvixvii) fees and expenses associated with marketing efforts;
(xviixviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xixxx) costs of preparing financial statements and maintaining books and records, costs of ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company 1940 Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xxxxi) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxixxii) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee meetings;
(xxiixxiii) proxy voting expenses;
(xxiiixxiv) costs associated with the Fund’s Shares being listed on a national securities an exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)listing;
(xxivxxv) costs of registration rights granted to certain investors;
(xxvxxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvixxvii) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Fund’s affairs;
(xxviixxviii) all fees, costs and expenses associated with the Fund’s information, technologyobtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, holdings or a combination thereof or other reasonable methods determined by the Administrator)) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its affiliates for data-related services provided to the Fund and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviiixxix) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxixxxx) costs associated with individual or group shareholders;
(xxxxxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxixxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxiixxxiii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiiixxxiv) extraordinary expenses (such as litigation or indemnification);
(xxxivxxxv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings filings; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Fund or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the AIFMD, European Parliament Securities and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.other
Appears in 1 contract
Sources: Administration Agreement (Antares Strategic Credit Fund)
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 obligationsobligations hereunder, including which shall be equal to an amount based on the Fund’s allocable portion (subject to review and approval of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff Board) of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine Administrator’s overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) allocable rent, and the allocable portion of the cost of the Fund’s officers, including a chief compliance executive officer, chief financial officer and chief compliance officer, chief administrative officer, chief legal officer, and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at . To the extent the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or outsources any of its affiliates; andfunctions to third parties, the Fund may pay the fees associated with such functions on a direct basis to such third parties without profit to the Administrator.
b. Unless the Administrator, on the one hand, or Axxes Advisors I LLC (c"the Adviser") or any sub-advisers, on the other, elect to bear or waive any of the following costs (in their sole and absolute discretion), the Fund will bear all other out-of-pocket costs and expenses of the Fund’s its operations and transactions transactions, including, without limitation, those relating to:
(i) the cost of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”)any non-investment related interest expense;
(ii) the cost of calculating the Fund’s net asset value, value and expenses incurred by the Adviser or any sub-adviser in conjunction with the valuation services (including the cost and expenses of any third-party valuation servicesfirms) requested by the Adviser or the Fund;
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and all expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangementsrelated to its investment program, including, but not limited to, expenses borne indirectly through the arranging thereofFund’s investments in subsidiaries or SPVs, all costs and expenses directly related to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in subsidiaries or SPVs (whether or not consummated), and enforcing the Fund’s rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, fees for data and software providers, research expenses, professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and margin fees;
(viiv) all feesthe organization of the Fund, costs and expenses including the organization of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sourcesfeeder fund;
(viiv) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives direct and hedging;
(ix) expenses, including travel, entertainment, lodging and meal indirect expenses, incurred by the Adviser, or members of its investment teamteams, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (rights including, without limitation, (a) travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars(b) origination fees, syndication fees, research costs, due diligence costs, bank service fees and (c) fees and expenses arising out related to the organization or maintenance of trade settlements (including any delayed compensation expenses)intermediate entity used to acquire, hold or dispose of any portfolio company or otherwise facilitating the Fund’s investment activities;
(xivvi) investment costsfees and expenses incurred by the Adviser (and its affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Fund and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Fund’s investments and monitoring investments and portfolio companies on an ongoing basis;
(vii) any and all fees, costs and expenses incurred in evaluatingconnection with the Fund’s incurrence of leverage or other indebtedness, developingincluding, negotiatingbut not limited to, structuringborrowings, tradingdollar rolls, settlingreverse purchase agreements, monitoring credit facilities, securitizations, margin financing and holding actual investments derivatives and swaps, and including any principal or interest on the Fund’s borrowings and indebtedness (including, without limitation, any financingfees, legalcosts, filing, auditing, tax, accounting, complianceand expenses incurred in obtaining lines of credit, loan administrationcommitments, advisoryand letters of credit for the Fund’s account and in making, consultingcarrying, engineering funding and/or otherwise resolving investment guarantees);
(viii) offerings, sales, and repurchases of the Shares and other professional securities;
(ix) fees and expenses payable under this Agreement;
(x) administration fees and expenses, if any, payable under the Administration Agreement;
(xi) fees and expenses based upon the Fund’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including the allocable portion of the compensation of the Fund’s chief executive officer, chief compliance officer, chief financial officer, chief administrative officer, chief legal officer, and their respective staffs;
(xii) costs incurred in connection with investor relations and Board relations;
(xiii) any applicable administrative agent fees or loan arranging fees incurred with respect to the Fund’s portfolio investments by the Adviser, the Administrator, the Sub- Administrator, or an affiliate thereof;
(xiv) any and all fees, costs and expenses incurred in connection therewith (to the extent the Adviser is not reimbursed by a prospective implementing or actual issuer of the applicable investment maintaining third- party or proprietary software tools, programs or other third parties or capitalized as part of technology for the acquisition price of the transaction) Fund’s benefit (including, without limitation, any and any all fees, costs and expenses associated with vehicles through which the Fund directly of any investment, books and records, portfolio compliance and reporting systems, general ledger or indirectly participate in investmentsportfolio accounting systems and similar systems and services, including without limitation, consultant, software licensing, data management and recovery service fees and expenses);
(xv) transfer agent, dividend agent and custodial feesfees and expenses;
(xvi) fees and expenses associated with marketing efforts;
(xvii) federal and state registration fees, franchise including notice filing fees;
(xvii) federal, any stock exchange listing fees state and fees payable to rating agencieslocal taxes;
(xviii) independent trustees’ fees and expenses of the members of the Board who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of the Adviser, any sub- adviser or of the Fund (each, an “Independent Trustee”), including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trusteesIndependent Trustees;
(xix) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with required by the SEC, Financial Industry Regulatory Authority, Inc., U.S. Commodity Futures Trading Commission (“CFTC”) and Commission, or other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities lawsregulators, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser Adviser, any sub-adviser and its their respective affiliates relating to the Fund and its activities;
(xxxvxx) costs of any reports, proxy statements or other notices to shareholders, including printing costs;
(xxi) fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums;
(xxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, tax preparers and outside legal costs;
(xxiii) proxy voting expenses;
(xxiv) all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board to or on account of holders of the securities of the Fund, including travel) in connection with the diligence distribution reinvestment plan or the share repurchase program;
(xxv) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(xxvi) to the extent permitted by the 1940 Act or any exemptive relief obtained thereunder, allocable fees and oversight expenses associated with marketing efforts on behalf of the Fund’s service providers; and
(xxxvixxvii) all other any extraordinary expenses, or those expenses incurred by the Administrator Fund outside of the ordinary course of its business, including, without limitation, costs incurred in connection with administering the Fund’s business. Pursuant to the Advisory Agreementany claim, with respect to 4(c)(i) abovelitigation, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitmentsarbitration, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increasemediation, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees government investigation or similar fees or proceeding, indemnification expenses, and expenses charged directly to an investor in an offering by connection with holding and/or soliciting proxies for a placement agent or similar party will not be considered organization or offering expenses meeting of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to including indemnification expenses as provided for in the cap on organization and offering expenses described aboveFund’s organizational documents.
Appears in 1 contract
Sources: Administration Agreement (Axxes Opportunistic Credit Fund)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, obligations including the FundCompany’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, hereunder except as otherwise provided herein and in that certain Third Amended and Restated Investment Advisory Agreement, by and between the Fund Company and the Adviser, as amended from time to time (the “Advisory Agreement”). Except ) except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund Company anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the FundCompany, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund Company will bear all other costs and expenses of the FundCompany’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the FundCompany’s allocable portion of compensation, overhead (including rent, office equipment and utilities) compensation and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the FundCompany’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the FundCompany; and (iii) any internal audit group personnel of The Blackstone Group L.P. Apollo Global Management, Inc. (“Apollo”) or any of its affiliates; and
(c) all other expenses of . Excluded from the Fund’s operations and transactions including, without limitation, those relating toallowable reimbursement shall be:
(i) the cost rent or depreciation, utilities, capital equipment, and other administrative items of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”);Administrator; and
(ii) the cost of calculating the Fund’s net asset valuesalaries, including the cost of fringe benefits, travel expenses and other administrative items incurred or allocated to any third-party valuation services;
(iii) the cost of effecting any sales and repurchases Controlling Person of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing efforts;
(xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xix) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.term “
Appears in 1 contract
Sources: Administration Agreement (Apollo Debt Solutions BDC)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services Services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities to the Company hereunder. In addition, except under such circumstances, the Company shall reimburse any affiliate of the Administrator for any costs and expenses incurred by such affiliate on behalf of the Administrator in connection with the Administrator’s provision of Services to the Company under this Agreement. Except as otherwise provided herein indicated in this Section 4, the Company will bear all costs and in expenses that are directly and specifically related to its operation, administration and transactions and not specifically assumed by the Company’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory and Management Agreement, dated as of [ ], 2021 by and between the Fund Company and the Adviser, as amended from time to time Adviser (the “Advisory Investment Management Agreement”). Except as specifically provided hereinFurthermore, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund Company will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) its own legal and other expenses incurred in connection with the Company’s formation and organization and the offering of its shares, including external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts (other than any placement fees, which will be borne by the Administrator Adviser directly or pursuant to waivers of the management fee to be paid to the Adviser pursuant to the Investment Management Agreement), up to a maximum aggregate amount of $750,000. In addition to the Management Fee and Incentive Fee (each as defined in performing its administrative obligations under this the Investment Management Agreement) paid pursuant to the Investment Management Agreement, including except as noted above, costs and expenses to be borne by the Company include, but are not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
(i) all costs and expenses with respect to the cost actual or proposed acquisition, financing, holding, monitoring or disposition of the FundCompany’s organization investments, whether such investments are ultimately consummated or not, including, origination fees, syndication fees, due diligence costs, broken deal expenses, bank service fees, fees and offeringexpenses of custodians, transfer agents, consultants, experts, travel expenses incurred for investment-related purposes, outside legal counsel, consultants and accountants, administrator’s fees of third party administrators (subject to a cap of 0.10% of the Fund’s total capital commitments clause (“Capital Commitments”xxiii) clause below) and financing costs (including interest expenses);
(ii) expenses for liability insurance, including officers and independent directors liability insurance, cyber insurance and other insurance (but excluding the cost of calculating liability insurance covering the Fund’s net asset value, including Administrator and its personnel (if any) to the cost of any third-party valuation servicesextent that bearing such expenses would be prohibited by ERISA);
(iii) extraordinary expenses incurred by the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest Company (“Shares”) and other securitiesincluding litigation);
(iv) fees indemnification and contribution expenses payable provided, that the Company will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under any dealer manager and placement agent agreementsapplicable law, including ERISA, if anyapplicable;
(v) debt service (including interest, taxes and other governmental fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereofcharges;
(vi) all administering and servicing and special servicing fees paid to third parties for the Company’s benefit;
(vii) the cost of Company-related operational and accounting software and related expenses;
(viii) cost of software (including the fees of third-party software developers) used by the Adviser and its affiliates to track and monitor the Company’s investments (specifically, cost of software related to data warehousing, portfolio administration/reconciliation, loan pricing and trade settlement attributable to the Company);
(ix) expenses related to the valuation or appraisal of the Company’s investments;
(x) risk, research and market data-related expenses (including software) incurred for the Company’s investments;
(xi) fees, costs and expenses of (including legal fees and expenses) incurred to comply with any loan servicers applicable law, rule or regulation (including regulatory filings such as financial statement filings, ownership filings (Section 16 or Section 13 filings), blue sky filings and other service providers and of any custodiansregistration statement filings, lenders, investment banks and other financing sources;
(viias applicable) costs to which the Company is subject or incurred in connection with any governmental inquiry, investigation or proceeding involving the formation Company; provided that the Company will not bear such fees, costs or maintenance of entities or vehicles expenses to hold the Fund’s assets for tax or other purposesextent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable;
(viiixii) costs associated with the wind-up, liquidation, dissolution and termination of derivatives and hedgingthe Company;
(ixxiii) expensesother legal, including travelcompliance, entertainmentoperating, lodging accounting, tax return preparation and meal expensesconsulting, incurred auditing and administrative expenses in accordance with this Agreement and the Investment Management Agreement and fees for outside services provided to the Company or on the Company’s behalf; provided that if the assets of the Company are treated as “plan assets” for purposes of ERISA, the Company shall not incur such expenses or fees, if such expenses or fees arise in connection with such services, to the extent that they are performed by the Adviser, Administrator (as opposed to any sub-administrator or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing Service Provider appointed by the Fund’s rightsAdministrator);
(xxiv) expenses of the Board of Directors of the Company (including the allocable portions reasonable costs of compensation legal counsel, accountants, financial advisors and/or such other advisors and consultants engaged by the Board of Directors of the Company, as well as travel and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser related to the extent such expenses relate to attendance by directors at meetings of the Board of Trustees or any committees thereofDirectors of the Company), to the extent permitted under applicable law, including ERISA, if applicable;
(xixv) all fees, costs and expenses, if any, incurred by annual or on behalf special meetings of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
stockholders of the Company (xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses“Shareholders”);
(xivxvi) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which preparing, filing and delivering to Shareholders periodic and other reports and filings required under federal securities laws as a result of the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing effortsCompany’s status as a BDC;
(xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agenciesongoing Company offering expenses;
(xviii) independent trustees’ federal and state registration fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at pertaining to the discretion or for the benefit of, the independent trusteesCompany;
(xix) costs of preparing financial statements Company-related proxy statements, Shareholders’ reports and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoingnotices;
(xx) all fees, costs and expenses associated with obtaining fidelity bonds as required by the 1940 Act and Section 412 of ERISA;
(xxi) printing, mailing and all other similar direct expenses relating to the Company;
(xxii) expenses incurred in preparation for or in connection with (or otherwise relating to) any initial public offering or other debt or equity offering conducted by the Company, including but not limited to external legal and issuance accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts; and
(xxiii) only to the extent (i) “benefit plan investors”, as defined in Section 3(42) of ERISA and any regulations promulgated thereunder, hold less than 25% of the FundCompany’s periodic reports shares, or (ii) the Company’s shares are listed on a national securities exchange, the Company’s allocable portion of overhead, including office equipment and related statements (e.g.supplies, financial statements rent and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect the Company’s allocable portion of the Fund compensation paid to accounting, compliance and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated administrative staff employed by the Fund or the Adviser or its affiliates in connection with such provision of who provide services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or Company necessary for its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfoliooperation, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bondrelated taxes, trustees and officers errors and omissions liability health insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s businessbenefits. Pursuant to the Advisory Investment Management Agreement, investment-related expenses with respect to 4(c)(iinvestments in which the Company invests together with one or more parallel funds (or co-investment vehicles) above, shall generally be allocated among all such entities on the basis of capital invested by each such entity into the relevant investment; provided that if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital CommitmentsAdviser reasonably believes that such allocation method would produce an inequitable result to any such entity, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further allocate such expenses among such entities in any other manner that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor believes in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights good faith to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization fair and offering expenses described aboveequitable.
Appears in 1 contract
Sources: Administration Agreement (Commonwealth Credit Partners BDC I, Inc.)
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, paid to the Adviser, Adviser pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, salaries, bonuses, benefits, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. HPS Investment Partners, LLC or any of its affiliates; provided, that such expenses shall exclude, for the avoidance of doubt, (1) rent or depreciation, utilities, capital equipment and other administrative items of the Administrator, and (2) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any “Controlling Person” (as defined in the North American Securities Administrators Association’s Omnibus Guidelines Statement of Policy, as amended from time to time) of the Administrator; and
(c) all other expenses of the Fund’s operations operations, administration and transactions including, without limitation, those relating to:
(i) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the cost Fund’s systems and those of the Fund’s organization participating broker-dealers, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and offeringitemized invoices, subject to a cap of 0.10% costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Fund’s total capital commitments (“Capital Commitments”escrow agent and transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealers, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee);
(ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator or its affiliates in the credit-focused business of HPS Investment Partners, LLC), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide transactional legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) expenses and fees to provide administrative and accounting services to the Fund or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Fund or affiliates in connection with such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services);
(iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iiiiv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(ivv) fees and expenses payable under any dealer manager and placement agent selected dealer agreements, if any;
(vvi) debt service interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Fund, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vivii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(viiviii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viiiix) costs of derivatives and hedging;
(ixx) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(xxi) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser or its affiliates to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xixii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xiixiii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiiixiv) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees, fees and underwriting costs and commissions, including commissions and other compensation payable to brokers or dealerscosts; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xivxv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses associated with vehicles related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participate participates in investmentsthe acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Adviser or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates of HPS Investment Partners, LLC as lessor in connection therewith));
(xvxvi) transfer agent, dividend agent and custodial fees;
(xvixvii) fees and expenses associated with marketing efforts;
(xviixviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xixxx) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xxxxi) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxixxii) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee Trustee meetings;
(xxiixxiii) proxy voting expenses;
(xxiiixxiv) costs associated with the Fund’s Shares being listed on a national securities an exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)listing;
(xxivxxv) costs of registration rights granted to certain investors;
(xxvxxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvixxvii) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Fund’s affairs;
(xxviixxviii) all fees, costs and expenses associated with the Fund’s information, technologyobtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, holdings or a combination thereof or other reasonable methods determined by the Administrator)) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its affiliates for data-related services provided to the Fund and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviiixxix) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxixxxx) costs associated with individual or group shareholders;
(xxxxxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxixxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxiixxxiii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiiixxxiv) extraordinary expenses (such as litigation or indemnification);
(xxxivxxxv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings filings; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Fund or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.th
Appears in 1 contract
Sources: Administration Agreement (HPS Corporate Lending Fund)
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Second Amended and Restated Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. Inc. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
(i) the cost of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”);
(ii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing efforts;
(xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xix) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.
Appears in 1 contract
Sources: Administration Agreement
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
(i) the cost of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”);
(ii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a ▇ prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing efforts;
(xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xix) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.
Appears in 1 contract
Sources: Administration Agreement
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, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities hereunder.
(b) The Fund will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Fund’s investment adviser (the “Adviser”), except as otherwise provided herein pursuant to the Second Amended and in that certain Restated Investment Advisory and Management Agreement, dated as of May 25, 2023, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, Costs and expenses to be borne by the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, includinginclude, but are not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
(i) the cost “organization and offering expenses” of the Fund’s organization and Fund associated with this offering, subject to a cap of 0.10% as provided for in Conduct Rule 2310(a)(12) of the Fund’s total capital commitments (“Capital Commitments”)Financial Industrial Regulatory Authority, but excluding any shareholder servicing and/or distribution fees;
(ii) the cost of calculating the Fund’s net asset value, value (including the cost and expenses of any third-party independent valuation firms or pricing services);
(iii) expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Fund and in monitoring the Fund’s investments (including the cost of effecting any sales consultants hired to develop information technology systems designed to monitor the Fund’s investments) and repurchases performing due diligence on its prospective portfolio companies;
(iv) interest payable on debt, if any, incurred to finance the Fund’s investments;
(v) offerings of the Fund’s common shares of beneficial interest (“Shares”) and the Fund’s other securities;
(ivvi) fees the costs of effecting any repurchases of the Shares and expenses payable under any dealer manager and placement agent agreementsthe Fund’s other securities, if any;
(vvii) debt service (investment advisory fees, including interest, management fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all incentive fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs incurred in connection with payable under the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposesAdvisory Agreement;
(viii) costs of derivatives and hedgingadministration fees, if any, payable under this Agreement;
(ix) expensesfees payable, including travelif any, entertainment, lodging under any intermediary manager or selected intermediary agreements;
(x) shareholder servicing and/or distribution fees payable under the Fund’s Distribution and meal expenses, incurred by Shareholder Servicing Plan adopted pursuant to Rule 12b-1 under the Adviser, or members of its investment team, or 1940 Act;
(xi) fees payable to third parties, in evaluatingincluding agents, developingconsultants or other advisors, negotiatingrelating to, structuring or associated with, evaluating and performing due diligence on prospective portfolio companies, including such expenses related to potential making investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser payments to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar paymentsthird party vendors for financial information services);
(xii) the allocated costs incurred by the Adviser transfer agent, escrow agent and the Administrator in providing managerial assistance to those portfolio companies that request itcustodial fees and expenses;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing efforts;
(xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixiv) all costs of registration and listing the Fund’s Shares or any other securities on any securities exchange;
(xv) federal, state and local taxes;
(xvi) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xixxvii) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with required by governmental bodies (including the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and any agency administering the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation laws of professionals responsible for the foregoinga state;
(xxxviii) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (shareholders, including printing and mailing other related costs) and the costs of any Shareholder or trustee meetings;
(xxiixix) proxy voting expensescommissions and other compensation payable to brokers or dealers;
(xxiiixx) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all allocable portion of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums;
(xxxixxi) outside legal expenses;
(xxii) accounting expenses (including fees and disbursements and expenses related to the audit of the Fund and the preparation of the Fund’s tax information);
(xxiii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying cellular phone and secretarial and other staff;
(xxxii) feesdata service, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulationscopying, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providersstaff; and
(xxxvixxiv) all other expenses incurred by the Fund or the Administrator in connection with administering the Fund’s business. Pursuant to business (including payments under this Agreement based upon the Advisory Fund’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, with respect to 4(c)(iincluding rent (if office space is provided by the Administrator) above, if actual organization and offering costs incurred exceed 0.10% the allocable portion of the cost of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization officers and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering their respective staffs (including travel expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above)).
Appears in 1 contract
Sources: Administration Agreement (Ares Strategic Income Fund)
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, including the Fund’s allocable portion of the overhead, costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the AdviserFund’s investment advisory agreement with its investment adviser, as amended from time to time (the “Advisory Agreement”). .
(b) Except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ai) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(bii) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) compensation and other expenses (including travel expenses) incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (ix) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (iiy) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iiiz) any internal audit group personnel of The Blackstone Group L.P. the Administrator or any of its affiliates; and
(ciii) all other expenses of the Fund’s operations operations, administration and transactions including, without limitation, those relating to:
(i1) organization and offering expenses associated with the cost offering of the Fund’s organization common shares of beneficial interest (including legal, accounting, printing, mailing, subscription processing and offeringfiling fees and expenses and other offering expenses, subject to a cap of 0.10% including costs associated with technology integration between the Fund’s systems and those of the Fund’s total capital commitments participating broker-dealers/intermediaries, reasonable bona fide due diligence expenses of participating broker-dealers/intermediaries supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Fund’s escrow agent and transfer agent, fees to attend retail seminars sponsored by participating broker-dealers/intermediaries and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealers/intermediaries, registered investment advisers or financial or other advisers, but excluding the shareholder servicing fee);
(“Capital Commitments”2) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisers (including tax advisers), administrators, auditors, investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisers, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Adviser, the Administrator, or their affiliates), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisers that provide transactional legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) expenses and fees to provide administrative and accounting services to the Fund or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Fund or affiliates in connection such services, in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services;
(ii3) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services, and the allocated costs incurred by the Adviser or its affiliates in connection with determining the fair value of the Fund’s portfolio investments;
(iii4) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv5) fees and expenses payable under any managing dealer manager and placement agent selected intermediary agreements, if any;
(v6) debt service interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Fund, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vi7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) 8) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii9) costs of derivatives and hedging;;
(ix10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, Adviser or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x11) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser or its affiliates to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi12) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, excluding advisory services provided by the Adviser contemplated herein, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xii13) the allocated costs incurred by the Adviser and the Administrator or its affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(xiii14) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees, fees and underwriting costs and commissions, including commissions and other compensation payable to brokers or dealerscosts; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv15) investment costs, including all excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (related to the extent the Adviser is not reimbursed by a prospective organization or actual issuer maintenance of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles vehicle through which the Fund directly or indirectly participate participates in investmentsthe acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(xv16) transfer agent, dividend agent and custodial fees;
(xvi17) fees and expenses associated with marketing efforts;
(xvii18) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii19) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors advisers retained by, or at the discretion or for the benefit of, the independent trustees;
(xix20) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx21) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or Fund, the Adviser or its affiliates in connection with such provision of services thereby);
(xxi22) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee Trustee meetings;
(xxii23) proxy voting expenses;
(xxiii24) costs associated with the Fund’s Shares being listed on a national securities an exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)listing;
(xxiv25) costs of registration rights granted to certain investors, if any;
(xxv26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi27) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Fund’s affairs;;
(xxvii28) all fees, costs and expenses associated with the Fund’s informationinformation and data technology systems including the Fund’s allocable portion of the fees, technology, communication, market data costs and research (including news and quotation equipment and services and including costs allocated by expenses associated with the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices information and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizationsdata technology systems;
(xxviii29) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDCinvestments;
(xxix30) costs associated with individual or group shareholders;
(xxx31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii33) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii34) extraordinary expenses (such as litigation or indemnification);
(xxxiv35) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings filings; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Fund or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament Securities and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its affiliates relating to the Fund, and their activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund including those pursuant to applicable disclosure laws and expenses relating to FOIA requests, but excluding, for the avoidance of doubt, any expenses incurred for general compliance and regulatory matters that are not related to the Fund and its activities;
(xxxv36) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers;
(37) costs and expenses, including travel, meals, accommodations, entertainment and other similar expenses, incurred by the Adviser or its affiliates for meetings with existing investors and any broker-dealers/intermediaries, registered investment advisers, financial and other advisers representing such existing investors; and
(xxxvi38) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i
(c) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their respective affiliates may pay third-party providers of goods or services. The Unless such expenses are specifically assumed by the Adviser, Administrator or their affiliates under this Agreement or the Advisory Agreement, the Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or and the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject .
(d) Costs and expenses of the Adviser and the Administrator that are eligible for reimbursement by the Fund will be reasonably allocated to the cap Fund on organization and offering expenses described abovethe basis of time spent (including on an estimated basis), assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.
Appears in 1 contract
Sources: Administration Agreement (Monroe Capital Enhanced Corporate Lending Fund)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund shall reimburse the Administrator for the reasonable costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the reasonable costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided hereinbelow, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, rent, utilities, insurance, payroll taxes, bonuses, employee benefits, furnishings, telecommunications and certain information services and certain office expenses, including office supplies and equipment and other similar expenses and the other routine overhead expenses, of such personnel allocable to such services, (individually and collectively, “Overhead”) will be provided and paid for by the Adviser. The Fund will bear all other reasonable costs and expenses of the Fund’s its operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) Overhead and other expenses incurred by the Administrator in performing its administrative obligations under this the Administration Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer, chief operating officer and their respective staffs; (ii) investor relations, legal, operations operations, treasury and any other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. OHA or any of its affiliatesAffiliates (as defined below) providing non-investment related services to the Fund; and
(c) all other expenses of the Fund’s operations operations, administrations and transactions including, without limitation, those relating to:
(i) organization and offering fees, costs and expenses associated with this offering (including legal, accounting (including expenses of in-house legal, accounting, tax and other professionals of the cost Adviser, inclusive of their allocated Overhead), printing, mailing, subscription processing and filing fees costs and expenses (including “blue sky” laws and regulations) and other offering fees costs and expenses, including fees, costs and expenses associated with technology integration between the Fund’s systems and those of participating intermediaries, diligence expenses of participating intermediaries, fees, costs and expenses in connection with preparing the preparation of the Fund’s organization governing documents, offering memoranda, sales materials and offeringother marketing expenses, subject to a cap of 0.10% design and website fees, costs and expenses, fees, costs and expenses of the Fund’s total capital commitments (“Capital Commitments”)transfer agent, fees, costs and expenses to attend retail seminars sponsored by participating intermediaries and fees, costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors;
(ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including, for the cost avoidance of doubt, the Fund’s financial audit, and with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA member state in connection with such Directive (the “AIFMD”)), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Adviser), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology, portfolio reconciliation, portfolio compliance and reporting or other services or that are otherwise related to the implementation, maintenance and supervision of the procedures relating to the books and records of the Fund and any personnel related thereto, inclusive of their allocated Overhead (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) fees, costs and expenses for time spent by its in-house attorneys and tax advisors that provide legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) fees, costs and expenses incurred to provide administrative and accounting services to the Fund or its portfolio companies, and fees, costs, expenses and charges incurred directly by the Fund or its Affiliates in connection such services (including Overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services of the same skill and expertise, in accordance with the Adviser’s expense allocation policy);
(iii) all fees, costs, expenses of calculating the Fund’s net asset valueNAV, including the cost of any third-party valuation services;
(iiiiv) the cost all fees, costs, expenses of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) the Fund and other securities;
(ivv) fees and any fees, costs, expenses payable under any managing dealer manager and placement agent selected intermediary agreements, if any;
(vvi) debt service all interest and fees, costs and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Fund, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vivii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(viiviii) all fees, costs and expenses incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viiiix) all fees, costs and expenses of derivatives and hedging;
(ixx) all fees, costs and expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(xxi) all fees, costs and expenses (including the allocable portions of compensation Overhead and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xixii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xiixiii) the all allocated fees, costs and expenses incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiiixiv) all brokerage costsfees, costs and expenses, hedging fees, costs and expenses, prime brokerage fees, costs and expenses, custodial fees, costs and expenses, agent bank and other bank service fees, costs and expenses; private placement fees, costs and expenses, commissions, appraisal fees, commitment fees and underwriting fees, underwriting costs and commissionsexpenses; fees, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xivxv) investment costsfees, costs and expenses, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses associated with vehicles related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participate participates in investmentsthe acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of the Adviser or its Affiliates) and/or in connection with the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more Affiliates of the Adviser as lessor in connection therewith));
(xvxvi) all transfer agent, dividend agent and custodial fees;
(xvi) fees , costs and expenses associated with marketing effortsexpenses;
(xvii) all federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii) independent trusteesBoard members’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trusteesBoard members;
(xix) costs of preparing financial statements and maintaining books and records, costs of ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates Affiliates in connection with such provision of services thereby);
(xxi) the all fees, costs and expenses of any reports, proxy statements or other notices to shareholders members (including printing and mailing costs) and the costs of any Shareholder or trustee Board member meetings;
(xxii) all proxy voting fees, costs and expenses;
(xxiii) all fees, costs and expenses associated with an exchange listing (to the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewithextent applicable);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any and all taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all fees, costs and expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvixxv) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees Board members and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Fund’s affairs;
(xxviixxvi) all fees, costs and expenses associated with the Fund’s information, technologyobtaining and maintaining technology (including any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems such as “Wall Street Office,” “Everest” (Allvue), “Trinity” and similar systems and services, including consultant, software licensing, data management and recovery services fees and any tools, programs, subscriptions or other systems providing market data, analytical, database, news or third-party research or information services and the costs of any related professional service providers), third party or proprietary hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates Affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, holdings or a combination thereof or other reasonable methods determined by the Administrator)) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its Affiliates for data-related services provided to the Fund and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviiixxvii) the all fees, costs and expenses of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxivxxviii) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures associated with individual or group investors in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxvxxix) all insurance fees, costs and expenses (including travel) in connection with the diligence fidelity bond, Board members and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization officers errors and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.omissions
Appears in 1 contract
Sources: Administration Agreement (OHA Senior Private Lending Fund (U) LLC)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities hereunder. The Company will bear all costs and expenses incurred in its organization, except as otherwise provided herein operation, administration and in transactions and not specifically assumed by Oaktree Capital Management, L.P. (the “Adviser”), pursuant to that certain Investment Advisory Agreement, by and between the Fund and the Adviserdated as of July 9, as amended from time to time 2018 (the “Investment Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals Costs and staff of the Adviser, when and expenses to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for borne by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, includingCompany include, but are not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
: (i) the cost of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”);
(ii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(via) all costs, fees, costs expenses and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs liabilities incurred in connection with the formation or maintenance and organization of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs Company and the offering and sale of derivatives and hedging;
(ix) expensesthe Common Stock, including travel, entertainment, lodging and meal expenses, incurred expenses of registering or qualifying securities held by the AdviserCompany for sale and blue sky filing fees; (b) diligence and monitoring of the Company’s financial, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring regulatory and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummatedlegal affairs, and, if necessary, enforcing rights in respect of investments (to the Fundextent an investment opportunity is being considered for the Company and any other funds or accounts managed by the Adviser or its affiliates, the Adviser’s rights;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses related to the due diligence for such as travel expensesinvestment will be shared with such other funds and accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other funds and accounts); (c) or an appropriate portion thereof the cost of employees calculating the Company’s Net Asset Value (including third-party valuation firms); (d) the cost of effecting sales and repurchases of shares of the Adviser Company’s Common Stock and other securities; (e) Management and Incentive Fees payable pursuant to the extent such Investment Advisory Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) retainer, finder’s, placement, adviser, consultant, custodian, sub-custodian, transfer agent, trustee, disbursal, brokerage, registration, legal and other similar fees, commissions and expenses relate attributable to making or holding investments; (h) fees and expenses associated with marketing efforts (including travel and attendance at meetings of the Board of Trustees or any committees thereof;
investment conferences and similar events); (xii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated allocable out-of-pocket costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
; (xiiij) all brokerage costs, prime brokerage fees, custodial expenses, agent bank interest and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers on or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments any indebtedness; (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing efforts;
(xviik) federal and state registration fees, franchise fees, fees and other governmental charges; (l) any stock exchange listing fees fees; (m) federal, state and fees payable to rating agencies;
local taxes; (xviiin) independent trusteesdirectors’ fees and expenses including reasonable travelexpenses; (o) brokerage commissions; (p) costs of proxy statements, entertainment, lodging stockholders’ reports and meal expenses, notices and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
regulatory reporting expenses; (xixq) costs of preparing financial statements government filings, including periodic and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing current reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission ; (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxxr) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
; (xxxis) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying independent accountants and secretarial and other staff;
outside legal costs; (xxxiit) fees, costs and expenses of winding up and liquidating liquidation; (u) litigation, indemnification and other extraordinary or non-recurring expenses; (v) dues, fees and charges of any trade association of which the Fund’s assets;
Company is a member; (xxxiiiw) extraordinary research and software expenses, quotation equipment and services and other expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared incurred in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activitiesdata services, including any noticessubscription costs, reports and/or filings required under The Directive 2011/61/EU of the European Parliament providing real-time price feeds, real-time news feeds, securities and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulationscompany information, and other regulatory filings, notices or disclosures of the Adviser relating company fundamental data attributable to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
such investments; (xxxvx) costs and expenses relating to investor reporting and communications; (including travely) all costs, expenses, fees and liabilities incurred in connection with a Liquidity Event (as defined below); (z) all other out-of-pocket expenses, fees and liabilities that are incurred by the diligence and oversight Company or by the Adviser on behalf of the FundCompany or that arise out of the operation and activities of the Company, including expenses related to organizing and maintaining persons through or in which investments may be made and the allocable portion of any Adviser costs, including personnel, incurred in connection therewith; (aa) accounting expenses, including expenses associated with the preparation of the financial statements and tax information reporting returns of the Company and the filing of various tax withholding forms and treaty forms by the Company; (bb) the allocable portion of the compensation of the Company’s service providersChief Financial Officer and Chief Compliance Officer and their respective staffs; and
and (xxxvicc) all other expenses incurred by the Administrator, an affiliate of the Administrator or the Company in connection with administering the FundCompany’s business. Pursuant , including payments under this Agreement to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof affiliate in an amount equal to the Company’s allocable portion of overhead and other expenses incurred by the Administrator or such affiliate in performing its obligations and services under this Agreement, such as rent and the Company’s allocable portion of the cost of personnel attributable to performing such obligations and services, including, but not limited to, marketing, legal and other services performed by the Administrator or such affiliate for any such amounts paid on the Fund’s behalfCompany. From time to timeFor the avoidance of doubt, the Adviser or Company will bear its allocable portion of the costs of the compensation, benefits, and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All an affiliate) who assist with the preparation, coordination, and administration of the foregoing expenses will ultimately be borne or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Fund’s shareholdersAdviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, subject on an estimated basis, to the cap business and affairs of the Company and in acting on organization behalf of the Company). Additionally, the Company bears all of the costs and offering expenses described aboveof any sub-administration agreements that the Administrator enters into.
Appears in 1 contract
Sources: Administration Agreement (Oaktree Strategic Income II, Inc.)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, obligations including the FundCompany’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided hereinherein or otherwise in the Investment Management Agreement between the Company and the Adviser (the “Investment Management Agreement”), the Fund Company anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the FundCompany, and the base compensation, and bonus and benefits, and the routine overhead expenses, benefits of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund Company will bear all other costs and expenses of the FundCompany’s operations, administration and transactions, including, but not limited to:
(a1) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Investment Management Agreement;
(b2) the FundCompany’s allocable portion of compensation, overhead (including rent, office equipment and utilities) compensation and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the FundCompany’s chief compliance officer, chief financial officer officer, general counsel and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the FundCompany; and (iii) any internal audit group personnel of The Blackstone Group L.P. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or any of its affiliatesaffiliates providing non-investment related services to the Company; and
(c3) all other expenses of the FundCompany’s operations operations, administrations and transactions including, without limitation, those relating to:
(i) organization and offering expenses associated with the cost offering of securities (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Company’s systems and those of participating intermediaries, reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the FundCompany’s organization transfer agent, fees to attend retail seminars sponsored by participating intermediaries and offeringcosts, subject expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to a cap of 0.10% of meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding the Fund’s total capital commitments (“Capital Commitments”shareholder servicing fee);
(ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators and sub-administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by ▇▇▇▇▇▇ ▇▇▇▇▇▇), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Company if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide legal advice and/or services to the Company or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Company and (y) expenses and fees to provide administrative and accounting services to the Company or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Company or affiliates in connection such services, in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Company or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services of the same skill and expertise);
(iii) the cost of calculating the FundCompany’s net asset value, including the cost of any third-party valuation services;
(iiiiv) the cost of effecting any sales and repurchases of the FundCompany’s common shares of beneficial interest (“Shares”) and other securities;
(ivv) fees and expenses payable under any dealer intermediary manager and placement agent selected intermediary agreements, if any;
(vvi) debt service interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Company, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vivii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(viiviii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the FundCompany’s assets for tax or other purposes;
(viiiix) costs of derivatives and hedging;
(ixx) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the FundCompany’s rights;
(xxi) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xixii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund Company in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, excluding advisory services provided by the Adviser contemplated herein, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xiixiii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiiixiv) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees, fees and underwriting costs and commissions, including commissions and other compensation payable to brokers or dealerscosts; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xivxv) investment costs, including all excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (related to the extent the Adviser is not reimbursed by a prospective organization or actual issuer maintenance of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles vehicle through which the Fund Company directly or indirectly participate participates in investmentsthe acquisition, holding and/or disposition of investments or which otherwise facilitate the Company’s investment activities;
(xvxvi) transfer agent, dividend agent and custodial fees;
(xvixvii) fees and expenses associated with marketing efforts;
(xviixviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xixxx) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xxxxi) all fees, costs and expenses associated with the preparation and issuance of the FundCompany’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund Company and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund Company or the Adviser or its affiliates in connection with such provision of services thereby);
(xxixxii) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee Trustee meetings;
(xxiixxiii) proxy voting expenses;
(xxiiixxiv) costs associated with the Fund’s Shares being listed on a national securities an exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)listing;
(xxivxxv) costs of registration rights granted to certain investors;
(xxvxxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund Company and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund Company and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvixxvii) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund Company, any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairsaffairs of the Company;
(xxviixxviii) all fees, costs and expenses associated with the FundCompany’s information, technology, communication, market information and data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizationstechnology systems;
(xxviiixxix) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDCinvestments;
(xxixxxx) costs associated with individual or group shareholders;
(xxxxxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxixxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxiixxxiii) all fees, costs and expenses of winding up and liquidating the FundCompany’s assets;
(xxxiiixxxiv) extraordinary expenses (such as litigation or indemnification);
(xxxivxxxv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings filings; notices or disclosures related to the FundCompany’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Company or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund Company engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the AIFMD, European Parliament Securities and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund Company and its affiliates relating to the Company, and their activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund Company including those pursuant to applicable disclosure laws and expenses relating to FOIA requests, but excluding, for the avoidance of doubt, any expenses incurred for general compliance and regulatory matters that are not related to the Company and its activities;
(xxxvxxxvi) costs and expenses (including travel) in connection with the diligence and oversight of the FundCompany’s service providers;
(xxxvii) costs and expenses, including travel, meals, accommodations, entertainment and other similar expenses, incurred by the Adviser or its affiliates for meetings with existing investors and any intermediaries, registered investment advisors, financial and other advisors representing such existing investors; and
(xxxvixxxviii) all other expenses incurred by the Administrator in connection with administering the FundCompany’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund Company will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the FundCompany’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the FundCompany’s shareholders, subject . Costs and expenses of the Administrator and the Adviser that are eligible for reimbursement by the Company will be reasonably allocated to the cap Company on organization and offering expenses described abovethe basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.
Appears in 1 contract
Sources: Administration Agreement (AG Twin Brook Capital Income Fund)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services Services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities to the Company hereunder. In addition, except under such circumstances, the Company shall reimburse any affiliate of the Administrator for any costs and expenses incurred by such affiliate on behalf of the Administrator in connection with the Administrator’s provision of Services to the Company under this Agreement. Except as otherwise provided herein indicated in this Section 4, the Company will bear all costs and in expenses that are directly and specifically related to its operation, administration and transactions and not specifically assumed by the Company’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory and Management Agreement, dated as of [•], 2019 by and between the Fund Company and the Adviser, as amended from time to time Adviser (the “Advisory Investment Management Agreement”). Except as specifically provided hereinFurthermore, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund Company will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) its own legal and other expenses incurred in connection with the Company’s formation and organization and the offering of its shares, including external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts (other than any placement fees, which will be borne by the Administrator in performing its administrative obligations under this Adviser directly or pursuant to waivers of the management fee to be paid to the Adviser pursuant to the Investment Management Agreement), up to a maximum aggregate amount of $1 million. In addition to the management fees paid pursuant to the Investment Management Agreement, including except as noted above, costs and expenses to be borne by the Company include, but are not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
(i) all costs and expenses with respect to the cost actual or proposed acquisition, financing, holding, monitoring or disposition of the FundCompany’s organization investments, whether such investments are ultimately consummated or not, including, origination fees, syndication fees, due diligence costs, broken deal expenses, bank service fees, fees and offeringexpenses of custodians, transfer agents, consultants, experts, travel expenses incurred for investment-related purposes, outside legal counsel, consultants and accountants, administrator’s fees of third party administrators (subject to a cap of 0.10% of the Fund’s total capital commitments clause (“Capital Commitments”xxiii) clause below) and financing costs (including interest expenses);
(ii) expenses for liability insurance, including officers and independent directors liability insurance, cyber insurance and other insurance (but excluding the cost of calculating liability insurance covering the Fund’s net asset value, including Administrator and its personnel (if any) to the cost extent that the assets of any third-party valuation servicesthe Company are treated as “plan assets” for purposes of ERISA);
(iii) extraordinary expenses incurred by the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest Company (“Shares”) and other securitiesincluding litigation);
(iv) fees indemnification and contribution expenses payable provided, that the Company will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under any dealer manager and placement agent agreementsapplicable law, including ERISA, if anyapplicable;
(v) debt service (including interest, taxes and other governmental fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereofcharges;
(vi) all administering and servicing and special servicing fees paid to third parties for the Company’s benefit;
(vii) the cost of Company-related operational and accounting software and related expenses;
(viii) cost of software (including the fees of third-party software developers) used by the Adviser and its affiliates to track and monitor the Company’s investments (specifically, cost of software related to data warehousing, portfolio administration/reconciliation, loan pricing and trade settlement attributable to the Company);
(ix) expenses related to the valuation or appraisal of the Company’s investments;
(x) risk, research and market data-related expenses (including software) incurred for the Company’s investments;
(xi) fees, costs and expenses of (including legal fees and expenses) incurred to comply with any loan servicers applicable law, rule or regulation (including regulatory filings such as financial statement filings, ownership filings (Section 16 or Section 13 filings), blue sky filings and other service providers and of any custodiansregistration statement filings, lenders, investment banks and other financing sources;
(viias applicable) costs to which the Company is subject or incurred in connection with any governmental inquiry, investigation or proceeding involving the formation Company; provided that the Company will not bear such fees, costs or maintenance of entities or vehicles expenses to hold the Fund’s assets for tax or other purposesextent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable;
(viiixii) costs associated with the wind-up, liquidation, dissolution and termination of derivatives and hedgingthe Company;
(ixxiii) expensesother legal, including traveloperating, entertainmentaccounting, lodging tax return preparation and meal expensesconsulting, incurred auditing and administrative expenses in accordance with this Agreement and the Investment Management Agreement and fees for outside services provided to the Company or on the Company’s behalf; provided that if the assets of the Company are treated as “plan assets” for purposes of ERISA, the Company shall not incur such expenses or fees, if such expenses or fees arise in connection with such services, to the extent that they are performed by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rightsAdministrator;
(xxiv) expenses of the Board of Directors of the Company (including the allocable portions reasonable costs of compensation legal counsel, accountants, financial advisors and/or such other advisors and consultants engaged by the Board of Directors of the Company, as well as travel and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser related to the extent such expenses relate to attendance by directors at meetings of the Board of Trustees or any committees thereofDirectors of the Company), to the extent permitted under applicable law, including ERISA, if applicable;
(xixv) all fees, costs and expenses, if any, incurred by annual or on behalf special meetings of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
stockholders of the Company (xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses“Shareholders”);
(xivxvi) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which preparing, filing and delivering to Shareholders periodic and other reports and filings required under federal securities laws as a result of the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing effortsCompany’s status as a BDC;
(xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agenciesongoing Company offering expenses;
(xviii) independent trustees’ federal and state registration fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at pertaining to the discretion or for the benefit of, the independent trusteesCompany;
(xix) costs of preparing financial statements Company-related proxy statements, Shareholders’ reports and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoingnotices;
(xx) all fees, costs and expenses associated with obtaining fidelity bonds as required by the 1940 Act and Section 412 of ERISA;
(xxi) printing, mailing and all other similar direct expenses relating to the Company;
(xxii) expenses incurred in preparation for or in connection with (or otherwise relating to) any initial public offering or other debt or equity offering conducted by the Company, including but not limited to external legal and issuance accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts; and
(xxiii) only to the extent (i) “benefit plan investors”, as defined in Section 3(42) of ERISA and any regulations promulgated thereunder, hold less than 25% of the FundCompany’s periodic reports shares, or (ii) the Company’s shares are listed on a national securities exchange, the Company’s allocable portion of overhead, including office equipment and related statements (e.g.supplies, financial statements rent and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect the Company’s allocable portion of the Fund compensation paid to accounting, compliance and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated administrative staff employed by the Fund or the Adviser or its affiliates in connection with such provision of who provide services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or Company necessary for its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfoliooperation, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bondrelated taxes, trustees and officers errors and omissions liability health insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s businessbenefits. Pursuant to the Advisory Investment Management Agreement, investment-related expenses with respect to 4(c)(iinvestments in which the Company invests together with one or more parallel funds (or co-investment vehicles) above, shall generally be allocated among all such entities on the basis of capital invested by each such entity into the relevant investment; provided that if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital CommitmentsAdviser reasonably believes that such allocation method would produce an inequitable result to any such entity, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further allocate such expenses among such entities in any other manner that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor believes in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights good faith to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization fair and offering expenses described aboveequitable.
Appears in 1 contract
Sources: Administration Agreement (NMF Senior Loan Fund I, Inc.)
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, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities hereunder.
(b) The Fund will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Fund’s investment adviser (the “Adviser”), except as otherwise provided herein pursuant to the Second Amended and in that certain Restated Investment Advisory and Management Agreement, dated as of May 25, 2023, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, Costs and expenses to be borne by the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, includinginclude, but are not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
(i) the cost “organization and offering expenses” of the Fund’s organization and Fund associated with this offering, subject to a cap of 0.10% as provided for in Conduct Rule 2310(a)(12) of the Fund’s total capital commitments (“Capital Commitments”)Financial Industrial Regulatory Authority, but excluding any shareholder servicing and/or distribution fees;
(ii) the cost of calculating the Fund’s net asset value, value (including the cost and expenses of any third-party independent valuation firms or pricing services);
(iii) expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Fund and in monitoring the Fund’s investments (including the cost of effecting any sales consultants hired to develop information technology systems designed to monitor the Fund’s investments) and repurchases performing due diligence on its prospective portfolio companies;
(iv) interest payable on debt, if any, incurred to finance the Fund’s investments;
(v) offerings of the Fund’s common shares of beneficial interest (“Shares”) and the Fund’s other securities;
(ivvi) fees the costs of effecting any repurchases of the Shares and expenses payable under any dealer manager and placement agent agreementsthe Fund’s other securities, if any;
(vvii) debt service (investment advisory fees, including interest, management fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all incentive fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs incurred in connection with payable under the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposesAdvisory Agreement;
(viii) costs of derivatives and hedgingadministration fees, if any, payable under this Agreement;
(ix) expensesfees payable, including travelif any, entertainment, lodging under any intermediary manager or selected intermediary agreements;
(x) shareholder servicing and/or distribution fees payable under the Fund’s Distribution and meal expenses, incurred by Shareholder Servicing Plan adopted pursuant to Rule 12b-1 under the Adviser, or members of its investment team, or 1940 Act;
(xi) fees payable to third parties, in evaluatingincluding agents, developingconsultants or other advisors, negotiatingrelating to, structuring or associated with, evaluating and performing due diligence on prospective portfolio companies, including such expenses related to potential making investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser payments to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar paymentsthird party vendors for financial information services);
(xii) the allocated costs incurred by the Adviser transfer agent, escrow agent and the Administrator in providing managerial assistance to those portfolio companies that request itcustodial fees and expenses;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing efforts;
(xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixiv) all costs of registration and listing the Fund’s Shares or any other securities on any securities exchange;
(xv) federal, state and local taxes;
(xvi) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xixxvii) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with required by governmental bodies (including the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and any agency administering the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation laws of professionals responsible for the foregoinga state;
(xxxviii) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (shareholders, including printing and mailing other related costs) and the costs of any Shareholder or trustee meetings;
(xxiixix) proxy voting expensescommissions and other compensation payable to brokers or dealers;
(xxiiixx) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all allocable portion of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums;
(xxxixxi) outside legal expenses;
(xxii) accounting expenses (including fees and disbursements and expenses related to the audit of the Fund and the preparation of the Fund’s tax information);
(xxiii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying cellular phone and secretarial and other staff;
(xxxii) feesdata service, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulationscopying, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providersstaff; and
(xxxvixxiv) all other expenses incurred by the Fund or the Administrator in connection with administering the Fund’s business. Pursuant to business (including payments under this Agreement based upon the Advisory Fund’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, with respect to 4(c)(iincluding rent (if office space is provided by the Administrator) above, if actual organization and offering costs incurred exceed 0.10% the allocable portion of the cost of the Fund’s total Capital Commitmentsofficers and their respective staffs (including travel expenses)). Such expenses shall exclude, for the avoidance of doubt, (1) rent or depreciation, utilities, capital equipment or other administrative items of the Adviser or its affiliates will bear Administrator, or (2) any costs allocated to any “Controlling Person” (as defined in the excess costs. To the extent the Fund’s Capital Commitments later increaseNASAA Omnibus Guidelines, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From as amended from time to time, the Adviser, the Administrator or their affiliates may pay third-party providers ) of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described aboveAdministrator.
Appears in 1 contract
Sources: Administration Agreement (Ares Strategic Income Fund)
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. Inc. (“Blackstone”) or any of its affiliates; and
(c) all other expenses of the Fund’s operations operations, administration and transactions including, without limitation, those relating to:
(i) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the cost Fund’s systems and those of the Fund’s organization participating broker-dealers, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and offeringitemized invoices, subject to a cap of 0.10% costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Fund’s total capital commitments (“Capital Commitments”escrow agent and transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealers, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee);
(ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, its affiliates in the credit-focused business of Blackstone (which, for the avoidance of doubt, excludes Harvest Fund Advisors LLC and Blackstone Insurance Solutions) or Blackstone), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide transactional legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) expenses and fees to provide administrative and accounting services to the Fund or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Fund or affiliates in connection such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services);
(iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iiiiv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(ivv) fees and expenses payable under any dealer manager and placement agent selected dealer agreements, if any;
(vvi) debt service interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Fund, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vivii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(viiviii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viiiix) costs of derivatives and hedging;
(ixx) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(xxi) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xixii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xiixiii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiiixiv) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees, fees and underwriting costs and commissions, including commissions and other compensation payable to brokers or dealerscosts; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xivxv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses associated with vehicles related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participate participates in investmentsthe acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Adviser or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates of Blackstone as lessor in connection therewith));
(xvxvi) transfer agent, dividend agent and custodial fees;
(xvixvii) fees and expenses associated with marketing efforts;
(xviixviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xixxx) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xxxxi) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxixxii) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee Trustee meetings;
(xxiixxiii) proxy voting expenses;
(xxiiixxiv) costs associated with the Fund’s Shares being listed on a national securities an exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)listing;
(xxivxxv) costs of registration rights granted to certain investors;
(xxvxxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvixxvii) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Fund’s affairs;
(xxviixxviii) all fees, costs and expenses associated with the Fund’s information, technologyobtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, holdings or a combination thereof or other reasonable methods determined by the Administrator)) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its affiliates for data-related services provided to the Fund and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviiixxix) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxixxxx) costs associated with individual or group shareholders;
(xxxxxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxixxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxiixxxiii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiiixxxiv) extraordinary expenses (such as litigation or indemnification);
(xxxivxxxv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings filings; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Fund or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the AIFMD, European Parliament Securities and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.Fu
Appears in 1 contract
Sources: Administration Agreement (Blackstone Private Credit Fund)
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and KKR Registered Advisor LLC (the “Adviser”), as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, subject to any applicable expense cap and reimbursement limitations, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations operations, administration and transactions including, without limitation, those relating to:
(i) the cost organizational and offering expenses (including out-of-pocket expenses, but not overhead or employee costs of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”Adviser);
(ii) outside counsel, accountants, auditors, appraisers, valuation experts, property or asset managers, leasing agents, construction managers, consultants, administrators, custodians, depositories, trustees, transfer agents, dividend disbursing agents and dividend reinvestment plan agents and other similar outside advisors and service providers with respect to the Fund and its investments (including the cost of the valuation, or any fairness opinion relating to, any asset or liability or other transaction of the Fund);
(iii) the cost of calculating the Fund’s net asset value, including the cost of fees, costs and expenses associated with any third-party appraiser or other valuation servicesexpert;
(iiiiv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) Shares and other securities;
(ivv) fees and expenses payable under any distribution and selected dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all principal, interest on and fees, costs and expenses relating to or arising out of any loan servicers all borrowings made by the Fund and other service providers its operating entities, including fees, costs and of any custodians, lenders, investment banks and other financing sources;
(vii) costs expenses incurred in connection with the formation or maintenance negotiation and establishment of entities or vehicles to hold the Fund’s assets for tax relevant credit facility, credit support or other purposesrelevant arrangements with respect to such borrowings or related to securing the same by mortgage, pledge, or other encumbrance, if applicable;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(xvii) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees Directors or any committees thereof;
(xiviii) investment costs, including all fees, costs and expenses incurred in identifying, investigating (and conducting diligence with respect to), evaluating, structuring, consummating, holding, monitoring or selling potential and actual investments, including (A) brokerage commissions, clearing and settlement charges, custodial fees, investment banking fees, bank charges, placement, syndication and solicitation fees, arranger fees, sales commissions and other investment, execution, closing and administrative fees, costs and expenses; (B) any expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on actual or potential investment opportunities, including any travel-related costs and expenses incurred in connection therewith (including costs and expenses of accommodations and meals, costs and expenses related to attending trade association meetings, conferences or similar meetings for purposes of evaluating actual or potential investments); (C) expenses associated with portfolio and risk management, including hedging transactions and related costs; (D) the organization, operation, administration, restructuring or termination, liquidation, winding up and dissolution of any entities through which the Fund makes investments; and (E) outside counsel, accountants, auditors, consultants, and other similar outside advisors and service providers incurred in connection with designing, implementing and monitoring participation by portfolio investments in compliance and operational “best practices” programs and initiatives;
(ix) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any legal, financial, accounting, consulting, or other advisors, or lenders, investment banks banks, and other financing sources, and other investment costs, fees and expenses actually incurred sources in connection with evaluatingarranging financing for transactions that are not consummated, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging any travel and meal accommodation expenses, and any costs deposits or expenses relating to currency conversion down payments that are forfeited in the case of investments denominated in connection with, or amounts paid as a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses)penalty for, unconsummated transactions;
(xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvix) fees and expenses associated with the Fund’s marketing efforts, including costs in connection with the Fund’s website and sales and marketing materials;
(xviixi) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixii) independent trusteesdirectors’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trusteesdirectors;
(xixxiii) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and attestation, costs of preparing and filing reports or other documents with the SECSecurities and Exchange Commission, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xxxiv) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxixv) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder meetings of stockholders of the Fund (collectively, “Stockholders” and each a “Stockholder”) or trustee meetingsthe Board of Directors;
(xxiixvi) proxy voting expenses;
(xxiiixvii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders Stockholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxivxviii) costs of registration rights granted to certain investors;
(xxvxix) any taxes and/or taxes, tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund or on its income or assets or in connection with its business or operations, including (i) the business or operations of any entities through which the Fund invests and all (ii) preparation expenses in connection with such governmental charges (which includes the preparation and filing of any forms, schedules, filings, information or other documents necessary to comply with applicable tax reporting obligations;
(xx) any audit, examination, investigation or other proceeding by any taxing authority or incurred in connection with any tax auditgovernmental or regulatory inquiry, investigationinvestigation or proceeding, litigationin each case, settlement involving or review of otherwise applicable to the Fund and Fund, including the amount of any judgments, finessettlements, remediation or settlements fines paid in connection therewiththerewith (excluding for the avoidance of doubt, any expenses with respect to which an indemnitee would not be entitled to indemnification or advancement);
(xxvixxi) all actual or potential litigation or other dispute related to the Fund or any actual or potential portfolio investment (including expenses incurred in connection with the investigation, prosecution, defense, judgment or settlement of litigation) and other extraordinary expenses related to the Fund or actual or potential portfolio investment (including fees, costs and expenses that are classified as extraordinary expenses under generally accepted accounting principles in the United States), excluding for the avoidance of doubt, any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance expenses with respect to which an Indemnified Party (including costs of title insuranceas defined below) and indemnification (including advancement of any fees, costs or expenses to persons would not be entitled to indemnification) indemnification or extraordinary expense or liability relating to advancement by reason of the Fund’s affairslimitations set forth in Section 6 hereof;
(xxviixxii) all fees, costs and expenses associated with procuring, developing, implementing or maintaining information technology, data subscription and license-based services, research publications, materials, equipment and services, computer software or hardware and electronic equipment for the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership identifying, investigating (and conducting diligence with respect to) or evaluating, structuring, consummating, holding, monitoring, or selling potential and actual investments (including fees, costs and expenses associated with the implementation and operation of an environmental management system), or in industry connection with obtaining or trade organizationsperforming research related to potential or actual investments, industries, sectors, geographies or other relevant market, economic, geopolitical or similar data or trends, including risk analysis software;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxixxxiii) costs associated with individual or group shareholdersStockholders;
(xxxxxiv) fidelity bond, trustees directors and officers errors and omissions liability insurance and other insurance premiums;
(xxxixxv) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxiixxvi) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiiixxvii) extraordinary expenses (such as litigation or indemnification);
(xxxivxxviii) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxvxxix) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers;
(xxx) any activities with respect to protecting the confidential or non-public nature of any information or data; and
(xxxvixxxi) all other expenses incurred by the Adviser or the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser business or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses operation of the Fund for purposes of the Fund’s cap on organization and offering expensesits investments. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to any applicable expense cap and reimbursement limitations. Costs and expenses of the cap Administrator and the Adviser that are eligible for reimbursement by the Fund will be reasonably allocated to the Fund on organization and offering expenses described abovethe basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.
Appears in 1 contract
Sources: Administration Agreement (KKR Real Estate Select Trust Inc.)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities hereunder. The amount and nature of such reimbursements shall presented for review, except on not less than a quarterly basis, to the members of the audit committee of the Board, or in lieu thereof, to a committee of the Board, all of the members of which are not “interested persons” of the Company, as otherwise provided herein such term is defined under the Investment Company Act. The Company will bear all costs and expenses that are incurred in that certain its operation, administration and transactions and not specifically assumed by Poliwogg Advisers, LLC (the “Adviser”), pursuant to the Investment Advisory Agreement, dated as of , 2014, by and between the Fund Company and the Adviser, as amended from time to time Adviser (the “Investment Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals Costs and staff of the Adviser, when and expenses to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for borne by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, includingCompany include, but are not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
(ia) organization of the Company;
(b) calculating the Company’s net asset value (including the cost and expenses of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”any independent valuation firm);
(iic) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar indemnification payments;
(xiid) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiiie) all brokerage costs, prime brokerage fees, custodial marketing expenses, agent bank ;
(f) expenses related to the development and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses maintenance of any lenders, investment banks and other financing sources, and other investment costs, the Company’s website;
(g) fees and expenses actually incurred by the Adviser payable to third parties, including agents, consultants or other advisors, in connection with evaluatingmonitoring the financial and legal affairs for the Company and in monitoring the Company’s investments, makingperforming due diligence on its prospective portfolio companies or otherwise relating to, holdingor associated with, settling, monitoring evaluating or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in making investments;
(xvh) transfer agentinterest payable on debt, dividend agent and custodial fees;
(xvi) fees if any, incurred to finance the Company’s investments and expenses associated with marketing related to unsuccessful portfolio acquisition efforts;
(xviii) offerings of the common stock and other securities of the Company, including its initial public offering.
(j) investment advisory fees payable to the Adviser under the Investment Advisory Agreement;
(k) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors;
(l) transfer agents, dividend agents and custodial and accounting fees and expenses;
(m) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating ;
(n) all costs of registration of the Company’s securities with appropriate regulatory agencies;
(xviiio) all costs of listing the Company’s shares on any securities exchange;
(p) U.S. federal, state and local taxes;
(q) independent trusteesdirectors’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xixr) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with required by the SEC, the Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and Authority or other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoingregulators;
(xxs) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (stockholders, including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxixt) costs associated with individual or group shareholdersgroups of stockholders;
(xxxu) the Company’s allocable portion of fidelity bondbonds, trustees directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums;
(xxxiv) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and copying, secretarial and other staff;
(xxxii) fees, costs independent auditors and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providersoutside legal costs; and
(xxxviw) all other expenses incurred by the Company or the Administrator in connection with administering the FundCompany’s business. Pursuant to , including payments based upon the Advisory Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, with respect to 4(c)(i) above, if actual organization including rent and offering costs incurred exceed 0.10% the allocable portion of the Fundcosts of compensation and related expenses of the Company’s total Capital Commitments, the Adviser or its affiliates will bear the excess costschief compliance officer and principal financial officer and their respective staffs. To the extent the Fund’s Capital Commitments later increaseAdministrator outsources any of its functions, including to any sub-administrators, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made Company will pay the fees associated with such functions on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior a direct basis without profit to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described aboveAdministrator.
Appears in 1 contract
Sources: Administrative Services Agreement (Poliwogg Regenerative Medicine Fund, Inc.)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, obligations including the FundCompany’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except . Except as otherwise specifically provided herein and or otherwise in that certain Investment Management Advisory Agreement, by and Agreement between the Fund Company and the Adviser, dated as of the date hereof, as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund Company anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the FundCompany, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund Company will bear all other costs and expenses of the FundCompany’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the FundCompany’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the FundCompany’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the FundCompany; and (iii) any internal audit group personnel of The Blackstone Group L.P. Apollo Global Management, Inc. (“Apollo”) or any of its affiliatesaffiliates providing non-investment related services to the Company; and
(c) all other expenses of the FundCompany’s operations operations, administration and transactions including, without limitation, those relating to:
(i) subject to the cost Advisory Agreement, organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Company’s systems and those of the FundCompany’s organization participating intermediaries, reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and offeringitemized invoices, subject to a cap of 0.10% costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the FundCompany’s total capital commitments (“Capital Commitments”escrow agent and transfer agent, fees to attend retail seminars sponsored by participating intermediaries and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee);
(ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators and sub-administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator or its affiliates in Apollo), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short-or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Company if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide transactional legal advice and/or services to the Company or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Company and (y) expenses and fees to provide administrative and accounting services to the Company or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Company or affiliates in connection such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Company or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services of the same skill and expertise);
(iii) the cost of calculating the FundCompany’s net asset value, including the cost of any third-party valuation services;
(iiiiv) the cost of effecting any sales and repurchases of the FundCompany’s common shares of beneficial interest (“Shares”) and other securities;
(ivv) fees and expenses payable under any dealer intermediary manager and placement agent selected intermediary agreements, if any;
(vvi) debt service interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Company, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vivii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(viiviii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the FundCompany’s assets for tax or other purposes;
(viiiix) costs of derivatives and hedging;
(ixx) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the FundCompany’s rights;
(xxi) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xixii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund Company in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xiixiii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiiixiv) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees, fees and underwriting costs and commissions, including commissions and other compensation payable to brokers or dealerscosts; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xivxv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Company directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Company’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Adviser or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with vehicles through the leasing of office space (which the Fund directly may be made with one or indirectly participate more affiliates of Apollo as lessor in investmentsconnection therewith));
(xvxvi) transfer agent, dividend agent and custodial fees;
(xvixvii) fees and expenses associated with marketing efforts;
(xviixviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xixxx) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xxxxi) all fees, costs and expenses associated with the preparation and issuance of the FundCompany’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund Company and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund Company or the Adviser or its affiliates in connection with such provision of services thereby);
(xxixxii) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee Trustee meetings;
(xxiixxiii) proxy voting expenses;
(xxiiixxiv) costs associated with the Fund’s Shares being listed on a national securities an exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)listing;
(xxivxxv) costs of registration rights granted to certain investors;
(xxvxxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund Company and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund Company and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvixxvii) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund Company any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairsaffairs of the Company;
(xxviixxviii) all fees, costs and expenses associated with the FundCompany’s information, technologyobtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, holdings or a combination thereof or other reasonable methods determined by the Administrator)) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its affiliates for data-related services provided to the Company and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviiixxix) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the FundCompany’s election to be treated as a BDC;
(xxixxxx) costs associated with individual or group shareholders;
(xxxxxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxixxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxiixxxiii) all fees, costs and expenses of winding up and liquidating the FundCompany’s assets;
(xxxiiixxxiv) extraordinary expenses (such as litigation or indemnification);
(xxxivxxxv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings filings; notices or disclosures related to the FundCompany’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Company or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund Company engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the AIFMD, European Parliament Securities and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.Compan
Appears in 1 contract
Sources: Administration Agreement (Middle Market Apollo Institutional Private Lending)
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. Inc. (“Blackstone”) or any of its affiliates; and
(c) all other expenses of the Fund’s operations operations, administration and transactions including, without limitation, those relating to:
(i) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the cost Fund’s systems and those of the Fund’s organization participating intermediaries, reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and offeringitemized invoices, subject to a cap of 0.10% costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Fund’s total capital commitments (“Capital Commitments”escrow agent and transfer agent, fees to attend retail seminars sponsored by participating intermediaries and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee);
(ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, its affiliates in the credit-focused business of Blackstone (which, for the avoidance of doubt, excludes Harvest Fund Advisors LLC and Blackstone Insurance Solutions) or Blackstone), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide transactional legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) expenses and fees to provide administrative and accounting services to the Fund or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Fund or affiliates in connection such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services);
(iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iiiiv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(ivv) fees and expenses payable under any dealer intermediary manager and placement agent selected intermediary agreements, if any;
(vvi) debt service interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Fund, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vivii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(viiviii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viiiix) costs of derivatives and hedging;
(ixx) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(xxi) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xixii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xiixiii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiiixiv) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees, fees and underwriting costs and commissions, including commissions and other compensation payable to brokers or dealerscosts; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xivxv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses associated with vehicles related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participate participates in investmentsthe acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Adviser or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates of Blackstone as lessor in connection therewith));
(xvxvi) transfer agent, dividend agent and custodial fees;
(xvixvii) fees and expenses associated with marketing efforts;
(xviixviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xixxx) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xxxxi) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxixxii) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee Trustee meetings;
(xxiixxiii) proxy voting expenses;
(xxiiixxiv) costs associated with the Fund’s Shares being listed on a national securities an exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)listing;
(xxivxxv) costs of registration rights granted to certain investors;
(xxvxxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvixxvii) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Fund’s affairs;
(xxviixxviii) all fees, costs and expenses associated with the Fund’s information, technologyobtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, holdings or a combination thereof or other reasonable methods determined by the Administrator)) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its affiliates for data-related services provided to the Fund and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviiixxix) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxixxxx) costs associated with individual or group shareholders;
(xxxxxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxixxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxiixxxiii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiiixxxiv) extraordinary expenses (such as litigation or indemnification);
(xxxivxxxv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings filings; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Fund or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the AIFMD, European Parliament Securities and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.relati
Appears in 1 contract
Sources: Administration Agreement (Blackstone Private Credit Fund)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for its allocable portion (subject to the review and approval of the Board) of the costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities hereunder, except including its allocable portion of the compensation paid to or compensatory distributions received by the Company’s Chief Compliance Officer and Chief Financial Officer, and any of their respective staff who provide services to the Company, operations staff who provide services to the Company, and internal audit staff, if any, to the extent internal audit performs a role in the Company’s S▇▇▇▇▇▇▇-▇▇▇▇▇ internal control assessment. Except as otherwise provided herein and or in that certain Investment Advisory Agreement, by and between the Fund Company and the AdviserAdministrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Advisor”), as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Administrator (or a Related Fund, as set forth below) shall be solely responsible for the compensation of its employees and the base compensation, bonus and benefits, and the routine all overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead Administrator (including rent, office equipment and utilities) and other ). The Company will bear its own expenses incurred by or reimburse the Administrator in performing its administrative obligations under this Agreementor Advisor, including but not limited to: (i) the Fund’s chief compliance officeras applicable, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
for (i) the cost of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”);
(ii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager costs incurred in organizing the Company and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangementsongoing organizational costs, including, but not limited to, costs and expenses incurred in contracting with third parties, expenses in connection with the arranging thereof;
issuance and transaction costs incident to the origination, acquisition, disposition and financing of the investments of the Company; (viii) all fees, fees and costs associated with calculating the Company’s net asset value (“NAV”) (including the cost and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
independent valuation firm); (vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ixiii) expenses, including travel, entertainment, lodging and meal expenses, incurred by the AdviserAdvisor (including by the managers, officers, personnel and agents of the Advisor) and other out-of-pocket expenses incurred by managers, officers, personnel and agents of the Advisor in connection with the services provided under the Advisory and Administration Agreements, or the portfolio advisors and other members of its the investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the FundCompany’s rights;
; (xiv) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs expenses incurred by the Adviser Advisor (and its affiliates) or the Administrator (or its affiliates) payable to unaffiliated third parties, including agents, consultants or other Advisors, in providing managerial assistance to those monitoring financial and legal affairs for the Company and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Company’s investments and monitoring investments and portfolio companies that request it;
on an ongoing basis; (xiiiv) all brokerage costs, prime brokerage fees, custodial expenses, agent bank any and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluatingconnection with the incurrence and/or maintenance of leverage and indebtedness of the Company, developingincluding borrowings, negotiatingdollar rolls, structuringreverse purchase agreements, tradingcredit facilities, settlingsecuritizations, monitoring margin financing and holding actual investments derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any financingfees, legalcosts, filing, auditing, tax, accounting, complianceand expenses incurred in obtaining lines of credit, loan administrationcommitments, advisoryand letters of credit for the account of the Company and in making, consultingcarrying, engineering funding and/or otherwise resolving investment guarantees); (vi) fees and costs associated with offerings, sales, and repurchases of the Company’s common stock and other professional securities; (vii) fees and expenses payable under any underwriting, dealer Advisor or placement agent agreements, if any; (viii) investment advisory fees payable under this Agreement; (ix) administration fees and expenses, if any, including payments between the Company and the Administrator, based upon the Company’s allocable portion of the Advisor and Administrator’s overhead in performing its obligations under the Advisory and Administration Agreements, including the their rent, telephone, printing, mailing, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses relating to any office(s) or office facilities, including disaster backup recovery sites and facilities, maintained for the Company or the investments of the Company, the Advisor or their affiliates related to the operation of the Company; and the allocable portion of the cost of the Company’s chief financial officer and chief compliance officer, and their respective staffs; (x) all costs incurred in connection with investor relations, board of directors relations, and preparing for, registering and effectuating the listing of the Company’s debt and equity securities on any securities exchange; (xi) any applicable administrative agent fees or loan arranging fees incurred with respect to the Advisor’s portfolio investments, the Administrator or an affiliate thereof; (xii) any and all fees, costs and expenses incurred in connection therewith (to implementing or maintaining third-party or proprietary software tools, programs or other technology for the extent the Adviser is not reimbursed by a prospective or actual issuer benefit of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) Company (including, without limitation, any and any all fees, costs and expenses associated of any investment, books and records, portfolio compliance and reporting systems, general ledger or portfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses); (xiii) costs and expenses incurred with vehicles through which the Fund directly or indirectly participate in investments;
(xv) respect to market information systems and publications, research publications and materials, and settlement, clearing, transfer agent, dividend agent and custodial fees and expenses; (xiv) federal, state and local registration fees;
; (xv) federal, state and local taxes and license fees; (xvi) fees and expenses associated with marketing efforts;
(xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii) independent trusteesdirectors’ fees and expenses expenses, including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors Advisors retained by, or at the discretion or for the benefit of, the independent trustees;
directors; (xixxvii) costs of preparing financial statements maintaining compliance with all federal, state and maintaining books local rules and recordsregulations or any other regulatory agency, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and including but not limited to costs of preparing and filing reports or other documents with required by the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and SEC or other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities lawsregulators, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the preparation and issuance Company’s activities and/or other regulatory filings, notices or disclosures of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund Advisor and its activities affiliates relating to the Company and its activities; (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxixviii) the costs of any reports, proxy statements or other notices to shareholders (stockholders, including printing costs; (xix) fidelity bond, directors and mailing officers/errors and omissions liability insurance, and any other insurance premiums; (xx) direct costs and expenses of administration, including printing, mailing, telephone, copying, secretarial and other staff, independent auditors, tax preparers and outside legal costs; (xxi) and the costs of any Shareholder or trustee meetings;
proxy voting and/or solicitation expenses; (xxii) proxy voting expenses;
all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board to or on account of holders of the securities of the Company, including in connection with any dividend reinvestment plan or direct stock purchase plan; (xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any the formation or maintenance of entities or vehicles to hold the Company’s assets for tax audit, investigation, litigation, settlement or review other purposes; (xxiv) the allocated costs incurred by the Advisor and/or the Administrator in providing managerial assistance to those portfolio companies that request it; (xxv) allocable fees and expenses associated with marketing efforts on behalf of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
Company; (xxvi) all fees, costs and expenses of any litigation or threatened litigation (whether civil, criminal or otherwise) against the Company, or against any director or officer of the Company in his or her capacity as such, involving the Fund Company or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees directors and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the FundCompany’s affairs;
; (xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of organizing, redomesticating, merging, liquidating or dissolving the Company, selling equity interest in the Company, or amending the governing documents of the Company and/or winding up and liquidating the FundCompany’s assets;
; and (xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxivxxviii) all fees, other costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Company, the Advisor or the Administrator in connection with administering the FundCompany’s businessbusiness and investment operations, including the costs and expenses of selecting, evaluating, originating, acquiring, owning, protecting, maintaining, developing and disposing of investments, including appraisal, reporting, audit and legal fees. Pursuant Each subsidiary of the Company, if any, that makes investments will bear all of its own organizational and operating fees, costs, expenses and liabilities and, as a result, the Company will indirectly bear these fees, costs, expenses and liabilities. For the avoidance of doubt, the Company shall be solely responsible for any placement or “finder’s fees” payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. If any of the expenses contained in this agreement or other expenses are incurred jointly for the account of the Company and any other investment funds or accounts sponsored or managed by the Advisor or its affiliates (together with the Company, the “Related Funds”), (i) to the Advisory Agreement, extent such expenses are solely incurred with respect to 4(c)(i) abovea co-investment with the Company, if actual organization such expenses will be allocated among the Company and offering costs incurred exceed 0.10% such other funds or accounts in proportion to the size of the investment made by each fund or account in the activity or entity to which such expense relates, (ii) to the extent such expenses are incurred with respect to the general operation or administration of the Related Funds, such expenses will be allocated in proportion to the fair value of the assets (excluding cash, cash equivalents and U.S. government securities) under management of each Related Fund’s total Capital Commitments, or (iii) in such other manner as the Adviser or its affiliates will bear the excess costsAdvisor considers fair and equitable. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholdersCompany are paid by the Advisor or an affiliate thereof, subject the Company will reimburse the Advisor or such affiliate for such expenses. Organization and offering costs will only be the responsibility of the Company, and to the cap on organization and offering extent that expenses described aboveto be borne by the Company are paid by the Advisor or an affiliate thereof, the Company will reimburse the Advisor or such affiliate for such expenses.
Appears in 1 contract
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and KKR Registered Advisor LLC (the “Adviser”), as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, subject to any applicable expense cap and reimbursement limitations, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, ,] office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations operations, administration and transactions including, without limitation, those relating to:
(i) the cost organizational and offering expenses (including out-of-pocket expenses, but not overhead or employee costs of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”Adviser);
(ii) outside counsel, accountants, auditors, appraisers, valuation experts, property or asset managers, leasing agents, construction managers, consultants, administrators, custodians, depositories, trustees, transfer agents, dividend disbursing agents and dividend reinvestment plan agents and other similar outside advisors and service providers with respect to the Fund and its investments (including the cost of the valuation, or any fairness opinion relating to, any asset or liability or other transaction of the Fund);
(iii) the cost of calculating the Fund’s net asset value, including the cost of fees, costs and expenses associated with any third-party appraiser or other valuation servicesexpert;
(iiiiv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) Shares and other securities;
(ivv) fees and expenses payable under any distribution and selected dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all principal, interest on and fees, costs and expenses relating to or arising out of any loan servicers all borrowings made by the Fund and other service providers its operating entities, including fees, costs and of any custodians, lenders, investment banks and other financing sources;
(vii) costs expenses incurred in connection with the formation or maintenance negotiation and establishment of entities or vehicles to hold the Fund’s assets for tax relevant credit facility, credit support or other purposesrelevant arrangements with respect to such borrowings or related to securing the same by mortgage, pledge, or other encumbrance, if applicable;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(xvii) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees Directors or any committees thereof;
(xiviii) investment costs, including all fees, costs and expenses incurred in identifying, investigating (and conducting diligence with respect to), evaluating, structuring, consummating, holding, monitoring or selling potential and actual investments, including (A) brokerage commissions, clearing and settlement charges, custodial fees, investment banking fees, bank charges, placement, syndication and solicitation fees, arranger fees, sales commissions and other investment, execution, closing and administrative fees, costs and expenses; (B) any expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on actual or potential investment opportunities, including any travel-related costs and expenses incurred in connection therewith (including costs and expenses of accommodations and meals, costs and expenses related to attending trade association meetings, conferences or similar meetings for purposes of evaluating actual or potential investments); (C) expenses associated with portfolio and risk management, including hedging transactions and related costs; (D) the organization, operation, administration, restructuring or termination, liquidation, winding up and dissolution of any entities through which the Fund makes investments; and (E) outside counsel, accountants, auditors, consultants, and other similar outside advisors and service providers incurred in connection with designing, implementing and monitoring participation by portfolio investments in compliance and operational “best practices” programs and initiatives;
(ix) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any legal, financial, accounting, consulting, or other advisors, or lenders, investment banks banks, and other financing sources, and other investment costs, fees and expenses actually incurred sources in connection with evaluatingarranging financing for transactions that are not consummated, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging any travel and meal accommodation expenses, and any costs deposits or expenses relating to currency conversion down payments that are forfeited in the case of investments denominated in connection with, or amounts paid as a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses)penalty for, unconsummated transactions;
(xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvix) fees and expenses associated with the Fund’s marketing efforts, including costs in connection with the Fund’s website and sales and marketing materials;
(xviixi) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixii) independent trusteesdirectors’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trusteesdirectors;
(xixxiii) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and attestation, costs of preparing and filing reports or other documents with the SECSecurities and Exchange Commission, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xxxiv) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxixv) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder meetings of stockholders of the Fund (collectively, “Stockholders” and each a “Stockholder”) or trustee meetingsthe Board of Directors;
(xxiixvi) proxy voting expenses;
(xxiiixvii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders Stockholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxivxviii) costs of registration rights granted to certain investors;
(xxvxix) any taxes and/or taxes, tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund or on its income or assets or in connection with its business or operations, including (i) the business or operations of any entities through which the Fund invests and all (ii) preparation expenses in connection with such governmental charges (which includes the preparation and filing of any forms, schedules, filings, information or other documents necessary to comply with applicable tax reporting obligations;
(xx) any audit, examination, investigation or other proceeding by any taxing authority or incurred in connection with any tax auditgovernmental or regulatory inquiry, investigationinvestigation or proceeding, litigationin each case, settlement involving or review of otherwise applicable to the Fund and Fund, including the amount of any judgments, finessettlements, remediation or settlements fines paid in connection therewiththerewith (excluding for the avoidance of doubt, any expenses with respect to which an indemnitee would not be entitled to indemnification or advancement);
(xxvixxi) all actual or potential litigation or other dispute related to the Fund or any actual or potential portfolio investment (including expenses incurred in connection with the investigation, prosecution, defense, judgment or settlement of litigation) and other extraordinary expenses related to the Fund or actual or potential portfolio investment (including fees, costs and expenses that are classified as extraordinary expenses under generally accepted accounting principles in the United States), excluding for the avoidance of doubt, any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance expenses with respect to which an Indemnified Party (including costs of title insuranceas defined below) and indemnification (including advancement of any fees, costs or expenses to persons would not be entitled to indemnification) indemnification or extraordinary expense or liability relating to advancement by reason of the Fund’s affairslimitations set forth in Section 6 hereof;
(xxviixxii) all fees, costs and expenses associated with procuring, developing, implementing or maintaining information technology, data subscription and license-based services, research publications, materials, equipment and services, computer software or hardware and electronic equipment for the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership identifying, investigating (and conducting diligence with respect to) or evaluating, structuring, consummating, holding, monitoring, or selling potential and actual investments (including fees, costs and expenses associated with the implementation and operation of an environmental management system), or in industry connection with obtaining or trade organizationsperforming research related to potential or actual investments, industries, sectors, geographies or other relevant market, economic, geopolitical or similar data or trends, including risk analysis software;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxixxxiii) costs associated with individual or group shareholdersStockholders;
(xxxxxiv) fidelity bond, trustees directors and officers errors and omissions liability insurance and other insurance premiums;
(xxxixxv) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxiixxvi) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiiixxvii) extraordinary expenses (such as litigation or indemnification);
(xxxivxxviii) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxvxxix) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers;
(xxx) any activities with respect to protecting the confidential or non-public nature of any information or data; and
(xxxvixxxi) all other expenses incurred by the Adviser or the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser business or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses operation of the Fund for purposes of the Fund’s cap on organization and offering expensesits investments. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to any applicable expense cap and reimbursement limitations. Costs and expenses of the cap Administrator and the Adviser that are eligible for reimbursement by the Fund will be reasonably allocated to the Fund on organization and offering expenses described abovethe basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.
Appears in 1 contract
Sources: Administration Agreement (KKR Real Estate Select Trust Inc.)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for its allocable portion (subject to the review and approval of the Board) of the costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities hereunder, except including its allocable portion of the compensation paid to or compensatory distributions received by the Company’s Chief Compliance Officer and Chief Financial Officer, and any of their respective staff who provide services to the Company, operations staff who provide services to the Company, and internal audit staff, if any, to the extent internal audit performs a role in the Company’s ▇▇▇▇▇▇▇▇-▇▇▇▇▇ internal control assessment. Except as otherwise provided herein and or in that certain Investment Advisory Agreement, by and between the Fund Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that Administrator shall be solely responsible for the compensation of its employees and all investment professionals and staff overhead expenses of the AdviserAdministrator (including rent, when office equipment and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviserutilities). The Fund Company will bear all other costs and expenses of the Fund’s its operations, administration and transactions, including, but not limited to:
including (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: without limitation): (i) fees and costs incurred in organizing the Fund’s chief compliance officer, chief financial officer and their respective staffsCompany; (ii) investor relations, legal, operations fees and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
(i) the cost of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”);
(ii) the cost of costs associated with calculating the Fund’s net asset value, value (including the cost of any third-party valuation services;
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
independent valuation firm); (vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ixiii) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or the portfolio managers and other members of its the investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the FundCompany’s rights;
; (xiv) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs expenses incurred by the Adviser (and their affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisers, in providing managerial assistance to those monitoring financial and legal affairs for the Company and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Company’s investments and monitoring investments and portfolio companies that request it;
on an ongoing basis; (xiiiv) all brokerage costs, prime brokerage fees, custodial expenses, agent bank any and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluatingconnection with the incurrence of leverage and indebtedness of the Company, developingincluding borrowings, negotiatingdollar rolls, structuringreverse purchase agreements, tradingcredit facilities, settlingsecuritizations, monitoring margin financing and holding actual investments derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any financingfees, legalcosts, filing, auditing, tax, accounting, complianceand expenses incurred in obtaining lines of credit, loan administrationcommitments, advisoryand letters of credit for the account of the Company and in making, consultingcarrying, engineering funding and/or otherwise resolving investment guarantees); (vi) fees and costs associated with offerings, sales, and repurchases of the Company’s common stock and other professional securities; (vii) fees and expenses payable under any underwriting, dealer manager or placement agent agreements, if any; (viii) investment advisory fees payable under this Agreement; (ix) administration fees and expenses, if any, payable under the Administration Agreement (including payments under the Administration Agreement between the Company and the Administrator, based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s chief financial officer and chief compliance officer, and their respective staffs); (x) costs incurred in connection with investor relations, board of directors relations, and preparing for and effectuating the listing of the Company’s common stock on any securities exchange; (xi) any applicable administrative agent fees or loan arranging fees incurred with respect to the Adviser’s portfolio investments, the Administrator or an affiliate thereof; (xii) any and all fees, costs and expenses incurred in connection therewith (to implementing or maintaining third-party or proprietary software tools, programs or other technology for the extent the Adviser is not reimbursed by a prospective or actual issuer benefit of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) Company (including, without limitation, any and any all fees, costs and expenses associated with vehicles through which the Fund directly of any investment, books and records, portfolio compliance and reporting systems, general ledger or indirectly participate in investments;
portfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses); (xvxiii) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing efforts;
expenses; (xviixiv) federal and state registration fees; (xv) all costs of registration and listing shares of the Company’s common stock on any securities exchange; (xvi) federal, franchise fees, any stock exchange listing fees state and fees payable to rating agencies;
local taxes; (xviiixvii) independent trusteesdirectors’ fees and expenses expenses, including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors advisers retained by, or at the discretion or for the benefit of, the independent trustees;
directors; (xixxviii) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with required by the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and SEC or other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities lawsregulators, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the preparation and issuance Company’s activities and/or other regulatory filings, notices or disclosures of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund Adviser and its activities affiliates relating to the Company and its activities; (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxixix) the costs of any reports, proxy statements or other notices to shareholders (stockholders, including printing costs; (xx) fidelity bond, directors and mailing officers/errors and omissions liability insurance, and any other insurance premiums; (xxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, tax preparers and outside legal costs) and the costs of any Shareholder or trustee meetings;
; (xxii) proxy voting expenses;
; (xxiii) costs associated with all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Fund’s Shares being listed Board to or on a national securities exchange or a sale account of all or substantially all holders of the Fund’s assets tosecurities of the Company, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
with any dividend reinvestment plan or direct stock purchase plan; (xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any the formation or maintenance of entities or vehicles to hold the Company’s assets for tax audit, investigation, litigation, settlement or review other purposes; (xxv) the allocated costs incurred by the Adviser and/or the Administrator in providing managerial assistance to those portfolio companies that request it; (xxvi) allocable fees and expenses associated with marketing efforts on behalf of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
Company; (xxvixxvii) all fees, costs and expenses of any litigation involving the Fund Company or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees directors and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the FundCompany’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
; (xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the FundCompany’s assets;
; and (xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvixxix) all other expenses incurred by the Company, the Adviser or the Administrator in connection with administering the FundCompany’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.
Appears in 1 contract
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities hereunder. The Company shall bear all other fees, except as otherwise provided herein costs and expenses that are incurred in its activities, operations, administration and transactions and are not specifically assumed by Audax PDB Management Company, LLC (the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of April 10, 2025 (the “Investment Advisory Agreement”), by and between the Fund Company and the Adviser, as amended from time . Costs and expenses to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for borne by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, includingCompany include, but are not limited to:
, those relating to: (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement;
; (b) the FundCompany’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the FundCompany’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the FundCompany; and (iii) any internal audit group personnel of The Blackstone Group L.P. Audax Management Company, LLC or any of its affiliatesaffiliates (“Audax”); and
and (c) all other expenses of the FundCompany’s operations operations, administrations and transactions including, without limitation, those relating to:
: (i) organization and offering expenses associated with the cost offering of the FundCompany’s organization securities (including legal, accounting, printing, mailing, subscription processing and offeringfiling fees and expenses and other offering expenses, subject to a cap including costs associated with technology integration between the Company’s systems and those of 0.10% participating intermediaries, reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the FundCompany’s total capital commitments transfer agent and escrow agent, if applicable, fees to attend seminars sponsored by participating intermediaries and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding any shareholder servicing fee); (ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “Capital CommitmentsAIFMD”);
, investment bankers, administrative agents, paying agents, depositaries, custodians, directors, sub-custodians, consultants (iiincluding individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, Audax or its affiliates), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Company if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide transactional legal advice and/or services to the Company or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Company and (y) expenses and fees to provide administrative and accounting services to the Company or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Company or affiliates in connection such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Company or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services); (iii) the cost of calculating the FundCompany’s net asset value, including the cost of any third-party valuation services;
; (iiiiv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest the Company (“Common Shares”) and other securities;
; (ivv) fees and expenses payable under any dealer intermediary manager and placement agent selected intermediary agreements, if any;
; (vvi) debt service interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Company, including, but not limited to, the arranging thereof;
thereof and related legal expenses; (vivii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
; (viiviii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the FundCompany’s assets for tax or other purposes;
; (viiiix) costs of derivatives and hedging;
; (ixx) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the FundCompany’s rights;
; (xxi) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
; (xixii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund Company in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
; (xiixiii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
; (xiiixiv) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees, fees and underwriting costs and commissions, including commissions and other compensation payable to brokers or dealerscosts; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
; (xivxv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Company directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Company’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Adviser or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with vehicles through the leasing of office space (which may be made with one or more affiliates of the Fund directly or indirectly participate Adviser as lessor in investments;
connection therewith)); (xvxvi) transfer agent, dividend agent and custodial fees;
; (xvixvii) fees and expenses associated with marketing efforts;
; (xviixviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
, as applicable; (xviiixix) independent trusteesdirectors’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
directors; (xixxx) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 2002, as amended, compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
; (xxxxi) all fees, costs and expenses associated with the preparation and issuance of the FundCompany’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund Company and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund Company or the Adviser or its affiliates in connection with such provision of services thereby);
; (xxixxii) the costs of any reports, proxy statements or other notices to shareholders holders of the Common Shares (“Shareholders”) (including printing and mailing costs) and the costs of any Shareholder or trustee Board meetings;
; (xxiixxiii) proxy voting expenses;
; (xxiiixxiv) costs associated with the Fund’s Shares being listed on a national securities an exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof listing; (including any initial public offering in connection therewith);
(xxivxxv) costs of registration rights granted to certain investors;
, if any; (xxvxxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund Company and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund Company and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
; (xxvixxvii) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund Company any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees directors and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
affairs of the Company; (xxviixxviii) all fees, costs and expenses associated with the FundCompany’s information, technologyobtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services services) and expenses and fees (including costs compensation costs) charged or specifically attributed or allocated by the Adviser’s or Adviser and/or its affiliates for data-related services provided to the Company and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal research group (which are generally based on time spentnature; provided, assets under managementthat any such expenses, usage rates, proportionate holdings, charges or a combination thereof or other reasonable methods determined by the Administrator))related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services, reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
; (xxviiixxix) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the FundCompany’s election to be treated as a BDC;
business development company; (xxixxxx) costs associated with individual or group shareholders;
Shareholders; (xxxxxxi) fidelity bond, trustees directors and officers errors and omissions liability insurance and other insurance premiums;
; (xxxixxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
; (xxxiixxxiii) all fees, costs and expenses of winding up and liquidating the FundCompany’s assets;
; (xxxiiixxxiv) extraordinary expenses (such as litigation or indemnification);
; (xxxivxxxv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings filings; notices or disclosures related to the FundCompany’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act of 1933, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Company or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund Company engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the AIFMD, European Parliament Securities and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund Company and its affiliates relating to the Company, and their activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund Company including those pursuant to applicable disclosure laws and expenses relating to FOIA requests, but excluding, for the avoidance of doubt, any expenses incurred for general compliance and regulatory matters that are not related to the Company and its activities;
; (xxxvxxxvi) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.Comp
Appears in 1 contract
Sources: Administration Agreement (Audax Private Credit Fund, LLC)
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, including the Fund’s allocable portion of the overhead, costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the AdviserFund’s investment advisory agreement with its investment adviser, as amended from time to time (the “Advisory Agreement”). .
(b) Except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ai) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(bii) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) compensation and other expenses (including travel expenses) incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (ix) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (iiy) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iiiz) any internal audit group personnel of The Blackstone Group L.P. the Administrator or any of its affiliates; and
(ciii) all other expenses of the Fund’s operations operations, administration and transactions including, without limitation, those relating to:
(i1) organization and offering expenses associated with the cost offering of the Fund’s organization common shares of beneficial interest (including legal, accounting, printing, mailing, subscription processing and offeringfiling fees and expenses and other offering expenses, subject to a cap of 0.10% including costs associated with technology integration between the Fund’s systems and those of the Fund’s total capital commitments (“Capital Commitments”participating broker-dealers/intermediaries, reasonable bona fide due diligence expenses of participating broker-dealers/intermediaries supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Fund’s escrow agent and transfer agent, fees to attend retail seminars sponsored by participating broker-dealers/intermediaries and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealers/intermediaries, registered investment advisers or financial or other advisers, but excluding the shareholder servicing fee);
(ii2) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisers (including tax advisers), administrators, auditors, investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisers, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Adviser, the Administrator, or their affiliates), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisers that provide transactional legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) expenses and fees to provide administrative and accounting services to the Fund or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Fund or affiliates in connection such services, in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services;
(3) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services, and the allocated costs incurred by the Adviser or its affiliates in connection with determining the fair value of the Fund’s portfolio investments;
(iii4) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv5) fees and expenses payable under any managing dealer manager and placement agent selected intermediary agreements, if any;
(v6) debt service interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Fund, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vi7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) 8) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii9) costs of derivatives and hedging;
(ix10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, Adviser or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x11) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser or its affiliates to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi12) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, excluding advisory services provided by the Adviser contemplated herein, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xii13) the allocated costs incurred by the Adviser and the Administrator or its affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(xiii14) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees, fees and underwriting costs and commissions, including commissions and other compensation payable to brokers or dealerscosts; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv15) investment costs, including all excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (related to the extent the Adviser is not reimbursed by a prospective organization or actual issuer maintenance of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles vehicle through which the Fund directly or indirectly participate participates in investmentsthe acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(xv16) transfer agent, dividend agent and custodial fees;
(xvi17) fees and expenses associated with marketing efforts;
(xvii18) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii19) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors advisers retained by, or at the discretion or for the benefit of, the independent trustees;
(xix20) costs of preparing financial statements and maintaining books and records, costs of ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx21) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or Fund, the Adviser or its affiliates in connection with such provision of services thereby);
(xxi22) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee Trustee meetings;
(xxii23) proxy voting expenses;
(xxiii24) costs associated with the Fund’s Shares being listed on a national securities an exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)listing;
(xxiv25) costs of registration rights granted to certain investors, if any;
(xxv26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi27) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Fund’s affairs;
(xxvii28) all fees, costs and expenses associated with the Fund’s informationinformation and data technology systems including the Fund’s allocable portion of the fees, technology, communication, market data costs and research (including news and quotation equipment and services and including costs allocated by expenses associated with the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices information and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizationsdata technology systems;
(xxviii29) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDCinvestments;
(xxix30) costs associated with individual or group shareholders;
(xxx31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii33) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii34) extraordinary expenses (such as litigation or indemnification);
(xxxiv35) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings filings; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Fund or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament Securities and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its affiliates relating to the Fund, and their activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund including those pursuant to applicable disclosure laws and expenses relating to FOIA requests, but excluding, for the avoidance of doubt, any expenses incurred for general compliance and regulatory matters that are not related to the Fund and its activities;
(xxxv36) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers;
(37) costs and expenses, including travel, meals, accommodations, entertainment and other similar expenses, incurred by the Adviser or its affiliates for meetings with existing investors and any broker-dealers/intermediaries, registered investment advisers, financial and other advisers representing such existing investors; and
(xxxvi38) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i.
(c) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their respective affiliates may pay third-party providers of goods or services. The Unless such expenses are specifically assumed by the Adviser, Administrator or their affiliates under this Agreement or the Advisory Agreement, the Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or and the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject .
(d) Costs and expenses of the Adviser and the Administrator that are eligible for reimbursement by the Fund will be reasonably allocated to the cap Fund on organization and offering expenses described abovethe basis of time spent (including on an estimated basis), assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.
Appears in 1 contract
Sources: Administration Agreement (Monroe Capital Enhanced Corporate Lending Fund)
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, salaries, bonuses, benefits, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. HPS Investment Partners, LLC or any of its affiliates; and
(c) all other expenses of the Fund’s operations operations, administration and transactions including, without limitation, those relating to:
(i) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the cost Fund’s systems and those of the Fund’s organization participating broker-dealers, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and offeringitemized invoices, subject to a cap of 0.10% costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Fund’s total capital commitments (“Capital Commitments”escrow agent and transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealers, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee);
(ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, its affiliates in the credit-focused business of HPS Investment Partners, LLC), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide transactional legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) expenses and fees to provide administrative and accounting services to the Fund or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Fund or affiliates in connection such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services);
(iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iiiiv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(ivv) fees and expenses payable under any dealer manager and placement agent selected dealer agreements, if any;
(vvi) debt service interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Fund, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vivii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(viiviii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viiiix) costs of derivatives and hedging;
(ixx) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(xxi) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xixii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xiixiii) the allocated costs incurred by HPS Investment Partners, LLC, in its capacity as both the Adviser and the Administrator Administrator, in providing managerial assistance to those portfolio companies that request it;
(xiiixiv) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees, fees and underwriting costs and commissions, including commissions and other compensation payable to brokers or dealerscosts; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xivxv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses associated with vehicles related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participate participates in investmentsthe acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Adviser or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates of HPS Investment Partners, LLC as lessor in connection therewith));
(xvxvi) transfer agent, dividend agent and custodial fees;
(xvixvii) fees and expenses associated with marketing efforts;
(xviixviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xixxx) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xxxxi) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxixxii) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee Trustee meetings;
(xxiixxiii) proxy voting expenses;
(xxiiixxiv) costs associated with the Fund’s Shares being listed on a national securities an exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)listing;
(xxivxxv) costs of registration rights granted to certain investors;
(xxvxxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvixxvii) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Fund’s affairs;
(xxviixxviii) all fees, costs and expenses associated with the Fund’s information, technologyobtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, holdings or a combination thereof or other reasonable methods determined by the Administrator)) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its affiliates for data-related services provided to the Fund and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviiixxix) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxixxxx) costs associated with individual or group shareholders;
(xxxxxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxixxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxiixxxiii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiiixxxiv) extraordinary expenses (such as litigation or indemnification);
(xxxivxxxv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings filings; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Fund or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the AIFMD, European Parliament Securities and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund Fund, and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.their
Appears in 1 contract
Sources: Administration Agreement (HPS Corporate Lending Fund)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, obligations including the FundCompany’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, hereunder except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund Company and the Adviser, as amended from time to time (the “Advisory Agreement”). Except ) except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund Company anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the FundCompany, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund Company will bear all other costs and expenses of the FundCompany’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the FundCompany’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the FundCompany’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the FundCompany; and (iii) any internal audit group personnel of The Blackstone Group L.P. Apollo Global Management, Inc. (“Apollo”) or any of its affiliates; and
(c) all other expenses of the FundCompany’s operations operations, administration and transactions including, without limitation, those relating to:
(i) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the cost Company’s systems and those of the FundCompany’s organization participating intermediaries, reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and offeringitemized invoices, subject to a cap of 0.10% costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the FundCompany’s total capital commitments (“Capital Commitments”escrow agent and transfer agent, fees to attend retail seminars sponsored by participating intermediaries and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee);
(ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators and sub-administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Company Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, its affiliates in Apollo and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Company if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide transactional legal advice and/or services to the Company or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Company and (y) expenses and fees to provide administrative and accounting services to the Company or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Company or affiliates in connection such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Company or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services);
(iii) the cost of calculating the FundCompany’s net asset value, including the cost of any third-party valuation services;
(iiiiv) the cost of effecting any sales and repurchases of the FundCompany’s common shares of beneficial interest (“Shares”) and other securities;
(ivv) fees and expenses payable under any dealer intermediary manager and placement agent selected intermediary agreements, if any;
(vvi) debt service interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Company, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vivii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(viiviii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the FundCompany’s assets for tax or other purposes;
(viiiix) costs of derivatives and hedging;
(ixx) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the FundCompany’s rights;
(xxi) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xixii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund Company in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xiixiii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiiixiv) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees, fees and underwriting costs and commissions, including commissions and other compensation payable to brokers or dealerscosts; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xivxv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Company directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Company’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Adviser or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with vehicles through the leasing of office space (which the Fund directly may be made with one or indirectly participate more affiliates of Apollo as lessor in investmentsconnection therewith));
(xvxvi) transfer agent, dividend agent and custodial fees;
(xvixvii) fees and expenses associated with marketing efforts;
(xviixviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xixxx) costs of preparing financial statements and maintaining books and records, costs of ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xxxxi) all fees, costs and expenses associated with the preparation and issuance of the FundCompany’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund Company and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund Company or the Adviser or its affiliates in connection with such provision of services thereby);
(xxixxii) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee Trustee meetings;
(xxiixxiii) proxy voting expenses;
(xxiiixxiv) costs associated with the Fund’s Shares being listed on a national securities an exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith)listing;
(xxivxxv) costs of registration rights granted to certain investors;
(xxvxxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund Company and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund Company and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvixxvii) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund Company any vehicle or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairsaffairs of the Company;
(xxviixxviii) all fees, costs and expenses associated with the FundCompany’s information, technologyobtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, holdings or a combination thereof or other reasonable methods determined by the Administrator)) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its affiliates for data-related services provided to the Company and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviiixxix) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the FundCompany’s election to be treated as a business development company (“BDC”);
(xxixxxx) costs associated with individual or group shareholders;
(xxxxxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxixxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxiixxxiii) all fees, costs and expenses of winding up and liquidating the FundCompany’s assets;
(xxxiiixxxiv) extraordinary expenses (such as litigation or indemnification);
(xxxivxxxv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings filings; notices or disclosures related to the FundCompany’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Company or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund Company engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the AIFMD, European Parliament Securities and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.Company a
Appears in 1 contract
Sources: Administration Agreement (Apollo Debt Solutions BDC)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Sub-Administrator, the Fund Administrator shall reimburse the Sub-Administrator for the costs and expenses incurred by the Sub-Administrator in performing its obligations, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities to the Allocated Portion hereunder, except as otherwise provided herein and in that certain Second Amended and Restated Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) compensation and other expenses incurred by the Sub-Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Sub-Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. Inc. (“Blackstone”) or any of its affiliates; and
(c) all other expenses of . Excluded from the Fund’s operations and transactions including, without limitation, those relating toallowable reimbursement shall be:
(i) the cost rent or depreciation, utilities, capital equipment, and other administrative items of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”);Sub-Administrator; and
(ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the cost Sub-Administrator. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Sub-Administrator similar to those of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iiia) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees chairman or other financing arrangementsmember of a board of directors, including, but not limited to, the arranging thereof;
(vib) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
executive officers or (viic) costs incurred in connection with the formation those holding 10% or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion more equity interest in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing efforts;
(xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xix) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇Sub-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets toAdministrator, or a merger person having the power to direct or other liquidity transaction with, an entity in which cause the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review direction of the Fund and Sub-Administrator, whether through the amount ownership of any judgmentsvoting securities, fines, remediation by contract or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providersotherwise; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.
Appears in 1 contract
Sources: Sub Administration Agreement (Blackstone Private Credit Fund)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, obligations including the FundCompany’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, hereunder except as otherwise provided herein and in that certain Investment Sub-Advisory Agreement, by and between the Fund Company and the Sub-Adviser, as amended from time to time (the “Sub-Advisory Agreement”). Except ) except as specifically provided hereinherein or otherwise in the Sub-Advisory Agreement, the Fund Company anticipates that all investment professionals and staff of the Sub-Adviser, when and to the extent engaged in providing investment advisory services to the FundCompany, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Sub-Adviser. The Fund Company will bear all other costs and expenses of the FundCompany’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;.
(b) the FundCompany’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the FundCompany’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the FundCompany; and (iii) any internal audit group personnel of The Blackstone Group L.P. Apollo Global Management, Inc. (“Apollo”) or any of its affiliates; and
(c) all other expenses of the FundCompany’s operations operations, administration and transactions including, without limitation, those relating to:
(i) the cost of the Fund’s organization interest and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”)taxes;
(ii) brokerage commissions and other costs in connection with the cost purchase or sale of securities and other investment instruments (including, without limitation, security settlement costs);
(iii) calculating the Fund’s net asset value, value (including the cost and expenses of any third-party independent valuation services;
(iii) the cost of effecting any sales and repurchases firm, or agent or service provider of the Fund’s common shares of beneficial interest Fund (“Shares”) including, without limitation, Fund administrators, custodians and other securitiespricing services));
(iv) fees interest payable on debt and expenses payable under any dealer manager dividends and placement agent agreementsdistributions on preferred stock, as applicable, if any, incurred to finance the Fund’s investments;
(v) debt service (including interestcustodian, registrar and transfer agent fees and expenses) fee and expenses of other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereofservice providers;
(vi) all feescosts of registration and, costs and expenses of if applicable, listing the Fund’s shares on any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sourcessecurities exchange;
(vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing efforts;
(xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xix) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and copying, secretarial and other staff, independent auditors and outside legal costs; fees and expenses of the Fund’s directors who are not “interested persons” of the Fund;
(xxxiiviii) feesthe cost of office facilities, costs equipment and expenses of winding up certain systems (including, but not limited to application licensing, development and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnificationmaintenance, data licensing and reporting);
(xxxivix) all feesthe cost incurred to implement and monitor ISDA, costs Prime Brokerage and other agreements governing the Fund’s financing or borrowing facilities;
(x) legal and audit expenses;
(xi) fees and expenses related to compliance-related matters (such as developing the registration and implementing specific policies qualification of the Fund and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities shares for distribution under state and federal securities laws; (including, without limitation, xii) expenses relating to the preparation of printing and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any noticesmailing prospectuses, reports and/or filings required under The Directive 2011/61/EU and notices and proxy material to shareholders of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activitiesFund;
(xxxvxiii) costs and all other expenses (including travel) in connection with the diligence and oversight incidental to holding meetings of the Fund’s service providers; andshareholders, including proxy solicitations therefor;
(xxxvixiv) insurance premiums for fidelity bond and other insurance coverage;
(xv) investment management fees;
(xvi) expenses of typesetting for printing prospectuses and statements of additional information and supplements to these documents;
(xvii) expenses of printing and mailing prospectuses and supplements thereto;
(xviii) expenses related to the engagement of any third-party professionals, consultants, experts or specialists hired to perform work in respect of the Fund;
(xix) all other expenses incurred by the Administrator Fund in connection with administering the Fund’s business. Pursuant to , including the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% Fund’s allocable portion of the cost of the Fund’s total Capital Commitmentschief compliance officer, chief financial officer, chief legal officer and any other officers of the Adviser Fund, investor relations personnel, and their respective staffs; and
(xx) such non-recurring or its affiliates will bear extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the excess costs. To Fund is a party and legal obligations that the extent Fund may have to indemnify the Fund’s Capital Commitments later increasedirectors, officers and/or employees or agents with respect to these actions, suits or proceedings. It also is understood that if the Sub-Adviser or any of its affiliates provide accounting services to the Fund, the Fund will reimburse Apollo Capital Credit Adviser, LLC (the “Adviser”) and the Adviser or will reimburse the Sub-Adviser and its affiliates may be reimbursed for past payments of excess organization and offering their costs made on in providing such accounting services to the Fund’s behalf provided that the total organization and offering Fund using a methodology for determining costs borne approved by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expensesBoard. From time to time, the Sub-Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund Company will reimburse the Adviser, and the Adviser will reimburse the Sub-Adviser, the Administrator or such affiliates thereof for any such amounts paid on the FundCompany’s behalf. From time to time, the Sub-Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the FundCompany’s shareholders, subject . Costs and expenses of the Administrator and the Sub-Adviser that are eligible for reimbursement by the Company will be reasonably allocated to the cap Company on organization and offering expenses described abovethe basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.
Appears in 1 contract
Sources: Administration Agreement (Apollo Diversified Credit Fund)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities hereunder. The Company will bear all costs and expenses of its organization, except as otherwise provided herein operations, administration and in transactions and not specifically assumed by Oaktree Fund Advisors, LLC (the “Adviser”), pursuant to that certain Investment Advisory Agreement, by and between the Fund and the Adviserdated as of [•], as amended from time to time 2023 (the “Investment Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals Costs and staff of the Adviser, when and expenses to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for borne by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, includingCompany include, but are not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
: (i) the cost of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”);
(ii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(via) all costs, fees, costs expenses and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs liabilities incurred in connection with the formation or maintenance and organization of entities or vehicles to hold the Fund’s assets for tax or other purposes;
Company and the offering and sale of common units of limited liability company interests of the Company (viii) costs of derivatives and hedging;
(ix) expensesthe “Units”), including travel, entertainment, lodging and meal expenses, incurred expenses of registering or qualifying securities held by the AdviserCompany for sale and blue sky filing fees; (b) diligence and monitoring of the Company’s financial, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring regulatory and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummatedlegal affairs, and, if necessary, enforcing rights in respect of investments (to the Fundextent an investment opportunity is being considered for the Company and any other funds or accounts managed by the Adviser or its affiliates, the Adviser’s rights;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses related to the due diligence for such as travel expensesinvestment will be shared with such other funds and accounts pro rata based on the anticipated allocation of such investment opportunity between the Company and the other funds and accounts); (c) or an appropriate portion thereof the cost of employees calculating the Company’s net asset value (including third-party valuation firms); (d) the cost of effecting sales and repurchases of the Adviser Units and other securities; (e) management fees payable pursuant to the extent such Investment Advisory Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) retainer, finder’s, placement, adviser, consultant, custodian, sub-custodian, depository (including a depositary appointed pursuant to the national private placement regime in any jurisdiction, a Swiss representative and paying agent or ombudsman appointed pursuant to the Swiss Collective Investment Schemes Act dated June 23, 2006 (as amended) and the implementation thereof (the “CISA”), the Financial Services Act 2018 (the “FinSa”), as well as any similar law, rule or regulation relating to the implementation thereof), transfer agent, trustee, disbursal, brokerage, registration, legal and other similar fees, commissions and expenses relate attributable to making or holding investments; (h) the reporting, filing and other compliance requirements (including expenses associated with the initial registrations, filings and compliance) contemplated by any national private placement regime in any jurisdiction; (i) fees and expenses associated with marketing efforts (including travel and attendance at meetings of the Board of Trustees or any committees thereof;
investment conferences and similar events); (xij) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated allocable out-of-pocket costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
; (xiiik) all brokerage costs, prime brokerage fees, custodial expenses, agent bank interest and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers on or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments any indebtedness; (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing efforts;
(xviil) federal and state registration fees, franchise fees, fees and other governmental charges; (m) any stock exchange listing fees fees; (n) federal, state and fees payable to rating agencies;
local taxes; (xviiio) independent trusteesdirectors’ fees and expenses including reasonable travelexpenses; (p) brokerage commissions; (q) costs of proxy statements, entertainment, lodging Unitholders’ reports and meal expenses, notices and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
regulatory reporting expenses; (xixr) costs of preparing financial statements government filings, including periodic and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing current reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission ; (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxxs) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
; (xxxit) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying independent accountants and secretarial and other staff;
outside legal costs; (xxxiiu) fees, costs and expenses of winding up and liquidating liquidation; (v) litigation, indemnification and other extraordinary or non-recurring expenses; (w) dues, fees and charges of any trade association of which the Fund’s assets;
Company is a member; (xxxiiix) extraordinary research and software expenses, quotation equipment and services and other expenses incurred in connection with data services, including subscription costs, providing real-time price feeds, real-time news feeds, securities and company information, and company fundamental data attributable to such investments; (such as litigation or indemnification);
(xxxivy) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation investor reporting and filing of reports to be filed with the CFTCcommunications; (z) all costs, reportsexpenses, disclosures, filings fees and notifications prepared liabilities incurred in connection with the laws and/or regulations liquidation of jurisdictions the Company; (aa) all other out-of-pocket expenses, fees and liabilities that are incurred by the Company or by the Adviser on behalf of the Company or that arise out of the operation and activities of the Company, including expenses related to organizing and maintaining persons through or in which investments may be made and the Fund engages in activitiesallocable portion of any Adviser costs, including any noticespersonnel, reports and/or filings required under The Directive 2011/61/EU incurred in connection therewith; (bb) accounting expenses, including expenses associated with the preparation of the European Parliament financial statements and tax information reporting returns of the Council Company and the filing of 8 June 2011 on Alternative Investment Fund Managers various tax withholding forms and any applicable legislation implemented treaty forms by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures the Company; (cc) the allocable portion of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures compensation of the Adviser Company’s Chief Financial Officer and its affiliates relating to the Fund Chief Compliance Officer and its activities;
their respective staffs; and (xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvidd) all other expenses incurred by the Administrator, an affiliate of the Administrator or the Company in connection with administering the FundCompany’s business. Pursuant , including payments under this Agreement to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof affiliate in an amount equal to the Company’s allocable portion of overhead and other expenses incurred by the Administrator or such affiliate in performing its obligations and services under this Agreement, such as rent and the Company’s allocable portion of the cost of personnel attributable to performing such obligations and services, including, but not limited to, marketing, legal and other services performed by the Administrator or such affiliate for any such amounts paid on the Fund’s behalfCompany. From time to timeFor the avoidance of doubt, the Adviser or Company will bear its allocable portion of the costs of the compensation, benefits, and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services under this Agreement, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All an affiliate) who assist with the preparation, coordination, and administration of the foregoing expenses or provide other “back office” or “middle office” financial or operational services to the Company. The Company will ultimately be borne reimburse the Administrator (or its affiliates) for an allocable portion of the compensation paid by the Fund’s shareholdersAdministrator (or its affiliates) to such individuals (based on a percentage of time such individuals devote, subject on an estimated basis, to the cap business and affairs of the Company and in acting on organization behalf of the Company). Additionally, the Company will bear all of the costs and offering expenses described aboveof any sub-administration agreements that the Administrator enters into.
Appears in 1 contract
Sources: Administration Agreement (Oaktree Gardens OLP, LLC)
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, salaries, bonus and benefits, rent, utilities, insurance, payroll taxes, bonuses, employee benefits, furnishings, telecommunications and certain information services and certain office expenses, including office supplies and equipment and other similar expenses and the other routine overhead expenses, of such personnel allocable to such services, (individually and collectively, “Overhead”) will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s its operations, administration and transactions, including, but not limited to:
: (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
; (b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) Overhead and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer, chief operating officer, chief legal officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. OHA or any of its affiliatesAffiliates (as defined below) providing non-investment related services to the Fund; and
and (c) all other expenses of the Fund’s operations operations, administration and transactions including, without limitation, those relating to:
: (i) organization and offering fees, costs and expenses associated with this offering (including legal, accounting (including expenses of in-house legal, accounting, tax and other professionals of the cost Adviser, inclusive of their allocated Overhead), printing, mailing, subscription processing and filing fees costs and expenses (including “blue sky” laws and regulations) and other offering fees costs and expenses, including fees, costs and expenses associated with technology integration between the Fund’s systems and those of participating intermediaries, diligence expenses of participating intermediaries, fees, costs and expenses in connection with preparing the preparation of the Fund’s organization governing documents, offering memoranda, sales materials and offeringother marketing expenses, subject to a cap of 0.10% design and website fees, costs and expenses, fees, costs and expenses of the Fund’s total capital commitments (“Capital Commitments”escrow agent and transfer agent, fees, costs and expenses to attend retail seminars sponsored by participating intermediaries and fees, costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee);
; (ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including, for the cost avoidance of doubt, the Fund’s financial audit, and with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA member state in connection with such Directive (the “AIFMD”)), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Adviser), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology, portfolio reconciliation, portfolio compliance and reporting or other services or that are otherwise related to the implementation, maintenance and supervision of the procedures relating to the books and records of the Fund and any personnel related thereto, inclusive of their allocated Overhead (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) fees, costs and expenses for time spent by its in-house attorneys and tax advisors that provide legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) fees, costs and expenses incurred to provide administrative and accounting services to the Fund or its portfolio companies, and fees, costs, expenses and charges incurred directly by the Fund or Affiliates in connection such services (including Overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services of the same skill and expertise, in accordance with the Adviser’s expense allocation policy); (iii) all fees, costs, expenses of calculating the Fund’s net asset valueNAV, including the cost of any third-party valuation services;
; (iiiiv) the cost all fees, costs, expenses of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) the Fund and other securities;
; (ivv) fees and any fees, costs, expenses payable under any managing dealer manager and placement agent selected intermediary agreements, if any;
; (vvi) debt service all interest and fees, costs and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Fund, including, but not limited to, the arranging thereof;
thereof and related legal expenses; (vivii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
; (viiviii) all fees, costs and expenses incurred in connection with the formation or maintenance of entities or vehicles vehicles, including special purpose vehicles, to hold the Fund’s assets for tax or other purposes;
; (viiiix) all fees, costs and expenses of derivatives and hedging;
; (ixx) all fees, costs and expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
; (xxi) all fees, costs and expenses (including the allocable portions of compensation Overhead and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
; (xixii) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
; (xiixiii) the all allocated fees, costs and expenses incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
; (xiiixiv) all brokerage costsfees, costs and expenses, hedging fees, costs and expenses, prime brokerage fees, costs and expenses, custodial fees, costs and expenses, agent bank and other bank service fees, costs and expenses; private placement fees, costs and expenses, commissions, appraisal fees, commitment fees and underwriting fees, underwriting costs and commissionsexpenses; fees, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
; (xivxv) investment costsfees, costs and expenses, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses associated with vehicles related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participate participates in investments;
the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (xvincluding personnel of the Adviser or its Affiliates) and/or in connection with the maintenance and operation of such vehicle, or other Overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more Affiliates of the Adviser as lessor in connection therewith)); (xvi) all transfer agent, dividend agent and custodial fees;
(xvi) fees , costs and expenses associated with marketing efforts;
expenses; (xvii) all federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
; (xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xix) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.
Appears in 1 contract
Sources: Administration Agreement (T. Rowe Price OHA Select Private Credit Fund)
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 obligationsobligations hereunder, including which shall be equal to an amount based on the Fund’s allocable portion (subject to review and approval of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff Board) of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine Administrator’s overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) allocable rent, and the allocable portion of the cost of the Fund’s officers, including a chief compliance executive officer, chief financial officer and chief compliance officer, chief administrative officer, chief legal officer, and chief operating officer, if any, and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at . To the extent the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or outsources any of its affiliates; andfunctions to third parties, the Fund may pay the fees associated with such functions on a direct basis to such third parties without profit to the Administrator.
b. Unless the Administrator, on the one hand, or the Advisors, on the other, elect to bear or waive any of the following costs (c) in their sole and absolute discretion), the Fund will bear all other out-of-pocket costs and expenses of the Fund’s its operations and transactions transactions, including, without limitation, those relating to:
(i) the cost of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”)any non-investment related interest expense;
(ii) the cost of calculating the Fund’s net asset value, value and expenses incurred by the Advisor or any sub-advisor in conjunction with the valuation services (including the cost and expenses of any third-party valuation servicesfirms) requested by the Advisor or the Fund;
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and all expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangementsrelated to its investment program, including, but not limited to, expenses borne indirectly through the arranging thereofFund’s investments in subsidiaries or SPVs, including any fees and expenses charged by any Core Independent Manager or Underlying Independent Manager, as such terms are defined in the Prospectus, all costs and expenses directly related to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in subsidiaries or SPVs (whether or not consummated), and enforcing the Fund’s rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, fees for data and software providers, research expenses, professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and margin fees;
(viiv) all feesthe organization of the Fund, costs and expenses including the organization of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sourcesfeeder fund;
(viiv) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives direct and hedging;
(ix) expenses, including travel, entertainment, lodging and meal indirect expenses, incurred by the AdviserAdvisor, or members of its investment teamteams, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (rights including, without limitation, (a) travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars(b) origination fees, syndication fees, research costs, due diligence costs, bank service fees and (c) fees and expenses arising out related to the organization or maintenance of trade settlements (including any delayed compensation expenses)intermediate entity used to acquire, hold or dispose of any portfolio company or otherwise facilitating the Fund’s investment activities;
(xivvi) investment costsfees and expenses incurred by the Advisor (and its affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Fund and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Fund’s investments and monitoring investments and portfolio companies on an ongoing basis;
(vii) any and all fees, costs and expenses incurred in evaluatingconnection with the Fund’s incurrence of leverage or other indebtedness, developingincluding, negotiatingbut not limited to, structuringborrowings, tradingdollar rolls, settlingreverse purchase agreements, monitoring credit facilities, securitizations, margin financing and holding actual investments derivatives and swaps, and including any principal or interest on the Fund’s borrowings and indebtedness (including, without limitation, any financingfees, legalcosts, filing, auditing, tax, accounting, complianceand expenses incurred in obtaining lines of credit, loan administrationcommitments, advisoryand letters of credit for the Fund’s account and in making, consultingcarrying, engineering funding and/or otherwise resolving investment guarantees);
(viii) offerings, sales, and repurchases of the Shares and other professional securities;
(ix) fees and expenses payable under this Agreement;
(x) administration fees and expenses, if any, payable under the Administration Agreement;
(xi) fees and expenses based upon the Fund’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including the allocable portion of the compensation of the Fund’s chief executive officer, chief compliance officer, chief financial officer, chief administrative officer, chief legal officer, chief operating officer, and their respective staffs;
(xii) costs incurred in connection with investor relations and Board relations;
(xiii) any applicable administrative agent fees or loan arranging fees incurred with respect to the Fund’s portfolio investments by the Advisor, the Administrator, the Sub-Administrator, or an affiliate thereof;
(xiv) any and all fees, costs and expenses incurred in connection therewith (to the extent the Adviser is not reimbursed by a prospective implementing or actual issuer of the applicable investment maintaining third-party or proprietary software tools, programs or other third parties or capitalized as part of technology for the acquisition price of the transaction) Fund’s benefit (including, without limitation, any and any all fees, costs and expenses associated with vehicles through which the Fund directly of any investment, books and records, portfolio compliance and reporting systems, general ledger or indirectly participate in investmentsportfolio accounting systems and similar systems and services, including without limitation, consultant, software licensing, data management and recovery service fees and expenses);
(xv) transfer agent, dividend agent and custodial feesfees and expenses;
(xvi) fees and expenses associated with marketing efforts;
(xvii) federal and state registration fees, franchise including notice filing fees;
(xvii) federal, any stock exchange listing fees state and fees payable to rating agencieslocal taxes;
(xviii) independent trustees’ fees and expenses of the members of the Board who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of the Advisor, any sub-advisor or of the Fund (each, an “Independent Trustee”), including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trusteesIndependent Trustees;
(xix) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with required by the SEC, Financial Industry Regulatory Authority, Inc., U.S. Commodity Futures Trading Commission (“CFTC”) and Commission, or other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities lawsregulators, and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser Advisor, any sub-advisor and its their respective affiliates relating to the Fund and its activities;
(xxxvxx) costs of any reports, proxy statements or other notices to shareholders, including printing costs;
(xxi) fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums;
(xxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, tax preparers and outside legal costs;
(xxiii) proxy voting expenses;
(xxiv) all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board to or on account of holders of the securities of the Fund, including travel) in connection with the diligence distribution reinvestment plan or the share repurchase program;
(xxv) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(xxvi) to the extent permitted by the 1940 Act or any exemptive relief obtained thereunder, allocable fees and oversight expenses associated with marketing efforts on behalf of the Fund’s service providers; and
(xxxvixxvii) all other any extraordinary expenses, or those expenses incurred by the Administrator Fund outside of the ordinary course of its business, including, without limitation, costs incurred in connection with administering the Fund’s business. Pursuant to the Advisory Agreementany claim, with respect to 4(c)(i) abovelitigation, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitmentsarbitration, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increasemediation, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees government investigation or similar fees or proceeding, indemnification expenses, and expenses charged directly to an investor in an offering by connection with holding and/or soliciting proxies for a placement agent or similar party will not be considered organization or offering expenses meeting of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to including indemnification expenses as provided for in the cap on organization and offering expenses described aboveFund’s organizational documents.
Appears in 1 contract
Sources: Administration Agreement (Axxes Private Markets Fund)
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, including the Fund’s allocable portion of the costs obligations and expenses of providing personnel and facilities hereunder, except . Except as otherwise specifically provided herein and or otherwise in that certain Investment the Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time Agreement (the “Advisory Agreement”) between the Fund and First Eagle Investment Management, LLC (the “Adviser”) and the Sub-Advisory Agreement (the “Sub-Advisory Agreement”) between the Adviser and First Eagle Alternative Credit, LLC (the “Subadviser” and, together with the Adviser, the “Advisers”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff of the AdviserAdvisers, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus compensation and benefits, bonuses and benefits of such personnel and the routine overhead expensesexpenses (including rent, of such personnel office equipment and utilities) allocable to such services, will be provided and paid for by the AdviserAdvisers. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees the Base Management Fee and incentive feesIncentive Fee, to the Adviser, both as defined in, and pursuant to to, the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) compensation and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: :
(i) the Fund’s chief compliance officerChief Compliance Officer, chief financial officer Chief Financial Officer, General Counsel, Head of Legal and Compliance and their respective staffs, which may include personnel at either the Adviser or Subadviser who assist such officers; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and and
(iiiii) any internal audit group personnel of The Blackstone Group L.P. the Advisers or any of its affiliatestheir affiliates providing non-investment related services to the Fund; and
(c) all other expenses of the Fund’s operations operation, administration and transactions including, without limitation, those relating to:
(i) organization and offering expenses associated with any offering and any future issuance of preferred shares (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the cost Fund’s systems and those of participating intermediaries, reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Fund’s organization transfer agent, fees to attend retail seminars sponsored by participating intermediaries and offeringcosts, subject expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors);
(ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors or accounting services providers), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”)), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, transfer agents, dividend agents, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator or its affiliates in the credit-focused business of First Eagle), and other professionals and service providers (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, operations, treasury, valuation, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide legal or tax advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) expenses and fees to provide administrative, operational, accounting, treasury, and valuation services to the Fund or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Fund or affiliates in connection with such services, in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services of the same skill and expertise;
(iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iiiiv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other Fund securities;
(ivv) fees and expenses payable under any dealer intermediary manager and placement agent selected intermediary agreements, if any;
(vvi) debt service interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative and hedging transactions (including interest, fees and related advisory and legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Fund, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vivii) all fees, costs and expenses of any loan servicers servicers, loan agents, and other service providers and of any custodians, lenders, investment banks and other financing sources;
(viiviii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the AdviserAdvisers, or members of its their investment team, or payable to third parties, in identifying, sourcing, evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rightsrights related thereto;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser Advisers to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar paymentspayments and, if necessary, the expenses related to enforcing the Fund’s rights related to any prospective or potential investments that are not ultimately made;
(xii) the allocated costs incurred by the Adviser Advisers and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, loan servicers, agent bank and other bank service fees; private placement feesfees and expenses, commissions, appraisal fees, commitment fees, fees and underwriting costs and commissions, including commissions and other compensation payable to brokers or dealerscosts; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with developing, evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, research, data, technology, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings), any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) dollars and expenses arising out of trade settlements or loan closings (including any delayed compensation expenses);
(xiv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan agenting and administration, treasury, valuation, travel, meals, accommodations and entertainment, advisory, research, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is Advisers are not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses associated with vehicles related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participate participates in investmentsthe acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of the Advisers or their affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates of First Eagle as lessor in connection therewith));
(xv) transfer agent, dividend agent and custodial fees;
(xvi) fees and expenses associated with marketing efforts;
(xviixvi) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviiixvii) independent trusteesTrustees’ fees and expenses expenses, including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trusteesTrustees;
(xixxviii) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory AuthorityAuthority (“FINRA”), U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing costs, and the costs associated with reporting and compliance obligations under the Investment Company 1940 Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xxxix) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser Advisers or its their affiliates in connection with such provision of services thereby);
(xxixx) the costs of preparing and filing any registration statements, reports, prospectuses, proxy statements statements, other documents required by the SEC or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee Trustee meetings;
(xxiixxi) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxivxxii) costs of registration rights granted to certain investors;
(xxvxxiii) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks Advisers lack sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvixxiv) all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund Fund, any of its vehicles or its portfolio companies and the amount of any judgments judgments, assessments fines, remediations or settlements paid in connection therewith, trustees ; Trustees and officers, officers liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnificationindemnification by the Fund) or extraordinary expense or liability relating to the affairs of the Fund’s affairs;
(xxviixxv) all fees, costs and expenses associated with the Fund’s information, technologyobtaining and maintaining technology (including the costs of any professional service providers), communicationhardware/software, data-acquisition and related communication costs, market and portfolio company data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s Advisers’ or its affiliates their affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, holdings or a combination thereof or other reasonable methods determined by the Administrator))) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by the Advisers and/or their affiliates for technology and data-related services noted herein that are provided to the Fund and/or its portfolio companies (including in connection with prospective investments) such as financial spreading, each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviiixxvi) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDCbusiness development company;
(xxixxxvii) costs associated with individual or group shareholders;
(xxxxxviii) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxixxix) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxiixxx) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxivxxxi) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings filings; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.pre
Appears in 1 contract
Sources: Administration Agreement (First Eagle Private Credit Fund)
Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator set forth herein and the Administrator, the Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion provision of the costs and expenses of providing personnel and facilities to the Company hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and Company shall pay to the Adviser, as amended from time Administrator a fee equal to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff 0.0375% of the AdviserCompany’s net assets attributable to common shares, when and to determined as of the extent engaged in providing investment advisory services to end of each calendar quarter (0.15% annualized); provided, that the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, aggregate amount of such personnel allocable to such services, will be provided and fee plus the amount of the registered fund services fee paid for by the Adviser. The Fund will bear all Company to AFS as Sub-Administrator (which for the avoidance of doubt does not include any other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other costs or expenses incurred payable by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. Company or any of its affiliates; and
(csubsidiary thereof to AFS for other services) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
(i) the cost of the Fund’s organization and offering, subject to a cap of 0.10shall on an annual basis be no more than 0.35% of the Fund’s total capital commitments (“Capital Commitments”);average net assets attributable to common shares.
(iib) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arranging thereof;
(vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(viii) costs of derivatives and hedging;
(ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments;
(xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, appraisal fees, commitment fees, underwriting costs and commissions, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) investment costs, including The Company shall bear all fees, costs and expenses incurred in evaluatingconnection with its operation, developingadministration and transactions and that are not specifically assumed by the Administrator (or the Adviser, negotiatingif not the Administrator), structuringincluding but not limited to those relating to: (i) its organization; (ii) any offering of the Company’s securities, tradingincluding any underwriting discounts or commissions and any related legal or accounting fees and expenses; (iii) the establishment or operation of any credit facility or other leverage utilized by the Company; (iv) interest payable on debt, settlingif any, monitoring incurred by the Company; (v) sales and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering purchases of the Company’s common stock and other professional feessecurities, costs and expenses including in connection therewith with any tender offers or repurchase offers relating thereto; (to vi) any material acquisition, merger, consolidation, reorganization, asset sale or other business combination involving the extent the Adviser is not reimbursed by a prospective Company; (vii) any annual or actual issuer special meeting of stockholders of the applicable investment or other third parties or capitalized as part of the acquisition price of the transactionCompany; (viii) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments;
(xv) transfer agent, dividend agent and custodial fees;
(xvi) management fees and related expenses associated with marketing efforts;
payable under the Advisory Agreement; (xviiix) amounts payable under this Agreement; (x) federal and state registration fees; (xi) federal, franchise feesstate, any stock exchange listing local and foreign taxes; (xii) independent directors’ fees and expenses; (xiii) the Company’s allocation portion of any fidelity bond, directors and officers / errors and omissions liability insurance and any other insurance premiums; (xiv) the acquisition or disposition of investments, including any brokerage fees or commissions and any legal, accounting or due diligence fees or expenses relating thereto; (xv) the investigation and monitoring of the Company’s investments, including travel- related expenses; (xvi) calculating net asset value; (xvii) fees payable to rating agencies;
third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (xviii) transfer agent and custodial fees; (xix) the retention of any sub-administrator or third-party compliance firm; (xx) marketing efforts (including attendance at investment conferences and similar events); (xxi) any exchange listing fees; (xxii) preparing , printing and disseminating proxy materials, stockholders’ reports and other notices; (xxiii) preparing and submitting government filings, including periodic and other reports; (xxiv) independent trustees’ fees audits and expenses including reasonable travel, entertainment, lodging the engagement of outside accountants and meal expenses, and any legal counsel or other advisors retained by, or at counsel; (xxv) legal services provided by the discretion or Administrator’s in-house legal team to the Administrator for the benefit of, of the independent trustees;
Company; (xixxxvi) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, ; and the compensation of professionals responsible for the foregoing;
(xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings;
(xxii) proxy voting expenses;
(xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith);
(xxiv) costs of registration rights granted to certain investors;
(xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs;
(xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying mailing and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other direct expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% any of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers the Company in connection with administering the Company’s business, including payments under this Agreement that are based upon the Company’s allocable portion of goods the compensation of the Company’s chief compliance officer. For the avoidance of doubt, to the extent that any such fees, costs or services. The Fund will reimburse expenses are paid by the AdviserAdministrator (or an affiliate thereof) on behalf of the Company, the Administrator (or such affiliates thereof affiliate) shall be entitled to reimbursement by the Company.
(c) The Administrator agrees to waive the fees, costs and expenses payable to it by the Company pursuant to Section 4(a) above, and to pay or absorb expenses of the Company (a “Waiver”) so that the “Total Annual Expenses” (as such term if defined for purposes of Form N-2) of the Company (excluding (i) interest payable on debt, (ii) federal, state, local and foreign taxes, (iii) acquired fund fees and expenses, (iv) extraordinary expenses), (v) management fees payable pursuant to the Advisory Agreement, (vi) the administrative fee payable pursuant to Section 4(a) above and (vii) any such amounts paid on registered fund services fee payable to a Sub-Administrator) will not exceed 1.50% of the Fund’s behalf. From time average net assets attributable to timecommon shares on an annual basis (the “Expense Limitation”).
(d) For a period not to exceed three (3) years from the date on which a Waiver is made by the Administrator pursuant to this Section, the Adviser or the Administrator may defer recoup amounts waived or waive fees and/or rights assumed, provided it is able to be reimbursed for expenses. All effect such recoupment without causing the Company’s Total Annual Expenses (after recoupment) to exceed the lesser of (a) the expense limitation in effect at the time of the foregoing expenses will ultimately be borne by Waiver, and (b) any expense limitation in effect at the Fund’s shareholders, subject to time of the cap on organization and offering expenses described aboverecoupment.
Appears in 1 contract
Sources: Administration Agreement (Yieldstreet Alternative Income Fund Inc.)
Compensation; Allocation of Costs and Expenses. 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, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and OHA Private Credit Advisors II, L.P., in its capacity as the Fund’s investment adviser (the “Adviser”), as amended from time to time (the “Advisory Agreement”). Except as specifically provided hereinherein or otherwise in the Advisory Agreement, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, salaries, bonus and benefits, rent, utilities, insurance, payroll taxes, bonuses, employee benefits, furnishings, telecommunications and certain information services and certain office expenses, including office supplies and equipment and other similar expenses and the other routine overhead expenses, of such personnel allocable to such services, (individually and collectively, “Overhead”) will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s its operations, administration and transactions, including, but not limited to:
(a1) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b2) the Fund’s allocable portion of compensationOverhead (excluding, overhead (including rentfor the avoidance of doubt, office rent or depreciation, utilities, capital equipment and utilitiesor other administrative items of the Administrator) and other expenses incurred paid for and/or advanced by the Administrator on behalf of the Fund in performing connection with the provision of its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer, chief operating officer, chief legal officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. the Adviser or any of its affiliatesaffiliates providing non-investment related services to the Fund; and
(c3) all other expenses of the Fund’s operations operations, administration and transactions including, without limitation, those relating to:
i. organization and offering fees, costs and expenses associated with this offering (iincluding legal, accounting (including expenses of in-house legal, accounting, tax and other professionals of the Adviser, inclusive of their allocated Overhead), printing, mailing, subscription processing and filing fees, costs and expenses (including “blue sky” laws and regulations) and other offering fees, costs and expenses, including fees, costs and expenses associated with technology integration between the cost Fund’s systems and those of participating intermediaries, diligence expenses of participating intermediaries, fees, costs and expenses in connection with preparing the preparation of the Fund’s organization governing documents, offering memoranda, sales materials and offeringother marketing expenses, subject to a cap of 0.10% design and website fees, costs and expenses, fees, costs and expenses of the Fund’s total capital commitments (“Capital Commitments”escrow agent, transfer agent and sub-transfer agent, fees, costs and expenses to attend retail seminars sponsored by participating intermediaries and fees, costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fees);
ii. all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (iiincluding tax advisors), administrators, auditors (including, for the avoidance of doubt, the Fund’s financial audit, and with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA member state in connection with such Directive (the “AIFMD”)), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator and its affiliates in the credit focused business of the Adviser), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology, portfolio reconciliation, portfolio compliance and reporting or other services or that are otherwise related to the implementation, maintenance and supervision of the procedures relating to the books and records of the Fund and any personnel related thereto, inclusive of their allocated Overhead (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the cost Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) fees, costs and expenses for time spent by its in-house attorneys and tax advisors that provide legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) fees, costs and expenses incurred to provide administrative and accounting services to the Fund or its portfolio companies, and fees, costs, expenses and charges incurred directly by the Fund or affiliates in connection such services (including Overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services of the same skill and expertise, in accordance with the Adviser’s expense allocation policy);
iii. all fees, costs, expenses of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iii) the cost iv. all fees, costs, expenses of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) Shares and other securities;
(iv) fees v. any fees, costs and expenses payable under any managing dealer manager and placement agent selected intermediary agreements, if any;
(v) debt service vi. all interest and fees, costs and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) and other costs arising out of all borrowings, leverage, guarantees made or other financing arrangementsentered into by the Fund, including, but not limited to, the arranging thereofthereof and related legal expenses;
(vi) vii. all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(vii) viii. all fees, costs and expenses incurred in connection with the formation or maintenance of entities or vehicles vehicles, including special purpose vehicles, to hold the Fund’s assets for tax or other purposes;
(viii) ix. all fees, costs and expenses of derivatives and hedging;
(ix) x. all fees, costs and expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(x) xi. all fees, costs and expenses (including the allocable portions of compensation Overhead and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(xi) xii. all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including including, without limitation any legal, tax, administrative, accounting, travel travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(xii) the xiii. all allocated fees, costs and expenses incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it;
(xiii) xiv. all brokerage costsfees, costs and expenses, hedging fees, costs and expenses, prime brokerage fees, costs and expenses, custodial fees, costs and expenses, agent bank and other bank service fees, costs and expenses; private placement fees, costs and expenses, commissions, appraisal fees, commitment fees and underwriting fees, underwriting costs and commissionsexpenses; fees, including commissions and other compensation payable to brokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, entertainmentmeals, lodging accommodations and meal expensesentertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
(xiv) xv. investment costsfees, costs and expenses, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, tradingtrading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses associated with vehicles related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participate participates in investmentsthe acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of the Adviser or its affiliates) and/or in connection with the maintenance and operation of such vehicle, or other Overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates of the Adviser as lessor in connection therewith));
(xv) xvi. all transfer agent, sub-transfer agent, dividend agent and custodial fees, costs and expenses;
(xvi) fees and expenses associated with marketing efforts;
(xvii) . all federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(xviii) . independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xix) . costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company 1940 Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(xx) . all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby);
(xxi) the . all fees, costs and expenses of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any Shareholder shareholder or trustee Trustee meetings;
(xxii) . all proxy voting fees, costs and expenses;
(xxiii) . all fees, costs and expenses associated with an exchange listing (to the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewithextent applicable);
(xxiv) costs of registration rights granted to certain investors;
(xxv) . any and all taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all fees, costs and expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
(xxvi) ; xxv. all fees, costs and expenses of any litigation litigation, arbitration or audit involving the Fund Fund, any vehicle or its portfolio companies and the amount of any judgments judgments, assessments, fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Fund’s affairs;
(xxvii) xxvi. all fees, costs and expenses associated with the Fund’s information, technologyobtaining and maintaining technology (including any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems such as “Wall Street Office,” “Everest” (Allvue), “Trinity” and similar systems and services, including consultant, software licensing, data management and recovery services fees and any tools, programs, subscriptions or other systems providing market data, analytical, database, news or third-party research or information services and the costs of any related professional service providers), third party or proprietary hardware/ software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, holdings or a combination thereof or other reasonable methods determined by the Administrator)) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its affiliates for data-related services provided to the Fund and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
(xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC;
(xxix) costs associated with individual or group shareholders;
(xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(xxxii) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(xxxiii) extraordinary expenses (such as litigation or indemnification);
(xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities;
(xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and
(xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business. Pursuant to the Advisory Agreement, with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the Fund’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Fund for purposes of the Fund’s cap on organization and offering expenses. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and offering expenses described above.connec
Appears in 1 contract
Sources: Administration Agreement (T. Rowe Price OHA Flexible Credit Income Fund)