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, 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 herein or otherwise in the Advisory Agreements, the Fund anticipates that all investment professionals and staff of the Advisers, 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 Advisers. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to: (i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement; (ii) 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 and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (x) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (y) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (z) any internal audit group personnel of AB Private Credit Investors LLC or any of its affiliates; and (iv) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to: (1) 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 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 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); (2) 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; (4) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities; (5) fees and expenses payable under any dealer manager and selected dealer agreements, if any; (6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses; (7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources; (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; (9) costs of derivatives and hedging; (10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers or members of its investment team, or payable to third parties, in 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; (11) 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 Advisers to the extent such expenses relate to attendance at meetings of the Board or any committees thereof; (12) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, 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; (13) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it; (14) 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 and underwriting costs; 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, meals, accommodations and entertainment 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); (15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities; (16) transfer agent, dividend agent and custodial fees; (17) fees and expenses associated with marketing efforts; (18) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies; (19) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the independent trustees; (20) 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; (21) 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 Advisers or their respective affiliates in connection with such provision of services thereby); (22) 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; (23) proxy voting expenses; (24) costs associated with an exchange listing; (25) costs of registration rights granted to certain investors, if any; (26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the 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; (27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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; (28) all fees, costs and expenses associated with the Fund’s information and data technology systems; (29) the costs of specialty and custom software for investments; (30) costs associated with individual or group shareholders; (31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums; (32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff; (33) all fees, costs and expenses of winding up and liquidating the Fund’s assets; (34) extraordinary expenses (such as litigation or indemnification); (35) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and 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; (36) 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 (38) all other expenses incurred by the Administrator in connection with administering the Fund’s business. (c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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. (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 Fund on the 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 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, 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”), 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 herein or otherwise in the Advisory AgreementsAgreement, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation 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: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors HPS Investment Partners, LLC or any of its affiliates; and
(ivc) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1i) 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 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 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 advisors or financial or other advisersadvisors, but excluding the shareholder servicing fee);
(2ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisersadvisors), 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 advisersadvisors, 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 AdvisersHPS 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 advisers 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 servicesservices (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);
(3iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(4iv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5v) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(6vi) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7vii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(8) viii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(9ix) costs of derivatives and hedging;
(10x) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers 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;
(11xi) 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 Advisers Adviser to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12xii) 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, 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;
(13xiii) the allocated costs incurred by HPS Investment Partners, LLC, in its capacity as both the Advisers or their affiliates Adviser and the Administrator, in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14xiv) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15xv) investment costs, excluding internal including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (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, 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 Adviser for providing applicable investment advisory services, 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 Fund directly or indirectly participates in 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 (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));
(16xvi) transfer agent, dividend agent and custodial fees;
(17xvii) fees and expenses associated with marketing efforts;
(18xviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(20xx) 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;
(21xxi) 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 Advisers Adviser or their respective its affiliates in connection with such provision of services thereby);
(22xxii) 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;
(23xxiii) proxy voting expenses;
(24xxiv) costs associated with an exchange listing;
(25xxv) costs of registration rights granted to certain investors, if any;
(26xxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27xxvii) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28xxviii) all fees, costs and expenses associated with the Fund’s information information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data technology systemsand research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates’ internal and third-party 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) 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;
(29xxix) the costs of specialty and custom software for investmentsmonitoring 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;
(30xxx) costs associated with individual or group shareholders;
(31xxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32xxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33xxxiii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34xxxiv) extraordinary expenses (such as litigation or indemnification);
(35xxxv) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Advisers 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.reg
Appears in 2 contracts
Sources: Administration Agreement (HPS Corporate Lending Fund), 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 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 specifically provided herein or otherwise provided herein, 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”), 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 herein or otherwise in the Advisory Agreements, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation 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: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC Apollo Global Management, Inc. (“Apollo”) or any of its affiliatesaffiliates providing non-investment related services to the Fund; and
(ivc) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1i) subject to the 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 participating broker-dealersintermediaries, 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-dealersintermediaries, registered investment advisers advisors or financial or other advisersadvisors, but excluding the shareholder servicing fee);
(2ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisersadvisors), 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 advisersadvisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, Administrator or its affiliates in the credit-credit focused business of the AdvisersApollo), 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 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 servicesservices (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 servicesservices of the same skill and expertise);
(3iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(4iv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5v) fees and expenses payable under any dealer intermediary manager and selected dealer intermediary agreements, if any;
(6vi) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7vii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(8) viii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(9ix) costs of derivatives and hedging;
(10x) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers 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;
(11xi) 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 Advisers Adviser to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12xii) 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, 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;
(13xiii) the allocated costs incurred by the Advisers or their affiliates Administrator in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14xiv) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15xv) investment costs, excluding internal including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (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, 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 Adviser for providing applicable investment advisory services, 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 Fund directly or indirectly participates in 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 (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));
(16xvi) transfer agent, dividend agent and custodial fees;
(17xvii) fees and expenses associated with marketing efforts;
(18xviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(20xx) 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;
(21xxi) 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 Advisers Adviser or their respective its affiliates in connection with such provision of services thereby);
(22xxii) 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;
(23xxiii) proxy voting expenses;
(24xxiv) costs associated with an exchange listing;
(25xxv) costs of registration rights granted to certain investors, if any;
(26xxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27xxvii) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28xxviii) all fees, costs and expenses associated with the Fund’s information information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data technology systemsand research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates’ internal and third-party 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) 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;
(29xxix) the costs of specialty and custom software for investmentsmonitoring 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;
(30xxx) costs associated with individual or group shareholders;
(31xxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32xxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33xxxiii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34xxxiv) extraordinary expenses (such as litigation or indemnification);
(35xxxv) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Advisers 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.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. (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 costs and expenses incurred by annual rate of 0.20% of the Administrator in performing its obligations, including value of the Fund’s allocable portion of the costs average annual net assets. Such fee shall be accrued daily and expenses of providing personnel and facilities hereunder, except as otherwise provided herein, paid monthly 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”)arrears.
(b) Except as specifically provided herein or otherwise in the Advisory Agreements, the Fund anticipates that all investment professionals and staff of the Advisers, 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 Advisers. The Fund will shall bear all other fees, costs and expenses of the Fund’s operationsincurred in connection with its operation, administration and transactions, including, but transactions that are not limited to:
specifically assumed by the Blockchain Administrator (i) investment advisory fees, including management fees and incentive fees, to or the Adviser, if not the Blockchain Administrator, pursuant to the Advisory Agreement;
(ii) 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 and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement), including but not limited to: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (y) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (z) any internal audit group personnel of AB Private Credit Investors LLC or any of its affiliates; and
(iv) all other expenses compensation of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1) organization and offering expenses associated Trustees who are not affiliated 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 Adviser or the Fund’s participating broker-dealers, reasonable bona fide due diligence expenses principal underwriter/distributor or any of participating broker-dealers supported by detailed their respective affiliates; (ii) taxes and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, governmental fees; (iii) interest charges; (iv) fees and expenses of the Fund’s escrow agent independent accountants and legal counsel; (v) trade association membership dues; (vi) fees and expenses of any custodian (including maintenance of books and accounts and calculation of the net asset value of shares of the Fund), transfer agent, fees to attend retail seminars sponsored by participating broker-dealers registrar 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);
(2) 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 dividend disbursing agent of the European Parliament Fund; (vii) expenses of issuing, redeeming, registering and qualifying for sale shares 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 beneficial interest in the credit-focused business of the Advisers), and other professionals Fund; (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 (yviii) expenses of preparing prospectuses and fees reports to provide administrative shareholders, notices, proxy statements and accounting services reports 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, regulatory agencies; (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);
(3ix) the cost of calculating the Fund’s net asset valueoffice supplies, including the cost stationery; travel expenses of any third-party valuation services;
all officers, Trustees and employees; (4x) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest insurance premiums; (xi) brokerage and other securities;
(5) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
executing portfolio transactions; (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;
(9) costs of derivatives and hedging;
(10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers or members of its investment team, or payable to third parties, in 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;
(11xii) expenses of shareholders’ meetings; (including the allocable portions of compensation xiii) organizational expenses; and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Advisers to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, 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;
(13) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(16) transfer agent, dividend agent and custodial fees;
(17) fees and expenses associated with marketing efforts;
(18) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the independent trustees;
(20) 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;
(21) 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22) 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;
(23) proxy voting expenses;
(24) costs associated with an exchange listing;
(25) costs of registration rights granted to certain investors, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the 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;
(27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28) all fees, costs and expenses associated with the Fund’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34xiv) extraordinary expenses (such as litigation or indemnification);
(35) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the 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: 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, 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”), 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 herein or otherwise in the Advisory Agreementsherein, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation 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: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC The Blackstone Group L.P. or any of its affiliates; and
(ivc) all other expenses of the Fund’s operations, administration operations and transactions including, without limitation, those relating to:
(1i) 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 cost of the Fund’s participating broker-dealersorganization and offering, reasonable bona fide due diligence expenses subject to a cap 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 0.10% of the Fund’s 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 feetotal capital commitments (“Capital Commitments”);
(2) 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);
(3ii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(4iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(5iv) fees and expenses payable under any dealer manager and selected dealer placement agent agreements, if any;
(6v) interest and debt service (including interest, fees and expenses expenses) and other costs arising out of all borrowings, leverage, guarantees and or other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fundfinancing arrangements, including, but not limited to, the arranging thereof and related legal expensesthereof;
(7vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(8) 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;
(9viii) costs of derivatives and hedging;
(10ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers 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;
(11x) 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 Advisers Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(12xi) 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, meals, accommodations travel 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;
(13xii) the allocated costs incurred by the Advisers or their affiliates Adviser and the Administrator in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14xiii) 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, underwriting costs and underwriting costscommissions, 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, mealsentertainment, accommodations lodging and entertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetingsmeal 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);
(15xiv) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any including all fees, costs and expenses related 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 organization extent the Adviser is not reimbursed by a prospective or maintenance actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any vehicle costs and expenses associated with vehicles through which the Fund directly or indirectly participates participate in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activitiesinvestments;
(16xv) transfer agent, dividend agent and custodial fees;
(17xvi) fees and expenses associated with marketing efforts;
(18xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(20xix) 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;
(21xx) 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 Advisers Adviser or their respective its affiliates in connection with such provision of services thereby);
(22xxi) 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;
(23xxii) proxy voting expenses;
(24xxiii) 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 exchange listingentity 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);
(25xxiv) costs of registration rights granted to certain investors, if any;
(26xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27xxvi) all fees, costs and expenses of any litigation, arbitration or audit litigation involving the Fund any vehicle or its portfolio companies and the amount of any judgments, assessments fines, remediations 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 affairs of the Fund’s affairs;
(28xxvii) all fees, costs and expenses associated with the Fund’s information information, technology, communication, market data and data technology systemsresearch (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;
(29xxviii) the costs of specialty and custom software for investmentsmonitoring 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;
(30xxix) costs associated with individual or group shareholders;
(31xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33xxxii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34xxxiii) extraordinary expenses (such as litigation or indemnification);
(35xxxiv) 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; notices or disclosures filings 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 AIFMDEuropean 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, European Securities and Markets Authority in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Advisers 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 Advisers Adviser and their 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;
(36xxxv) 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
(38xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c. 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, AB Private Credit Investors LLC, in its capacity as both the Adviser and the AdministratorAdviser, the Sub-Adviser Administrator or their affiliates may pay third-party providers of goods or services. Unless such expenses are specifically assumed by the Advisers, Administrator or their affiliates under this Agreement or the Advisory Agreement, the The Fund will reimburse the AdvisersAdviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Advisers and 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.
(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 , subject to the Fund cap on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administratororganization 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 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, 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”), 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 herein or otherwise in the Advisory Agreementsherein, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. 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:
(ia) investment advisory fees, including management fees and incentive fees, fee to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation 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: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P. or any of its affiliates; and
(ivc) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1i) organization fees, costs and offering expenses of outside counsel, accountants, auditors, appraisers, valuation experts, rating agencies, consultants, administrators, custodians, depositaries, trustees and other similar outside advisors and service providers (including servicing companies in which KKR & Co. Inc. (together with the Adviser and its other affiliates, “KKR”) or its affiliates or eligible partners, members, managing directors, directors, officers or employees of KKR, the Adviser or their respective affiliates (collectively, “KKR Personnel”) have an interest) with respect to 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 activities), and including the cost of any valuation of, or any fairness opinion relating to, any investment or other asset or liability or potential transaction, of the Fund;
a. fees, costs and expenses of identifying, sourcing, investigating (and conducting diligence with respect to), evaluating, structuring, consummating, registering, holding, rating, monitoring or disposing potential and actual portfolio investments, including:
b. brokerage commissions, clearing and settlement charges, investment banking fees, bank charges, custodial fees, placement, syndication and solicitation fees, arranger fees, expenses relating to short sales, sales commissions, and other investment, execution, closing and administrative fees, costs and expenses;
c. 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 investment opportunities, and with respect to travel on noncommercial aircraft, costs of travel at a comparable business class commercial airline rate) including any such expenses incurred in connection with attendance at meetings of relevant investment committees and portfolio management committees;
d. expenses associated with this offering (portfolio and risk management including legalhedging transactions and related costs;
e. fees, accounting, printing, mailing, subscription processing and filing fees costs and expenses incurred in the organization, operation, administration, restructuring or dissolution, liquidation and other offering expenses, termination of any entities through which the Fund makes investments (including costs associated with technology integration between the Fund’s systems establishing and those maintaining a permanent residence in certain jurisdictions, such as employee compensation and benefits, allocable rent and other overhead of the Fund’s participating broker-dealersentities established to manage or administer such entities including entities in which KKR or its affiliates have an interest); and
f. fees, reasonable bona fide due diligence costs and expenses of participating broker-dealers supported by detailed outside counsel, accountants, auditors, consultants (including Capstone) and itemized invoices, costs other similar advisors and service providers incurred in connection with preparing sales materials designing, implementing 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 monitoring participation 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 portfolio companies or other advisers, but excluding the shareholder servicing fee)issuers in compliance and operational “best practices” programs and initiatives;
(2ii) all any taxes, fees, costs, fees 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 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 preparation expenses in connection with such Directive governmental charges (which includes the “AIFMD”)preparation and filing of any forms, investment bankersschedules, administrative agentsfilings, paying agentsinformation 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, depositariescosts and expenses incurred in connection with any audit, custodiansexamination, trusteesinvestigation or other proceeding by any taxing authority or incurred in connection with any governmental or regulatory inquiry, sub-custodiansinvestigation or proceeding, consultants (in each case, involving or otherwise applicable to the Fund, including individuals consulted through expert network consulting firms)the amount of any judgments, engineerssettlements, senior advisersremediation or fines paid in connection therewith, 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 (includingexcluding, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology any fine 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 penalty paid by the Fund if outside service providers provided Adviser or its affiliates to a governmental body of competent jurisdiction on 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 basis of a finding that provide transactional legal advice and/or services the Adviser or such affiliate has breached a fiduciary duty to the Fund (for the avoidance of doubt, the foregoing does not include any fine or penalty related to activities taken by the Adviser or its portfolio companies affiliates on matters related to potential or actual investments and transactions and the ongoing operations behalf 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 servicesFund);
(3iv) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(4) the cost of effecting any sales and repurchases expenses of the Fund’s common shares Board of beneficial interest Trustees and its members, including:
a. travel, accommodation, meal, event, entertainment and other securities;
(5) fees similar fees, costs and expenses payable under in connection with any dealer manager and selected dealer agreements, if any;meetings of the Board; and
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by b. the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(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;
(9) costs of derivatives and hedging;
(10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers or members of its investment team, or payable to third parties, in 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;
(11) 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 Advisers to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, 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;
(13) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(16) transfer agent, dividend agent and custodial fees;
(17) fees and expenses associated with marketing efforts;
(18) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion direction or for the benefit of, the independent trusteesBoard;
(20v) 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;
(21) 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22) 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;
(23) proxy voting expenses;
(24) costs associated with an exchange listing;
(25) costs of registration rights granted to certain investors, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the 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;
(27) all fees, costs and expenses of holding any litigation, arbitration annual or audit involving other shareholder meeting;
(vi) the portion fairly allocable to the Fund 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 compliance with U.S. federal, state, or local law, or other non-U.S. law or other law and regulation relating to the Fund’s activities (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 vehicle 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 companies and the amount investments’ or prospective portfolio investments’ achievement of any 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 FundESG objectives;
(28vii) all fees, costs and expenses associated with the Fund’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) direct costs and expenses of administration, including printingin relation to calling capital from and making distributions to shareholders, mailingthe administration of assets, long distance telephonefinancial planning and treasury activities, copying the representation of the Fund, the preparation and secretarial delivery of all Fund financial statements, tax returns, capital calls, distribution notices, other reports and notices and other staff;
required or requested information provided to shareholders (33) all including the fees, costs and expenses of winding up any other third-party administrator that provides accounting and liquidating administrative services to the Fund’s assets), 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 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;
(34viii) extraordinary 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 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 respect of derivative contracts (including any payments under, and any margin expenses relating to, such as litigation derivative contracts or indemnificationany posting of margin or collateral with respect to such derivative contracts);
(35ix) all fees, costs and expenses relating to a shareholder default (but only to the extent not paid or otherwise borne by the defaulting shareholder);
(x) 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 to comply connection with certain regulatory requirements) and regulatory filings; notices obtaining or disclosures performing 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;
(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 the activities of, or on behalf of, the Fund’s activities (including) including an allocable portion of the premiums and fees for one or more “umbrella” policies that cover the Fund and, without limitation, expenses relating to the preparation and filing extent applicable, costs of filings required under the Securities ActEmployee Retirement Income Security Act of 1974, TIC Form SLT filingsas amended, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable fidelity bonds, if applicable;
(xiii) expenses of any actual or potential litigation or other dispute related to the Fund or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared any actual or potential investment or portfolio company (including expenses incurred in connection with the laws and/or regulations investigation, prosecution, defense, judgment or settlement of jurisdictions in which litigation and the appointment of any agent for service of process on behalf of the Fund engages in activities, including any notices, reports and/or filings required under or the AIFMD, European Securities and Markets Authority and any related regulations, shareholders) and other regulatory filings, notices or disclosures of the Advisers relating extraordinary expenses related to the Fund and its affiliates relating to the Fundor actual or potential investment or portfolio company (including fees, and their activities) and/or other regulatory filings, notices or disclosures of the Advisers and their affiliates relating to the Fund including those pursuant to applicable disclosure laws costs and expenses relating to FOIA requests, but excluding, 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 incurred for general compliance with respect to which an indemnitee would not be entitled to indemnification or advancement;
(xiv) fees, costs and regulatory expenses required under or otherwise related to the Fund’s indemnification obligations, including advancement of any such fees, costs or expenses to persons entitled to such indemnification, or other matters that are not related to the subject of indemnification or contribution;
(xv) fees, costs and expenses incurred in connection with dissolving, liquidating and terminating the Fund;
(xvi) all other costs and expenses of the Fund in connection with the activities, business or operation of the Fund and its activitiespotential and actual investments;
(36xvii) in the case of each of the 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 expenses (including travel) of the Fund in connection with the diligence and oversight business or operation of the Fund’s service providers;
(37) costs Fund and expensesits investments, including travel, meals, accommodations, entertainment organizational and other similar offering 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) . From time to time, AB Private Credit Investors LLC, in the Administrator or its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. Unless such expenses are specifically assumed by the Advisers, Administrator or their affiliates under this Agreement or the Advisory Agreement, the The Fund will reimburse the Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the 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 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, 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”), 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 herein or otherwise in the Advisory AgreementsAgreement, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, payable to the Adviser, Adviser pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation 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: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC Antares Capital LP or any of its affiliates; and
(ivc) all other expenses of the Fund’s 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:
(1i) organization and offering expenses associated with this 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 Fund’s systems and those of the Fund’s 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 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 advisors or financial or other advisersadvisors, but excluding the shareholder servicing and/or distribution fee);
(2ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisersadvisors), 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, trusteesdirectors, sub-custodians, consultants (including individuals consulted through expert network consulting firmsfirms and compliance consultants), engineers, senior advisersadvisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, Administrator or its affiliates in the credit-focused business of the AdvisersAntares), 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 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 servicesservices (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);
(3iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(4iv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5v) fees and expenses payable under any managing dealer manager and selected dealer agreements, if any;
(6vi) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7vii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(8) viii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(9ix) costs of derivatives and hedging;
(10x) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers 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;
(11xi) 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 Advisers Adviser or its affiliates to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12xii) 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, 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;
(13xiii) the allocated costs incurred by Antares Capital Credit Advisers LLC (in its capacity as both the Advisers or their affiliates Adviser and/or the Administrator) in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14xiv) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15xv) investment costs, excluding internal including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (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, 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 Adviser for providing applicable investment advisory services, 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 Fund directly or indirectly participates in 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 (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));
(16xvi) transfer agent, dividend agent and custodial fees;
(17xvii) fees and expenses associated with marketing efforts;
(18xviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xix) independent trusteesdirectors’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trusteesdirectors;
(20xx) 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;
(21xxi) 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 Advisers Adviser or their respective its affiliates in connection with such provision of services thereby);
(22xxii) 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 director meetings;
(23xxiii) proxy voting expenses;
(24xxiv) costs associated with an exchange listing;
(25xxv) costs of registration rights granted to certain investors, if any;
(26xxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27xxvii) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28xxviii) all fees, costs and expenses associated with the Fund’s information information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data technology systemsand research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates’ internal and third-party 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) 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;
(29xxix) the costs of specialty and custom software for investmentsmonitoring 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;
(30xxx) costs associated with individual or group shareholders;
(31xxxi) fidelity bond, trustees directors and officers errors and omissions liability insurance and other insurance premiums;
(32xxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33xxxiii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34xxxiv) extraordinary expenses (such as litigation or indemnification);
(35xxxv) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.or
Appears in 1 contract
Sources: Administration Agreement (Antares Strategic Credit Fund II 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 costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein, 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”), 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 herein or otherwise in the Advisory AgreementsAgreement, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation 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: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors HPS Investment Partners, LLC or any of its affiliates; and
(ivc) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1i) 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 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 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 advisors or financial or other advisersadvisors, but excluding the shareholder servicing fee);
(2ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisersadvisors), 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 advisersadvisors, 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 AdvisersHPS 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 advisers 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 servicesservices (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);
(3iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(4iv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5v) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(6vi) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7vii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(8) viii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(9ix) costs of derivatives and hedging;
(10x) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers 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;
(11xi) 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 Advisers Adviser to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12xii) 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, 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;
(13xiii) the allocated costs incurred by HPS Investment Partners, LLC, in its capacity as both the Advisers or their affiliates Adviser and the Administrator, in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14xiv) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15xv) investment costs, excluding internal including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (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, 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 Adviser for providing applicable investment advisory services, 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 Fund directly or indirectly participates in 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 (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));
(16xvi) transfer agent, dividend agent and custodial fees;
(17xvii) fees and expenses associated with marketing efforts;
(18xviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(20xx) 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;
(21xxi) 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 Advisers Adviser or their respective its affiliates in connection with such provision of services thereby);
(22xxii) 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;
(23xxiii) proxy voting expenses;
(24xxiv) costs associated with an exchange listing;
(25xxv) costs of registration rights granted to certain investors, if any;
(26xxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27xxvii) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28xxviii) all fees, costs and expenses associated with the Fund’s information information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data technology systemsand research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates’ internal and third-party 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) 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;
(29xxix) the costs of specialty and custom software for investmentsmonitoring 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;
(30xxx) costs associated with individual or group shareholders;
(31xxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32xxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33xxxiii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34xxxiv) extraordinary expenses (such as litigation or indemnification);
(35xxxv) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Advisers 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.their
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 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 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 Agreementthis Section 4, the “Advisory Agreements”).
(b) Except as specifically provided herein or otherwise in the Advisory Agreements, the Fund anticipates that all investment professionals and staff of the Advisers, 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 Advisers. The Fund Company will bear all other costs and expenses of the Fund’s operations, administration that are directly and transactions, including, but not limited to:
(i) investment advisory fees, including management fees and incentive fees, specifically related to the Adviser, pursuant to the Advisory Agreement;
(ii) 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 and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (x) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (y) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (z) any internal audit group personnel of AB Private Credit Investors LLC or any of its affiliates; and
(iv) all other expenses of the Fund’s operationsoperation, administration and transactions including, without limitation, those relating to:
(1) 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 participating broker-dealers, reasonable bona fide due diligence expenses of participating broker-dealers supported not specifically assumed 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 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);
(2) 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;
(4) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(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;
(9) costs of derivatives and hedging;
(10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers or members of its investment team, or payable to third parties, in 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;
(11) 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 Advisers to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, 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;
(13) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(16) transfer agent, dividend agent and custodial fees;
(17) fees and expenses associated with marketing efforts;
(18) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the independent trustees;
(20) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance Asset Management LLC, the Company’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory and attestation Management Agreement by and costs of preparing between the Company and filing reports or other documents with the SECAdviser (the “Investment Management Agreement”). Furthermore, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) the Company will bear its own legal 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;
(21) 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22) 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;
(23) proxy voting expenses;
(24) costs associated with an exchange listing;
(25) costs of registration rights granted to certain investors, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the 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 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 tax auditplacement fees, investigation, litigation, settlement which will be borne by the Adviser directly or review pursuant to waivers of the Fund and management fee to be paid to the Adviser pursuant to the Investment Management Agreement), up to a maximum aggregate amount of any judgments$1 million. In addition to the management fees paid pursuant to the Investment Management Agreement, fines, remediation or settlements paid in connection therewith;
(27) all feesexcept as noted above, costs and expenses to be borne by the Company include, but are not limited to, those relating to:
(i) all costs and expenses with respect to the actual or proposed acquisition, financing, holding, monitoring or disposition of any litigationthe Company’s investments, arbitration whether such investments are ultimately consummated or audit involving the Fund any vehicle or its portfolio companies not, including, origination fees, syndication fees, due diligence costs, broken deal expenses, bank service fees, fees and the amount expenses of any judgmentscustodians, assessments finestransfer agents, remediations or settlements paid in connection therewithconsultants, trustees experts, travel expenses incurred for investment-related purposes, outside legal counsel, consultants and officersaccountants, administrator’s fees of third party administrators (subject to clause (xxiii) clause below) and financing costs (including interest expenses);
(ii) expenses for liability or insurance, including officers and independent directors liability insurance, cyber insurance and other insurance (including costs but excluding the cost of title insuranceliability insurance covering the Administrator and its personnel (if any) and indemnification to the extent that the assets of the Company are treated as “plan assets” for purposes of ERISA);
(iii) extraordinary expenses incurred by the Company (including advancement of any litigation);
(iv) indemnification and contribution expenses provided, that the Company will not bear such fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of extent that the Fundrelevant conduct is not indemnifiable under applicable law, including ERISA, if applicable;
(28v) all taxes and other governmental fees and charges;
(vi) 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 associated (including legal fees and expenses) incurred to comply with any 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 registration statement filings, as applicable) to which the Fund’s information and data technology systemsCompany is subject or incurred in connection with any governmental inquiry, investigation or proceeding involving the Company; provided that the Company will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable;
(29) the costs of specialty and custom software for investments;
(30xii) costs associated with individual or group shareholdersthe wind-up, liquidation, dissolution and termination of the Company;
(31xiii) fidelity bondother legal, trustees operating, accounting, tax return preparation and officers errors consulting, auditing and omissions liability insurance administrative expenses in accordance with this Agreement and other insurance premiumsthe 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 Administrator;
(32xiv) direct costs and expenses of administrationthe Board of Directors of the Company (including the reasonable costs of 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 related to the attendance by directors at meetings of the Board of Directors of the Company), to the extent permitted under applicable law, including printingERISA, mailing, long distance telephone, copying and secretarial and other staffif applicable;
(33xv) all fees, costs and expenses annual or special meetings of winding up and liquidating the Fund’s assets;
stockholders of the Company (34) extraordinary expenses (such as litigation or indemnification“Shareholders”);
(35xvi) all fees, the costs and expenses related associated with preparing, filing and delivering to complianceShareholders periodic and other reports and filings required under federal securities laws as a result of the Company’s status as a BDC;
(xvii) ongoing Company offering expenses;
(xviii) federal and state registration fees pertaining to the Company;
(xix) costs of Company-related matters proxy statements, Shareholders’ reports and notices;
(such xx) costs associated with obtaining fidelity bonds as developing required by the 1940 Act and implementing specific policies Section 412 of ERISA;
(xxi) printing, mailing and procedures in order to comply with certain regulatory requirements) and regulatory filings; notices or disclosures related to the Fund’s activities (including, without limitation, all other similar direct expenses relating to the Company;
(xxii) expenses incurred in 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 for or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with (or otherwise relating to) any initial public offering or other debt or equity offering conducted by the laws and/or regulations of jurisdictions in which the Fund engages in activitiesCompany, including any noticesbut not limited to external legal and accounting expenses, reports and/or filings required under the AIFMDprinting costs, European Securities travel and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and their affiliates relating to the Fund including those pursuant to applicable disclosure laws and out-of-pocket 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;
(36) 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 investorsmarketing efforts; and
(38xxiii) all other expenses incurred only to the extent (i) Benefit Plan Investors hold less than 25% of the Company’s Shares, or (ii) the Company’s Shares qualify as Publicly-offered Securities, the Company’s allocable portion of overhead, including office equipment and supplies, rent and the Company’s allocable portion of the compensation paid to accounting, compliance and administrative staff employed by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their its affiliates may pay third-party providers of goods or serviceswho provide services to the Company necessary for its operation, including related taxes, health insurance and other benefits. Unless such expenses are specifically assumed by Pursuant to the Advisers, Administrator or their affiliates under this Agreement or the Advisory Investment Management Agreement, investment-related expenses with respect to investments in which the Fund will reimburse the Advisers, the Administrator Company invests together with one or more parallel funds (or co-investment vehicles) shall generally be allocated among all such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund entities on the basis of time spentcapital invested by each such entity into the relevant investment; provided that if the Adviser reasonably believes that such allocation method would produce an inequitable result to any such entity, assets under management, usage rates, proportionate holdings, a combination thereof or the Adviser may allocate such expenses among such entities in any other reasonable methods determined by manner that the AdministratorAdviser believes in good faith to be fair and equitable.
Appears in 1 contract
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’s provision of personnel and facilities to the Company hereunder, the Fund Company shall reimburse pay to the Administrator a fee equal to 0.0375% of the Company’s net assets attributable to common shares, determined as of the end of each calendar quarter (0.15% annualized); provided, that the aggregate amount of such fee plus the amount of the registered fund services fee paid by the Company to AFS as Sub-Administrator (which for the avoidance of doubt does not include any other fees, costs and or expenses incurred payable by the Administrator in performing its obligations, including Company or any subsidiary thereof to AFS for other services) shall on an annual basis be no more than 0.35% of the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein, in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time average net assets attributable 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”)common shares.
(b) Except as specifically provided herein or otherwise in the Advisory Agreements, the Fund anticipates that all investment professionals and staff of the Advisers, 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 Advisers. The Fund will Company shall bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) 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 and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (x) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (y) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (z) any internal audit group personnel of AB Private Credit Investors LLC or any of its affiliates; and
(iv) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1) 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 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 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);
(2) 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;
(4) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(8) costs incurred in connection with its operation, administration and transactions and that are not specifically assumed by the formation Administrator (or maintenance the Adviser, if not the Administrator), including but not limited to those relating to: (i) its organization; (ii) any offering of entities the Company’s securities, including any underwriting discounts or vehicles to hold commissions and any related legal or accounting fees and expenses; (iii) the Fund’s assets for tax establishment or operation of any credit facility or other purposes;
(9) costs of derivatives and hedging;
(10) expenses, including travel, entertainment, lodging and meal expenses, incurred leverage utilized by the Advisers or members of its investment team, or Company; (iv) interest payable to third parties, in 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;
(11) 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 Advisers to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12) all fees, costs and expensesdebt, if any, incurred by or on behalf the Company; (v) sales and purchases of the Fund in negotiating Company’s common stock and structuring prospective or potential investments that are not ultimately madeother securities, including, without limitation any legal, tax, administrative, accounting, 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 including in connection with any proposed investment that is not ultimately madetender offers or repurchase offers relating thereto; (vi) any material acquisition, forfeited deposits merger, consolidation, reorganization, asset sale or similar payments;
other business combination involving the Company; (13vii) any annual or special meeting of stockholders of the allocated costs incurred by the Advisers or their affiliates in providing Company; (or arranging for the provision ofviii) managerial assistance to those portfolio companies that request it;
(14) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment management fees and underwriting costsrelated expenses payable under the Advisory Agreement; 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, meals, accommodations and entertainment 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. dollarsix) and expenses arising out of trade settlements amounts payable under this Agreement; (including any delayed compensation expenses);
(15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(16) transfer agent, dividend agent and custodial fees;
(17) fees and expenses associated with marketing efforts;
(18x) 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 (19including 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 advisers 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; (20xxvi) 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 (xxvii) printing, mailing and all other direct expenses incurred by any of the Adviser, the Administrator or 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 the compensation of professionals responsible for the foregoing;Company’s chief compliance officer. For the avoidance of doubt, to the extent that any such fees, costs or expenses are paid by the Administrator (or an affiliate thereof) on behalf of the Company, the Administrator (or such affiliate) shall be entitled to reimbursement by the Company.
(21c) all The Administrator agrees to waive the fees, costs and expenses associated with payable to it by the preparation Company pursuant to Section 4(a) above, and issuance 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 registered fund services fee payable to a Sub-Administrator) will not exceed 1.50% of the Fund’s periodic reports and related statements average net assets attributable to common shares on an annual basis (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service feethe “Expense Limitation”), 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22) 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;
(23) proxy voting expenses;
(24) costs associated with an exchange listing;
(25) costs of registration rights granted to certain investors, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the 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;
(27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28) all fees, costs and expenses associated with the Fund’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34) extraordinary expenses (such as litigation or indemnification);
(35) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(d) Costs and expenses of AB Private Credit Investors LLC in its capacity as both 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 Administrator may recoup amounts waived or assumed, provided it is able to 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 Waiver, and (b) any expense limitation in effect at the Adviser that are eligible for reimbursement by time of the Fund will be reasonably allocated to the Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administratorrecoupment.
Appears in 1 contract
Sources: Administration Agreement (Yieldstreet Alternative Income Fund 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 and expenses of providing personnel and facilities hereunder, except as otherwise provided herein, 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”), 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 herein or otherwise in the Advisory AgreementsAgreement, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s its operations, administration and transactions, including, but not limited to:
(i1) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iii2) the Fund’s allocable portion of compensation Overhead (excluding, for the avoidance of doubt, rent or depreciation, utilities, capital equipment or 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: (xi) the Fund’s chief compliance officer, chief financial officer, chief operating officer, chief legal officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC the Adviser or any of its affiliatesaffiliates providing non-investment related services to the Fund; and
(iv3) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1) 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 Adviser, inclusive of their allocated Overhead), printing, mailing, subscription processing and filing fees 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 the Fund’s participating broker-dealersintermediaries, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoicesintermediaries, fees, costs and expenses in connection with preparing the preparation of the Fund’s governing documents, offering memoranda, sales materials and other marketing expenses, design and website fees, costs and expenses, fees fees, costs and expenses of the Fund’s escrow agent, transfer agent and sub-transfer agent, fees fees, costs and expenses to attend retail seminars sponsored by participating broker-dealers intermediaries and fees, costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealersintermediaries, registered investment advisers advisors or financial or other advisersadvisors, but excluding the shareholder servicing feefees);
(2) ii. all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisersadvisors), administrators, auditors (including 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 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 advisersadvisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, Administrator and its affiliates in the credit-credit focused business of the AdvisersAdviser), 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 technology, portfolio reconciliation, portfolio compliance and reporting or other services or that are otherwise related to the implementation, maintenance and professionals supervision of the procedures relating to the books and records of the Fund and any personnel related thereto 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) costsfees, costs and expenses and fees for hours time spent by its in-house attorneys and tax advisers 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) fees, costs and expenses and fees incurred to provide administrative and accounting services to the Fund or its portfolio companies, and expensesfees, costs, expenses and charges and/or related costs incurred directly by the Fund or affiliates in connection such servicesservices (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 servicesservices of the same skill and expertise, in accordance with the Adviser’s expense allocation policy);
(3) the cost iii. all fees, costs, expenses of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(4) the cost iv. all fees, costs, expenses of effecting any sales and repurchases of the Fund’s common shares of beneficial interest Shares and other securities;
(5) fees v. any fees, costs and expenses payable under any managing dealer manager and selected dealer intermediary agreements, if any;
(6) vi. all interest and fees fees, costs and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7) 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;
(8) 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;
(9) ix. all fees, costs and expenses of derivatives and hedging;
(10) x. all fees, costs and expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers 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;
(11) 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 Advisers Adviser to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12) 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, 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;
(13) the xiii. all allocated fees, costs and expenses incurred by the Advisers or their affiliates Administrator in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) xiv. all brokerage costsfees, costs and expenses, hedging costsfees, 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 costsfees, costs and expenses; fees, 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, meals, accommodations and entertainment 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);
xv. investment fees, costs and expenses, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (15) including trading errors), settling, monitoring and holding prospective or actual investments or investment costsstrategies including, excluding internal without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, 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 Adviser for providing applicable investment advisory services, 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 Fund directly or indirectly participates in 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 (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));
(16) xvi. all transfer agent, sub-transfer agent, dividend agent and custodial fees, costs and expenses;
(17) fees and expenses associated with marketing efforts;
(18) xvii. all federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19) xviii. independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(20) 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;
(21) 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 Advisers Adviser or their respective its affiliates in connection with such provision of services thereby);
(22) the xxi. 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 or Trustee meetings;
(23) xxii. all proxy voting fees, costs and expenses;
(24) xxiii. all fees, costs and expenses associated with an exchange listinglisting (to the extent applicable);
(25) costs of registration rights granted to certain investors, if any;
(26) xxiv. any and all taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27) ; xxv. all fees, costs and expenses of any litigation, arbitration or audit involving the Fund Fund, any vehicle or its portfolio companies and the amount of any judgments, assessments 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;
(28) xxvi. all fees, costs and expenses associated with the Fund’s information information, obtaining and data maintaining technology systems;
(29) the costs of specialty including any and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all fees, costs and expenses of winding up any investment, books and liquidating the Fund’s assets;
(34) extraordinary expenses (records, portfolio compliance and reporting systems such as litigation or indemnification“Wall Street Office,” “Everest” (Allvue);
(35) all fees, costs “Trinity” and expenses related to compliance-related matters (such as developing similar systems and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory 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 activitiesservices, including any noticesconsultant, reports and/or filings required under the AIFMDsoftware licensing, European Securities data management and Markets Authority recovery services fees and any related regulationstools, and programs, subscriptions or other regulatory filingssystems providing market data, notices analytical, database, news or disclosures of the 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers research or information services and the costs of goods any related professional service providers), third party or services. Unless such expenses are specifically assumed proprietary hardware/ software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Advisers, Administrator Adviser’s or their affiliates under this Agreement or the Advisory Agreement, the Fund will reimburse the Advisers, the Administrator or such affiliates thereof for any such amounts paid its affiliates’ internal and third-party research group (which are generally based on the Fund’s behalf. From time to time, the 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.
(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 Fund on the basis of 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 connec
Appears in 1 contract
Sources: Administration Agreement (T. Rowe Price OHA Flexible Credit 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 costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein, 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”), 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 herein or otherwise in the Advisory AgreementsAgreement, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, paid to the Adviser, Adviser pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation 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: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors 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
(ivc) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1i) 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 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 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 advisors or financial or other advisersadvisors, but excluding the shareholder servicing fee);
(2ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisersadvisors), 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 advisersadvisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, Administrator or its affiliates in the credit-focused business of the AdvisersHPS 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 advisers 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 servicesservices (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);
(3iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(4iv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5v) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(6vi) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7vii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(8) viii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(9ix) costs of derivatives and hedging;
(10x) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers 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;
(11xi) 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 Advisers Adviser or its affiliates to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12xii) 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, 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;
(13xiii) the allocated costs incurred by the Advisers or their affiliates Adviser and the Administrator in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14xiv) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15xv) investment costs, excluding internal including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (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, 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 Adviser for providing applicable investment advisory services, 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 Fund directly or indirectly participates in 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 (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));
(16xvi) transfer agent, dividend agent and custodial fees;
(17xvii) fees and expenses associated with marketing efforts;
(18xviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(20xx) 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;
(21xxi) 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 Advisers Adviser or their respective its affiliates in connection with such provision of services thereby);
(22xxii) 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;
(23xxiii) proxy voting expenses;
(24xxiv) costs associated with an exchange listing;
(25xxv) costs of registration rights granted to certain investors, if any;
(26xxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27xxvii) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28xxviii) all fees, costs and expenses associated with the Fund’s information information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data technology systemsand research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates’ internal and third-party 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) 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;
(29xxix) the costs of specialty and custom software for investmentsmonitoring 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;
(30xxx) costs associated with individual or group shareholders;
(31xxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32xxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33xxxiii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34xxxiv) extraordinary expenses (such as litigation or indemnification);
(35xxxv) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.t
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 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 hereinindicated in this Section 4, in the Company will bear all costs and 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”), 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. Furthermore, the “Advisory Agreements”).
(b) Except as specifically provided herein or otherwise in the Advisory Agreements, the Fund anticipates that all investment professionals and staff of the Advisers, 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 Advisers. The Fund Company will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) 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 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: (x) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (y) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (z) any internal audit group personnel of AB Private Credit Investors LLC or any of its affiliates; and
(iv) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1i) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees all costs and expenses and other offering with respect to the actual or proposed acquisition, financing, holding, monitoring or disposition of the Company’s investments, whether such investments are ultimately consummated or not, including, origination fees, syndication fees, due diligence costs, broken deal expenses, including costs associated with technology integration between the Fund’s systems and those of the Fund’s 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 expensesbank service fees, fees and expenses of the Fundcustodians, transfer agents, consultants, experts, travel expenses incurred for investment-related purposes, outside legal counsel, consultants and accountants, administrator’s escrow agent fees of third party administrators (subject to clause (xxiii) clause below) 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 feefinancing costs (including interest expenses);
(2ii) all taxesexpenses for liability insurance, feesincluding officers and independent directors liability insurance, costs, cyber insurance and expenses, retainers and/or other payments insurance (but excluding the cost of accountants, legal counsel, advisors liability insurance covering the Administrator and its personnel (including tax advisers), administrators, auditors (including with respect if any) to any additional auditing required under The Directive 2011/61/EU the extent that the assets of the European Parliament and Company are treated as “plan assets” for purposes 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 servicesERISA);
(3iii) extraordinary expenses incurred by the Company (including litigation);
(iv) indemnification and contribution expenses provided, that the Company will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable;
(v) taxes and other governmental fees and charges;
(vi) administering and servicing and special servicing fees paid to third parties for the Company’s benefit;
(vii) the cost of calculating the Fund’s net asset value, including the cost of any thirdCompany-party valuation services;
(4) the cost of effecting any sales related operational and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees accounting software and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7viii) all 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;
(8) costs as applicable) 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;
(9xii) costs associated with the wind-up, liquidation, dissolution and termination of derivatives and hedgingthe Company;
(10xiii) 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 Advisers or members of its investment team, or payable to third parties, in 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;
(11xiv) 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 Advisers related to the extent such expenses relate to attendance by directors at meetings of the Board or any committees thereofof Directors of the Company), to the extent permitted under applicable law, including ERISA, if applicable;
(12xv) all fees, costs and expenses, if any, incurred by annual or on behalf special meetings of the Fund in negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, travel, meals, accommodations and entertainment, advisory, excluding advisory services provided by stockholders of 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;
Company (13) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; 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, meals, accommodations and entertainment 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“Shareholders”);
(15xvi) investment costs, excluding internal the costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(16) transfer agent, dividend agent and custodial fees;
(17) fees and expenses associated with marketing effortspreparing, filing and delivering to Shareholders periodic and other reports and filings required under federal securities laws as a result of the Company’s status as a BDC;
(18xvii) ongoing Company offering expenses;
(xviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable pertaining to rating agenciesthe Company;
(19xix) independent trusteescosts of Company-related proxy statements, Shareholders’ fees reports and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the independent trusteesnotices;
(20) 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;
(21) 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22) 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;
(23) proxy voting expenses;
(24xx) costs associated with an exchange listingobtaining fidelity bonds as required by the 1940 Act and Section 412 of ERISA;
(25xxi) costs of registration rights granted to certain investorsprinting, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund mailing 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;
(27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28) all fees, costs and expenses associated with the Fund’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) similar direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34) extraordinary expenses (such as litigation or indemnification);
(35) 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; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the Company;
(xxii) expenses incurred in 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 for or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with (or otherwise relating to) any initial public offering or other debt or equity offering conducted by the laws and/or regulations of jurisdictions in which the Fund engages in activitiesCompany, including any noticesbut not limited to external legal and accounting expenses, reports and/or filings required under the AIFMDprinting costs, European Securities travel and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and their affiliates relating to the Fund including those pursuant to applicable disclosure laws and out-of-pocket 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;
(36) 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 investorsmarketing efforts; and
(38xxiii) all other expenses incurred 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 Company’s 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 supplies, rent and the Company’s allocable portion of the compensation paid to accounting, compliance and administrative staff employed by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their its affiliates may pay third-party providers of goods or serviceswho provide services to the Company necessary for its operation, including related taxes, health insurance and other benefits. Unless such expenses are specifically assumed by Pursuant to the Advisers, Administrator or their affiliates under this Agreement or the Advisory Investment Management Agreement, investment-related expenses with respect to investments in which the Fund will reimburse the Advisers, the Administrator Company invests together with one or more parallel funds (or co-investment vehicles) shall generally be allocated among all such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund entities on the basis of time spentcapital invested by each such entity into the relevant investment; provided that if the Adviser reasonably believes that such allocation method would produce an inequitable result to any such entity, assets under management, usage rates, proportionate holdings, a combination thereof or the Adviser may allocate such expenses among such entities in any other reasonable methods determined by manner that the AdministratorAdviser believes in good faith to be fair and equitable.
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 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 hereinindicated in this Section 4, in the Company will bear all costs and 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”), 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. Furthermore, the “Advisory Agreements”).
(b) Except as specifically provided herein or otherwise in the Advisory Agreements, the Fund anticipates that all investment professionals and staff of the Advisers, 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 Advisers. The Fund Company will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) 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 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: (x) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (y) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (z) any internal audit group personnel of AB Private Credit Investors LLC or any of its affiliates; and
(iv) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1i) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees all costs and expenses and other offering with respect to the actual or proposed acquisition, financing, holding, monitoring or disposition of the Company’s investments, whether such investments are ultimately consummated or not, including, origination fees, syndication fees, due diligence costs, broken deal expenses, including costs associated with technology integration between the Fund’s systems and those of the Fund’s 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 expensesbank service fees, fees and expenses of the Fundcustodians, transfer agents, consultants, experts, travel expenses incurred for investment-related purposes, outside legal counsel, consultants and accountants, administrator’s escrow agent fees of third party administrators (subject to clause (xxiii) clause below) 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 feefinancing costs (including interest expenses);
(2ii) all taxesexpenses for liability insurance, feesincluding officers and independent directors liability insurance, costs, cyber insurance and expenses, retainers and/or other payments insurance (but excluding the cost of accountants, legal counsel, advisors liability insurance covering the Administrator and its personnel (including tax advisers), administrators, auditors (including with respect if any) to any additional auditing required under The Directive 2011/61/EU the extent that the assets of the European Parliament and Company are treated as “plan assets” for purposes 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 servicesERISA);
(3iii) extraordinary expenses incurred by the Company (including litigation);
(iv) indemnification and contribution expenses provided, that the Company will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable;
(v) taxes and other governmental fees and charges;
(vi) administering and servicing and special servicing fees paid to third parties for the Company’s benefit;
(vii) the cost of calculating the Fund’s net asset value, including the cost of any thirdCompany-party valuation services;
(4) the cost of effecting any sales related operational and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees accounting software and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7viii) all 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;
(8) costs as applicable) 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;
(9xii) costs associated with the wind-up, liquidation, dissolution and termination of derivatives and hedgingthe Company;
(10xiii) 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 Advisers or members of its investment team, or payable to third parties, in 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;
(11xiv) 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 Advisers related to the extent such expenses relate to attendance by directors at meetings of the Board or any committees thereofof Directors of the Company), to the extent permitted under applicable law, including ERISA, if applicable;
(12xv) all fees, costs and expenses, if any, incurred by annual or on behalf special meetings of the Fund in negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, travel, meals, accommodations and entertainment, advisory, excluding advisory services provided by stockholders of 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;
Company (13) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; 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, meals, accommodations and entertainment 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“Shareholders”);
(15xvi) investment costs, excluding internal the costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(16) transfer agent, dividend agent and custodial fees;
(17) fees and expenses associated with marketing effortspreparing, filing and delivering to Shareholders periodic and other reports and filings required under federal securities laws as a result of the Company’s status as a BDC;
(18xvii) ongoing Company offering expenses;
(xviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable pertaining to rating agenciesthe Company;
(19xix) independent trusteescosts of Company-related proxy statements, Shareholders’ fees reports and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the independent trusteesnotices;
(20) 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;
(21) 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22) 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;
(23) proxy voting expenses;
(24xx) costs associated with an exchange listingobtaining fidelity bonds as required by the 1940 Act and Section 412 of ERISA;
(25xxi) costs of registration rights granted to certain investorsprinting, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund mailing 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;
(27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28) all fees, costs and expenses associated with the Fund’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) similar direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34) extraordinary expenses (such as litigation or indemnification);
(35) 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; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the Company;
(xxii) expenses incurred in 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 for or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with (or otherwise relating to) any initial public offering or other debt or equity offering conducted by the laws and/or regulations of jurisdictions in which the Fund engages in activitiesCompany, including any noticesbut not limited to external legal and accounting expenses, reports and/or filings required under the AIFMDprinting costs, European Securities travel and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and their affiliates relating to the Fund including those pursuant to applicable disclosure laws and out-of-pocket 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;
(36) 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 investorsmarketing efforts; and
(38xxiii) all other expenses incurred 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 Company’s 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 supplies, rent and the Company’s allocable portion of the compensation paid to accounting, compliance and administrative staff employed by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their its affiliates may pay third-party providers of goods or serviceswho provide services to the Company necessary for its operation, including related taxes, health insurance and other benefits. Unless such expenses are specifically assumed by Pursuant to the Advisers, Administrator or their affiliates under this Agreement or the Advisory Investment Management Agreement, investment-related expenses with respect to investments in which the Fund will reimburse the Advisers, the Administrator Company invests together with one or more parallel funds (or co-investment vehicles) shall generally be allocated among all such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund entities on the basis of time spentcapital invested by each such entity into the relevant investment; provided that if the Adviser reasonably believes that such allocation method would produce an inequitable result to any such entity, assets under management, usage rates, proportionate holdings, a combination thereof or the Adviser may allocate such expenses among such entities in any other reasonable methods determined by manner that the AdministratorAdviser believes in good faith to be fair and equitable.
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 and expenses of providing personnel and facilities hereunder, except as otherwise provided herein, 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”), 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 herein or otherwise in the Advisory AgreementsAgreement, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC Blackstone Inc. (“Blackstone”) or any of its affiliates. Excluded from the allowable reimbursement shall be:
(i) rent or depreciation, utilities, capital equipment, and other administrative items of the Administrator; and
(ivii) all other expenses of the Fund’s operationssalaries, administration and transactions includingfringe benefits, without limitation, those relating to:
(1) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and travel expenses and other offering expensesadministrative items incurred or allocated to any Controlling Person of the Administrator. The term “Controlling Person” shall mean a person, including costs associated with technology integration between whatever his or her title, who performs functions for the Fund’s systems and Administrator similar to those of (a) the Fund’s 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 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 chairman or other advisersmember of a board of directors, but excluding the shareholder servicing fee);
(2b) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors executive officers or (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 c) those holding 10% or more equity interest 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 or a person having the credit-focused business power to direct or cause the direction 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 whether through the oversight ownership of the Boardvoting securities, 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 contract 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;
(4) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(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;
(9) costs of derivatives and hedging;
(10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers or members of its investment team, or payable to third parties, in 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;
(11) 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 Advisers to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, 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;
(13) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(16) transfer agent, dividend agent and custodial fees;
(17) fees and expenses associated with marketing efforts;
(18) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the independent trustees;
(20) 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;
(21) 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22) 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;
(23) proxy voting expenses;
(24) costs associated with an exchange listing;
(25) costs of registration rights granted to certain investors, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the 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;
(27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28) all fees, costs and expenses associated with the Fund’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34) extraordinary expenses (such as litigation or indemnification);
(35) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and 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;
(36) 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 investorsotherwise; and
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the 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 (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 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, herein 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”), and in that certain Investment Sub-Advisory Agreement, by and between the Fund and the Sub-AdviserAdministrator (or a Related Fund, as amended from time to time (set forth below) shall be solely responsible for the “Sub-Advisory Agreement” and, together with the Advisory Agreement, the “Advisory Agreements”).
(b) Except as specifically provided herein or otherwise in the Advisory Agreements, the Fund anticipates that compensation of its employees and all investment professionals and staff of the Advisers, 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 Advisers. The Fund will bear all other costs and expenses of the Fund’s operationsAdministrator (including rent, administration office equipment and transactions, including, but not limited to:
(i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) 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 and other utilities). 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: (x) the Fund’s chief compliance officeras applicable, chief financial officer and their respective staffs; (y) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (z) any internal audit group personnel of AB Private Credit Investors LLC or any of its affiliates; and
(iv) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
for (1) 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 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 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);
(2) 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;
(4) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5i) fees and expenses payable under any dealer manager costs incurred in organizing the Company and selected dealer agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fundongoing 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 related legal expenses;
transaction costs incident to the origination, acquisition, disposition and financing of the investments of the Company; (7ii) 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); (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;
(9) costs of derivatives and hedging;
(10iii) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers Advisor (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;
; (11iv) fees and expenses incurred by the Advisor (including the allocable portions of compensation and out-of-pocket expenses such as travel expensesits affiliates) or the Administrator (or its affiliates) payable to unaffiliated 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 Advisers to the extent such expenses relate to attendance at meetings of the Board or ongoing basis; (v) any committees thereof;
(12) and all fees, costs and expenses incurred in connection with the incurrence and/or maintenance of leverage and indebtedness of the Company, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the account of the Company and in making, carrying, 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 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, incurred by or on behalf including payments between the Company and the Administrator, based upon the Company’s allocable portion of the Fund Advisor and Administrator’s overhead in negotiating performing its obligations under the Advisory and structuring prospective 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 potential office facilities, including disaster backup recovery sites and facilities, maintained for the Company or the investments that are not ultimately madeof the Company, including, without limitation any legal, tax, administrative, accounting, 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;
(13) the allocated costs incurred by the Advisers Advisor or their affiliates in providing 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; (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14x) 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 and underwriting costs; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluatinginvestor relations, makingboard of directors relations, holdingand preparing for, settlingregistering 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, clearingthe Administrator or an affiliate thereof; (xii) any and all fees, monitoring costs and expenses incurred in implementing or disposing maintaining third-party or proprietary software tools, programs or other technology for the benefit of actual investments the Company (including, without limitation, travel, meals, accommodations any and entertainment 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);
(15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any all fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly investment, books and records, portfolio compliance and reporting systems, general ledger or indirectly participates in the acquisitionportfolio accounting systems and similar systems and services, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
including, without limitation, consultant, software licensing, data management and recovery services fees and expenses); (16xiii) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing, transfer agent, dividend agent and custodial fees;
(17) fees and expenses associated with marketing efforts;
expenses; (18xiv) federal federal, state and state local registration fees; (xv) federal, franchise state and local taxes and license fees, any stock exchange listing fees and fees payable to rating agencies;
; (19xvi) independent trusteesdirectors’ fees and expenses expenses, including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers Advisors retained by, or at the discretion or for the benefit of, the independent trustees;
directors; (20xvii) 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;
(21) 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 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 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22xviii) 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) and the costs of any shareholder or Trustee meetings;
; (23xxi) proxy voting and/or solicitation expenses;
; (24xxii) 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 an exchange listing;
(25) costs of registration rights granted to certain investors, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the 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 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; (27xxvi) all fees, costs and expenses of any litigationlitigation or threatened litigation (whether civil, arbitration criminal or audit otherwise) against the Company, or against any director or officer of the Company in his or her capacity as such, involving the Fund any vehicle Company or its portfolio companies and the amount of any judgments, assessments fines, remediations 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 affairs of the Fund;
Company’s affairs; (28xxvii) all fees, costs and expenses associated with the Fund’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all 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 (34) extraordinary expenses (such as litigation or indemnification);
(35xxviii) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and 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;
(36) 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 Company, the Advisor 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
(38) all other expenses incurred by the Administrator in connection with administering the FundCompany’s business.
(c) From time to timebusiness and investment operations, AB Private Credit Investors LLCincluding the costs and expenses of selecting, in evaluating, originating, acquiring, owning, protecting, maintaining, developing and disposing of investments, including appraisal, reporting, audit and legal fees. Each subsidiary of the Company, if any, that makes investments will bear all of its capacity own organizational and operating fees, costs, expenses and liabilities and, as both the Adviser and the Administratora result, the Sub-Adviser 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 their “finder’s fees” payable to placement agents engaged by the Company or its affiliates may pay third-party providers in connection with the offering of goods securities by the Company. If any of the expenses contained in this agreement or services. Unless 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 extent such expenses are specifically assumed by solely incurred with respect to a co-investment with the AdvisersCompany, Administrator such expenses will be allocated among the Company and such other funds or their affiliates under this Agreement or accounts in proportion to the Advisory Agreement, the Fund will reimburse the Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Advisers and the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All size of the foregoing 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 ultimately 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, or (iii) in such other manner as the Advisor considers fair and equitable. To the extent that expenses to be borne by the Fund’s shareholders.
(d) Costs and expenses of AB Private Credit Investors LLC in its capacity as both the Administrator and the Adviser that Company are eligible for reimbursement paid by the Fund Advisor or an affiliate thereof, the Company will reimburse the Advisor or such affiliate for such expenses. Organization and offering costs will only be reasonably allocated the responsibility of the Company, and to the Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined extent that expenses to be borne by the AdministratorCompany 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. (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, 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”), 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 herein or otherwise in the Advisory AgreementsAgreement, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s its operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation Overhead (excluding, for the avoidance of doubt, rent or depreciation, utilities, capital equipment or 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: (xi) the Fund’s chief compliance officer, chief financial officer, chief operating officer, chief legal officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC OHA or any of its affiliatesAffiliates (as defined below) providing non-investment related services to the Fund; and
(ivc) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1i) 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 Adviser, inclusive of their allocated Overhead), printing, mailing, subscription processing and filing fees 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 the Fund’s participating broker-dealersintermediaries, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoicesintermediaries, fees, costs and expenses in connection with preparing the preparation of the Fund’s governing documents, offering memoranda, sales materials and other marketing expenses, design and website fees, costs and expenses, fees fees, costs and expenses of the Fund’s escrow agent, transfer agent and sub-transfer agent, fees fees, costs and expenses to attend retail seminars sponsored by participating broker-dealers intermediaries and fees, costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealersintermediaries, registered investment advisers advisors or financial or other advisersadvisors, but excluding the shareholder servicing feefees);
(2ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisersadvisors), administrators, auditors (including 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 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 advisersadvisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, Administrator and its affiliates in the credit-focused business of the AdvisersAdviser), 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 technology, portfolio reconciliation, portfolio compliance and reporting or other services or that are otherwise related to the implementation, maintenance and professionals supervision of the procedures relating to the books and records of the Fund and any personnel related thereto 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) costsfees, costs and expenses and fees for hours time spent by its in-house attorneys and tax advisers 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) fees, costs and expenses and fees incurred to provide administrative and accounting services to the Fund or its portfolio companies, and expensesfees, costs, expenses and charges and/or related costs incurred directly by the Fund or affiliates Affiliates in connection such servicesservices (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 servicesservices of the same skill and expertise, in accordance with the Adviser’s expense allocation policy);
(3iii) the cost all fees, costs, expenses of calculating the Fund’s net asset valueNAV, including the cost of any third-party valuation services;
(4iv) the cost all fees, costs, expenses of effecting any sales and repurchases of the Fund’s common shares of beneficial interest the Fund and other securities;
(5v) fees any fees, costs and expenses payable under any managing dealer manager and selected dealer intermediary agreements, if any;
(6vi) all interest and fees fees, costs and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7vii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(8) 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;
(9ix) all fees, costs and expenses of derivatives and hedging;
(10x) all fees, costs and expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers 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;
(11xi) 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 Advisers Adviser to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12xii) 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, 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;
(13xiii) the all allocated fees, costs and expenses incurred by the Advisers or their affiliates Administrator in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14xiv) all brokerage costsfees, costs and expenses, hedging costsfees, 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 costsfees, costs and expenses; fees, 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, meals, accommodations and entertainment 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);
(15xv) investment costsfees, excluding internal costs and expenses, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (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, 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 Adviser for providing applicable investment advisory services, 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 Fund directly or indirectly participates in 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 (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));
(16xvi) all transfer agent, sub-transfer agent, dividend agent and custodial fees, costs and expenses;
(17xvii) fees and expenses associated with marketing efforts;
(18) all federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(20xix) 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;
(21xx) 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 Advisers Adviser or their respective affiliates its Affiliates in connection with such provision of services thereby);
(22xxi) 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 or Trustee meetings;
(23xxii) all proxy voting fees, costs and expenses;
(24xxiii) all fees, costs and expenses associated with an exchange listinglisting (to the extent applicable);
(25) costs of registration rights granted to certain investors, if any;
(26xxiv) any and all taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27xxv) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28xxvi) all fees, costs and expenses associated with the Fund’s information information, obtaining and data maintaining technology systems;
(29) the costs of specialty including any and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all fees, costs and expenses of winding up any investment, books and liquidating the Fund’s assets;
(34) extraordinary expenses (records, portfolio compliance and reporting systems such as litigation or indemnification“Wall Street Office,” “Everest” (Allvue);
(35) all fees, costs “Trinity” and expenses related to compliance-related matters (such as developing similar systems and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory 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 activitiesservices, including any noticesconsultant, reports and/or filings required under the AIFMDsoftware licensing, European Securities data management and Markets Authority recovery services fees and any related regulationstools, and programs, subscriptions or other regulatory filingssystems providing market data, notices analytical, database, news or disclosures of the 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers research or information services and the costs of goods any related professional service providers), third party or services. Unless such expenses are specifically assumed proprietary hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Advisers, Administrator Adviser’s or their affiliates under this Agreement or the Advisory Agreement, the Fund will reimburse the Advisers, the Administrator or such affiliates thereof for any such amounts paid its Affiliates’ internal and third-party research group (which are generally based on the Fund’s behalf. From time to time, the 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.
(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 Fund on the basis of 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 trad
Appears in 1 contract
Sources: Administration Agreement (T. Rowe Price OHA Select Private Credit Fund)
Compensation; Allocation of Costs and Expenses. (a) 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, 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”).
(bBoard) Except as specifically provided herein or otherwise in the Advisory Agreements, the Fund anticipates that all investment professionals and staff of the Advisers, 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 Advisers. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) 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 and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (x) 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; (y) investor relations, legal, operations and other non-investment professionals at . To the extent the Administrator that perform duties for the Fund; and (z) any internal audit group personnel of AB Private Credit Investors LLC 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 (iv) in their sole and absolute discretion), the Fund will bear all other out-of-pocket costs and expenses of the Fund’s operationsits operations and transactions, administration and transactions including, without limitation, those relating to:
(1i) 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 participating brokerany non-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 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 investment related to meetings or events with prospective investors, broker-dealers, registered investment advisers or financial or other advisers, but excluding the shareholder servicing fee)interest expense;
(2ii) 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, 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;
(4iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5) fees and all expenses payable under any dealer manager and selected dealer agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fundto its investment program, including, but not limited to, expenses borne indirectly through the arranging thereof Fund’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 legal 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;
(7iv) 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;
(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;
(9v) costs of derivatives direct and hedging;
(10) expenses, including travel, entertainment, lodging and meal indirect expenses, incurred by the Advisers Advisor, 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;
rights including, (11a) expenses travel, entertainment, lodging and meal expenses, (including the allocable portions of compensation and out-of-pocket expenses such as travel expensesb) or an appropriate portion thereof of employees of the Advisers to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12) all origination fees, costs and expensessyndication fees, if anyresearch costs, incurred by or on behalf of the Fund in negotiating and structuring prospective or potential investments that are not ultimately madedue diligence costs, including, without limitation any legal, tax, administrative, accounting, travel, meals, accommodations and entertainment, advisory, excluding advisory services provided by the Adviser contemplated herein, consulting and printing expenses, reverse termination bank service fees and any liquidated damages, commitment (c) fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(13) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly intermediate entity used to acquire, hold or indirectly participates in the acquisition, holding and/or disposition dispose of investments any portfolio company or which otherwise facilitate facilitating the Fund’s investment activities;
(16vi) fees 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 connection with the Fund’s incurrence of leverage or other indebtedness, including, but not limited to, borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Fund’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the Fund’s account and in making, carrying, funding and/or otherwise resolving investment guarantees);
(viii) offerings, sales, and repurchases of the Shares and other 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 implementing or maintaining third-party or proprietary software tools, programs or other technology for the Fund’s benefit (including, without limitation, any and all fees, costs and expenses 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 service fees and expenses);
(xv) transfer agent, dividend agent and custodial feesfees and expenses;
(17) fees and expenses associated with marketing efforts;
(18xvi) federal and state registration fees, franchise including notice filing fees, any stock exchange listing fees and fees payable to rating agencies;
(19xvii) independent trustees’ federal, state and local taxes;
(xviii) 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 advisers advisors retained by, or at the discretion or for the benefit of, the independent trusteesIndependent Trustees;
(20xix) 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;
(21) 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22) 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;
(23) proxy voting expenses;
(24) costs associated with an exchange listing;
(25) costs of registration rights granted to certain investors, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the 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;
(27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28) all fees, costs and expenses associated with the Fund’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34) extraordinary expenses (such as litigation or indemnification);
(35) 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; notices or disclosures filings 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers Advisor, any sub-advisor and their respective 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;
(36xx) 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; and
(xxvii) any extraordinary expenses, or those expenses incurred by the Fund outside of the ordinary course of its business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for a meeting of the Fund’s service providers;
(37) costs and expensesshareholders, including travel, meals, accommodations, entertainment and other similar expenses, incurred by the Advisers or their respective affiliates indemnification expenses as provided for meetings with existing investors and any broker-dealers, registered investment advisers, financial and other advisers representing such existing investors; and
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s businessorganizational documents.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the 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 (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 as otherwise provided 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 herein or otherwise in the Advisory AgreementsAgreement (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”), the Fund anticipates that all investment professionals and staff of the Advisers, 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 Advisers. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ia) 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;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: :
(xi) 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; (y) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and and
(zii) any internal audit group personnel of AB Private Credit Investors LLC the Advisers or any of its affiliatestheir affiliates providing non-investment related services to the Fund; and
(ivc) all other expenses of the Fund’s operationsoperation, administration and transactions including, without limitation, those relating to:
(1i) organization and offering expenses associated with this 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 Fund’s systems and those of the Fund’s participating broker-dealersintermediaries, 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-dealersintermediaries, registered investment advisers advisors or financial or other advisers, but excluding the shareholder servicing feeadvisors);
(2ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisersadvisors 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 advisersadvisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, Administrator or its affiliates in the credit-focused business of the AdvisersFirst 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 advisers advisors that provide transactional 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 administrative, operational, accounting, treasury, and accounting 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)services of the same skill and expertise;
(3iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(4iv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other Fund securities;
(5v) fees and expenses payable under any dealer intermediary manager and selected dealer intermediary agreements, if any;
(6vi) 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) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7vii) 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;
(8) viii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(9) costs of derivatives and hedging;
(10ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers Advisers, 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;
(11x) 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 Advisers to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12xi) 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, 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 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;
(13xii) the allocated costs incurred by the Advisers or their affiliates and the Administrator in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14xiii) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15xiv) investment costs, excluding internal including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (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, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Advisers are not reimbursed by a prospective or actual issuer of the Adviser for providing applicable investment advisory services, 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 Fund directly or indirectly participates in 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 (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));
(16) transfer agent, dividend agent and custodial fees;
(17xv) fees and expenses associated with marketing efforts;
(18xvi) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xvii) independent trusteesTrustees’ fees and expenses expenses, including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trusteesTrustees;
(20xviii) 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;
(21xix) 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22xx) 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 or Trustee meetings;
(23xxi) proxy voting expenses;
(24) costs associated with an exchange listing;
(25xxii) costs of registration rights granted to certain investors, if any;
(26xxiii) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers lacks 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;
(27xxiv) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund Fund, any vehicle of its vehicles or its portfolio companies and the amount of any 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;
(28xxv) all fees, costs and expenses associated with the Fund’s information information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/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 Advisers’ or their affiliates’ internal and third-party 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) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by the Advisers and/or their affiliates for technology systemsand 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;
(29xxvi) the costs of specialty and custom software for investmentsmonitoring 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 business development company;
(30xxvii) costs associated with individual or group shareholders;
(31xxviii) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32xxix) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33xxx) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34) extraordinary expenses (such as litigation or indemnification);
(35xxxi) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.pre
Appears in 1 contract
Sources: Administration Agreement (First Eagle Private Credit Fund)
Compensation; Allocation of Costs and Expenses. (a) 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, 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”).
(bBoard) Except as specifically provided herein or otherwise in the Advisory Agreements, the Fund anticipates that all investment professionals and staff of the Advisers, 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 Advisers. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) 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 and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (x) 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; (y) investor relations, legal, operations and other non-investment professionals at . To the extent the Administrator that perform duties for the Fund; and (z) any internal audit group personnel of AB Private Credit Investors LLC 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 (iv"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 operationsits operations and transactions, administration and transactions including, without limitation, those relating to:
(1i) 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 participating brokerany non-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 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 investment related to meetings or events with prospective investors, broker-dealers, registered investment advisers or financial or other advisers, but excluding the shareholder servicing fee)interest expense;
(2ii) 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, 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;
(4iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5) fees and all expenses payable under any dealer manager and selected dealer agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fundto its investment program, including, but not limited to, expenses borne indirectly through the arranging thereof Fund’s investments in subsidiaries or SPVs, all costs and expenses directly related legal 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;
(7iv) 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;
(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;
(9v) costs of derivatives direct and hedging;
(10) expenses, including travel, entertainment, lodging and meal indirect expenses, incurred by the Advisers 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;
rights including, (11a) expenses travel, entertainment, lodging and meal expenses, (including the allocable portions of compensation and out-of-pocket expenses such as travel expensesb) or an appropriate portion thereof of employees of the Advisers to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12) all origination fees, costs and expensessyndication fees, if anyresearch costs, incurred by or on behalf of the Fund in negotiating and structuring prospective or potential investments that are not ultimately madedue diligence costs, including, without limitation any legal, tax, administrative, accounting, travel, meals, accommodations and entertainment, advisory, excluding advisory services provided by the Adviser contemplated herein, consulting and printing expenses, reverse termination bank service fees and any liquidated damages, commitment (c) fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(13) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly intermediate entity used to acquire, hold or indirectly participates in the acquisition, holding and/or disposition dispose of investments any portfolio company or which otherwise facilitate facilitating the Fund’s investment activities;
(16vi) fees 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 connection with the Fund’s incurrence of leverage or other indebtedness, including, but not limited to, borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Fund’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the Fund’s account and in making, carrying, funding and/or otherwise resolving investment guarantees);
(viii) offerings, sales, and repurchases of the Shares and other 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 implementing or maintaining third- party or proprietary software tools, programs or other technology for the Fund’s benefit (including, without limitation, any and all fees, costs and expenses 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 service fees and expenses);
(xv) transfer agent, dividend agent and custodial feesfees and expenses;
(17) fees and expenses associated with marketing efforts;
(18xvi) federal and state registration fees, franchise including notice filing fees, any stock exchange listing fees and fees payable to rating agencies;
(19xvii) independent trustees’ federal, state and local taxes;
(xviii) 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 advisers advisors retained by, or at the discretion or for the benefit of, the independent trusteesIndependent Trustees;
(20xix) 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;
(21) 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22) 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;
(23) proxy voting expenses;
(24) costs associated with an exchange listing;
(25) costs of registration rights granted to certain investors, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the 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;
(27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28) all fees, costs and expenses associated with the Fund’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34) extraordinary expenses (such as litigation or indemnification);
(35) 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; notices or disclosures filings 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers Adviser, any sub-adviser and their respective 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;
(36xx) 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; and
(xxvii) any extraordinary expenses, or those expenses incurred by the Fund outside of the ordinary course of its business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for a meeting of the Fund’s service providers;
(37) costs and expensesshareholders, including travel, meals, accommodations, entertainment and other similar expenses, incurred by the Advisers or their respective affiliates indemnification expenses as provided for meetings with existing investors and any broker-dealers, registered investment advisers, financial and other advisers representing such existing investors; and
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s businessorganizational documents.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the 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 (Axxes Opportunistic 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 and expenses of providing personnel and facilities hereunder, except as otherwise provided herein, 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”), 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 herein or otherwise in the Advisory AgreementsAgreement, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, paid to the Adviser, Adviser pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation (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: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC the Adviser or any of its affiliates; and
(ivc) all other expenses of the Fund’s 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:
(1i) 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 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 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 advisors or financial or other advisersadvisors, but excluding the shareholder servicing fee);
(2ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisersadvisors), 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 firmsfirms and compliance consultants), engineers, senior advisersadvisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, Administrator or its affiliates in the credit-focused business of the AdvisersAntares), 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 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 servicesservices (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);
(3iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(4iv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5v) fees and expenses payable under any managing dealer manager and selected dealer agreements, if any;
(6vi) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7vii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(8) viii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(9ix) costs of derivatives and hedging;
(10x) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers 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;
(11xi) 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 Advisers Adviser or its affiliates to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12xii) 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, 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;
(13xiii) the allocated costs incurred by Antares Capital Credit Advisers LLC (in its capacity as both the Advisers or their affiliates Adviser and/or the Administrator) in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14xiv) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15xv) investment costs, excluding internal including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (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, 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 Adviser for providing applicable investment advisory services, 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 Fund directly or indirectly participates in 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 (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));
(16xvi) transfer agent, dividend agent and custodial fees;
(17xvii) fees and expenses associated with marketing efforts;
(18xviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(20xx) 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;
(21xxi) 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 Advisers Adviser or their respective its affiliates in connection with such provision of services thereby);
(22xxii) 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 trustee meetings;
(23xxiii) proxy voting expenses;
(24xxiv) costs associated with an exchange listing;
(25xxv) costs of registration rights granted to certain investors, if any;
(26xxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27xxvii) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28xxviii) all fees, costs and expenses associated with the Fund’s information information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data technology systemsand research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates’ internal and third-party 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) 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;
(29xxix) the costs of specialty and custom software for investmentsmonitoring 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;
(30xxx) costs associated with individual or group shareholders;
(31xxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32xxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33xxxiii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34xxxiv) extraordinary expenses (such as litigation or indemnification);
(35xxxv) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.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 obligations, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein, 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”), 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 herein or otherwise in the Advisory Agreementsherein, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. 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:
(ia) investment advisory fees, including management fees and incentive fees, fee to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation 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: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P. or any of its affiliates; and
(ivc) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1i) organization fees, costs and offering expenses of outside counsel, accountants, auditors, appraisers, valuation experts, rating agencies, consultants, administrators, custodians, depositaries, trustees and other similar outside advisors and service providers (including servicing companies in which KKR & Co. Inc. (together with the Adviser and its other affiliates, “KKR”) or its affiliates or eligible partners, members, managing directors, directors, officers or employees of KKR, the Adviser or their respective affiliates (collectively, “KKR Personnel”) have an interest) with respect to 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 activities), and including the cost of any valuation of, or any fairness opinion relating to, any investment or other asset or liability or potential transaction, of the Fund;
a. fees, costs and expenses of identifying, sourcing, investigating (and conducting diligence with respect to), evaluating, structuring, consummating, registering, holding, rating, monitoring or disposing potential and actual portfolio investments, including:
b. brokerage commissions, clearing and settlement charges, investment banking fees, bank charges, custodial fees, placement, syndication and solicitation fees, arranger fees, expenses relating to short sales, sales commissions, and other investment, execution, closing and administrative fees, costs and expenses;
c. 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 investment opportunities, and with respect to travel on non-commercial aircraft, costs of travel at a comparable business class commercial airline rate) including any such expenses incurred in connection with attendance at meetings of relevant investment committees and portfolio management committees;
d. expenses associated with this offering (portfolio and risk management including legalhedging transactions and related costs;
e. fees, accounting, printing, mailing, subscription processing and filing fees costs and expenses incurred in the organization, operation, administration, restructuring or dissolution, liquidation and other offering expenses, termination of any entities through which the Fund makes investments (including costs associated with technology integration between the Fund’s systems establishing and those maintaining a permanent residence in certain jurisdictions, such as employee compensation and benefits, allocable rent and other overhead of the Fund’s participating broker-dealersentities established to manage or administer such entities including entities in which KKR or its affiliates have an interest); and
f. fees, reasonable bona fide due diligence costs and expenses of participating broker-dealers supported by detailed outside counsel, accountants, auditors, consultants (including Capstone) and itemized invoices, costs other similar advisors and service providers incurred in connection with preparing sales materials designing, implementing 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 monitoring participation 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 portfolio companies or other advisers, but excluding the shareholder servicing fee)issuers in compliance and operational “best practices” programs and initiatives;
(2ii) all any taxes, fees, costs, fees 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 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 preparation expenses in connection with such Directive governmental charges (which includes the “AIFMD”)preparation and filing of any forms, investment bankersschedules, administrative agentsfilings, paying agentsinformation 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, depositariescosts and expenses incurred in connection with any audit, custodiansexamination, trusteesinvestigation or other proceeding by any taxing authority or incurred in connection with any governmental or regulatory inquiry, sub-custodiansinvestigation or proceeding, consultants (in each case, involving or otherwise applicable to the Fund, including individuals consulted through expert network consulting firms)the amount of any judgments, engineerssettlements, senior advisersremediation or fines paid in connection therewith, 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 (includingexcluding, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology any fine 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 penalty paid by the Fund if outside service providers provided Adviser or its affiliates to a governmental body of competent jurisdiction on 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 basis of a finding that provide transactional legal advice and/or services the Adviser or such affiliate has breached a fiduciary duty to the Fund (for the avoidance of doubt, the foregoing does not include any fine or penalty related to activities taken by the Adviser or its portfolio companies affiliates on matters related to potential or actual investments and transactions and the ongoing operations behalf 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 servicesFund);
(3iv) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(4) the cost of effecting any sales and repurchases expenses of the Fund’s common shares Board of beneficial interest Trustees and its members, including:
a. travel, accommodation, meal, event, entertainment and other securities;
(5) fees similar fees, costs and expenses payable under in connection with any dealer manager and selected dealer agreements, if any;meetings of the Board; and
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by b. the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(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;
(9) costs of derivatives and hedging;
(10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers or members of its investment team, or payable to third parties, in 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;
(11) 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 Advisers to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, 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;
(13) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(16) transfer agent, dividend agent and custodial fees;
(17) fees and expenses associated with marketing efforts;
(18) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion direction or for the benefit of, the independent trusteesBoard;
(20v) 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;
(21) 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22) 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;
(23) proxy voting expenses;
(24) costs associated with an exchange listing;
(25) costs of registration rights granted to certain investors, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the 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;
(27) all fees, costs and expenses of holding any litigation, arbitration annual or audit involving other shareholder meeting;
(vi) the portion fairly allocable to the Fund 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 compliance with U.S. federal, state, or local law, or other non-U.S. law or other law and regulation relating to the Fund’s activities (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 vehicle 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 companies and the amount investments’ or prospective portfolio investments’ achievement of any 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 FundESG objectives;
(28vii) all fees, costs and expenses associated with the Fund’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) direct costs and expenses of administration, including printingin relation to calling capital from and making distributions to shareholders, mailingthe administration of assets, long distance telephonefinancial planning and treasury activities, copying the representation of the Fund, the preparation and secretarial delivery of all Fund financial statements, tax returns, capital calls, distribution notices, other reports and notices and other staff;
required or requested information provided to shareholders (33) all including the fees, costs and expenses of winding up any other third-party administrator that provides accounting and liquidating administrative services to the Fund’s assets), 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 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;
(34viii) extraordinary 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 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 respect of derivative contracts (including any payments under, and any margin expenses relating to, such as litigation derivative contracts or indemnificationany posting of margin or collateral with respect to such derivative contracts);
(35ix) all fees, costs and expenses relating to a shareholder default (but only to the extent not paid or otherwise borne by the defaulting shareholder);
(x) 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 to comply connection with certain regulatory requirements) and regulatory filings; notices obtaining or disclosures performing 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;
(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 the activities of, or on behalf of, the Fund’s activities (including) including an allocable portion of the premiums and fees for one or more “umbrella” policies that cover the Fund and, without limitation, expenses relating to the preparation and filing extent applicable, costs of filings required under the Securities ActEmployee Retirement Income Security Act of 1974, TIC Form SLT filingsas amended, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable fidelity bonds, if applicable;
(xiii) expenses of any actual or potential litigation or other dispute related to the Fund or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared any actual or potential investment or portfolio company (including expenses incurred in connection with the laws and/or regulations investigation, prosecution, defense, judgment or settlement of jurisdictions in which litigation and the appointment of any agent for service of process on behalf of the Fund engages in activities, including any notices, reports and/or filings required under or the AIFMD, European Securities and Markets Authority and any related regulations, shareholders) and other regulatory filings, notices or disclosures of the Advisers relating extraordinary expenses related to the Fund and its affiliates relating to the Fundor actual or potential investment or portfolio company (including fees, and their activities) and/or other regulatory filings, notices or disclosures of the Advisers and their affiliates relating to the Fund including those pursuant to applicable disclosure laws costs and expenses relating to FOIA requests, but excluding, 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 incurred for general compliance with respect to which an indemnitee would not be entitled to indemnification or advancement;
(xiv) fees, costs and regulatory expenses required under or otherwise related to the Fund’s indemnification obligations, including advancement of any such fees, costs or expenses to persons entitled to such indemnification, or other matters that are not related to the subject of indemnification or contribution;
(xv) fees, costs and expenses incurred in connection with dissolving, liquidating and terminating the Fund;
(xvi) all other costs and expenses of the Fund in connection with the activities, business or operation of the Fund and its activitiespotential and actual investments;
(36xvii) in the case of each of the 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 expenses (including travel) of the Fund in connection with the diligence and oversight business or operation of the Fund’s service providers;
(37) costs Fund and expensesits investments, including travel, meals, accommodations, entertainment organizational and other similar offering 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) . From time to time, AB Private Credit Investors LLC, in the Administrator or its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. Unless such expenses are specifically assumed by the Advisers, Administrator or their affiliates under this Agreement or the Advisory Agreement, the The Fund will reimburse the Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the 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. (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, obligations including the FundCompany’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, hereunder except as otherwise provided herein, in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”), 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” and, together with the Advisory Agreement, the “Advisory Agreements”).
(b) Except except as specifically provided herein or otherwise in the Sub-Advisory AgreementsAgreement, the Fund Company anticipates that all investment professionals and staff of the AdvisersSub-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 AdvisersSub-Adviser. The Fund Company will bear all other costs and expenses of the FundCompany’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;.
(iiib) the FundCompany’s allocable portion of compensation 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: (xi) the FundCompany’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the FundCompany; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC Apollo Global Management, Inc. (“Apollo”) or any of its affiliates; and
(ivc) all other expenses of the FundCompany’s operations, administration and transactions including, without limitation, those relating to:
(1i) organization interest and offering expenses associated with this offering taxes;
(including legal, accounting, printing, mailing, subscription processing and filing fees and expenses ii) brokerage commissions and other offering expenses, including costs associated with technology integration between the Fund’s systems and those of the Fund’s 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 the purchase or sale of securities and other marketing expensesinvestment instruments (including, design and website expenseswithout limitation, fees and expenses of the Fund’s escrow agent and transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and security settlement 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);
(2iii) 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, value (including the cost of any third-party valuation services;
(4) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(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;
(9) costs of derivatives and hedging;
(10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers or members of its investment teamindependent valuation firm, or payable to third parties, in 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;
(11) expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) agent or an appropriate portion thereof of employees of the Advisers to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12) all fees, costs and expenses, if any, incurred by or on behalf service provider of the Fund in negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, 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;
(13) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; 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, travelFund administrators, meals, accommodations custodians and entertainment 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 expensespricing services));
(15iv) investment costsinterest payable on debt and dividends and distributions on preferred stock, excluding internal costs of the Adviser for providing investment advisory servicesas applicable, and any feesif any, costs and expenses related incurred to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate finance the Fund’s investment activities;
(16) transfer agent, dividend agent and custodial fees;
(17) fees and expenses associated with marketing efforts;
(18) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the independent trustees;
(20) 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;
(21) 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22) 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;
(23) proxy voting expenses;
(24) costs associated with an exchange listing;
(25) costs of registration rights granted to certain investors, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the 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;
(27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28) all fees, costs and expenses associated with the Fund’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30v) costs associated with individual or group shareholderscustodian, registrar and transfer agent fees and fee and expenses of other service providers;
(31vi) fidelity bondall costs of registration and, trustees and officers errors and omissions liability insurance and other insurance premiumsif applicable, listing the Fund’s shares on any securities exchange;
(32vii) 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;
(33viii) all 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;
(34) extraordinary expenses (such as litigation or indemnificationmaintenance, data licensing and reporting);
(35ix) 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; notices or disclosures 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 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 noticesmailing prospectuses, reports and/or filings required under the AIFMD, European Securities and Markets Authority notices and any related regulations, and other regulatory filings, notices or disclosures proxy material to shareholders of the 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 Advisers and 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;
(36xiii) costs and all other expenses (including travel) in connection with the diligence and oversight incidental to holding meetings of the Fund’s service providersshareholders, including proxy solicitations therefor;
(37xiv) costs and expenses, including travel, meals, accommodations, entertainment insurance premiums for fidelity bond 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; andinsurance coverage;
(38xv) 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., including the Fund’s allocable portion of the cost of the Fund’s chief compliance officer, chief financial officer, chief legal officer and any other officers of the Fund, investor relations personnel, and their respective staffs; and
(cxx) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and legal obligations that the Fund may have to indemnify the Fund’s directors, 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 will reimburse the Sub-Adviser and its affiliates for their costs in providing such accounting services to the Fund using a methodology for determining costs approved by the Board. From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. Unless such expenses are specifically assumed by the Advisers, Administrator or their affiliates under this Agreement or the Advisory Agreement, the Fund The Company will reimburse the AdvisersAdviser, 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 Advisers and 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.
(d) . Costs and expenses of AB Private Credit Investors LLC in its capacity as both the Administrator and the Sub-Adviser that are eligible for reimbursement by the Fund Company will be reasonably allocated to the Fund Company on the 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. (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. The Company will bear all costs and expenses of its organization, except as otherwise provided hereinoperations, in administration and 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”), . Costs and in that certain Investment Sub-Advisory Agreement, by and between the Fund and the Sub-Adviser, as amended from time expenses to time (the “Sub-Advisory Agreement” and, together with the Advisory Agreement, the “Advisory Agreements”).
(b) Except as specifically provided herein or otherwise in the Advisory Agreements, the Fund anticipates that all investment professionals and staff of the Advisers, 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 Advisers. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, includingCompany include, but are not limited to:
(i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) 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 and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (x) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (y) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (z) any internal audit group personnel of AB Private Credit Investors LLC or any of its affiliates; and
(iv) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
: (1a) organization and offering expenses associated with this offering (including legalall costs, 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 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 escrow agent and transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and costsfees, 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);
(2) 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;
(4) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(8) 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 (9) costs of derivatives and hedging;
(10) expensesthe “Units”), including travel, entertainment, lodging and meal expenses, incurred expenses of registering or qualifying securities held by the Advisers or members Company for sale and blue sky filing fees; (b) diligence and monitoring of its investment teamthe Company’s financial, or payable to third parties, in 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;
(11) 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 Advisers 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 or any committees thereof;
investment conferences and similar events); (12j) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, 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;
(13) the allocated allocable out-of-pocket costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
; (14k) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank interest and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees and underwriting costs; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred payable on or in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments any indebtedness; (including, without limitation, travel, meals, accommodations and entertainment 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);
(15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(16) transfer agent, dividend agent and custodial fees;
(17) fees and expenses associated with marketing efforts;
(18l) 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; (19o) 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 advisers retained by, or at the discretion or for the benefit of, the independent trustees;
regulatory reporting expenses; (20r) 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;
(21) 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22) 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;
(23) proxy voting expenses;
(24) costs associated with an exchange listing;
(25) costs of registration rights granted to certain investors, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the 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;
(27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28) all fees, costs and expenses associated with the Fund’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30) costs associated with individual or group shareholders;
(31s) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
; (32t) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying independent accountants and secretarial and other staff;
outside legal costs; (33u) all 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; (34x) 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);
(35y) 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; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the preparation investor reporting and filing of filings required under the Securities Actcommunications; (z) all costs, TIC Form SLT filingsexpenses, Internal Revenue Service filings under FATCA fees and FBAR reporting requirements applicable to the Fund or reports to be filed with the CFTC, reports, disclosures, filings 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and 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;
(36) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers;
therewith; (37bb) costs and accounting expenses, including travel, meals, accommodations, entertainment expenses associated with the preparation of the financial statements and other similar expenses, incurred tax information reporting returns of the Company and the filing of various tax withholding forms and treaty forms by the Advisers or Company; (cc) the allocable portion of the compensation of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective affiliates for meetings with existing investors staffs; and any broker-dealers, registered investment advisers, financial and other advisers representing such existing investors; and
(38dd) all other expenses incurred by the Administrator, an affiliate of the Administrator or the Company in connection with administering the FundCompany’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. Unless such expenses are specifically assumed by the Advisers, Administrator or their affiliates including payments under this Agreement or the Advisory Agreement, the Fund will reimburse the Advisers, to 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 Advisers 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 shareholders.
Administrator (dor its affiliates) Costs to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company and in acting on behalf of the Company). Additionally, the Company will bear all of the costs and expenses of AB Private Credit Investors LLC in its capacity as both any sub-administration agreements that the Administrator and the Adviser that are eligible for reimbursement by the Fund will be reasonably allocated to the Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administratorenters into.
Appears in 1 contract
Sources: Administration Agreement (Oaktree Gardens OLP, LLC)
Compensation; Allocation of Costs and Expenses. (a) 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, 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”).
(bBoard) Except as specifically provided herein or otherwise in the Advisory Agreements, the Fund anticipates that all investment professionals and staff of the Advisers, 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 Advisers. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) 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 and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (x) 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; (y) investor relations, legal, operations and other non-investment professionals at . To the extent the Administrator that perform duties for the Fund; and (z) any internal audit group personnel of AB Private Credit Investors LLC 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 (iv) in their sole and absolute discretion), the Company will bear all other out-of-pocket costs and expenses of the Fund’s operationsits operations and transactions, administration and transactions including, without limitation, those relating to:
(1i) the organization and offering expenses associated with this offering of the Company;
(ii) calculating net asset value (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 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 cost and expenses of the Fund’s 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 feeany independent valuation firm);
(2) 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;
(4) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(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;
(9) costs of derivatives and hedging;
(10iii) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers Advisers, 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;
(11iv) 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 an appropriate portion thereof of employees of the Advisers (and their affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the extent such expenses relate to attendance at meetings of Company and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Board or any committees thereofCompany’s investments and monitoring investments and portfolio companies on an ongoing basis;
(12v) any and all fees, costs and expenses, if any, incurred by or on behalf of the Fund in negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, 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;
(13) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluatingthe incurrence of leverage and indebtedness of the Company, makingincluding borrowings, holdingdollar rolls, settlingreverse purchase agreements, clearingcredit facilities, monitoring securitizations, margin financing and derivatives and swaps, and including any principal or disposing of actual investments interest on the Company’s borrowings and indebtedness (including, without limitation, travelany fees, mealscosts, accommodations and entertainment expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the account of the Company and in making, carrying, funding and/or otherwise resolving investment guarantees);
(vi) offerings, sales, and repurchases of the Company’s common stock and other 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 related to attending trade association and/or industry meetingsincurred in implementing or maintaining third-party or proprietary software tools, conferences programs or similar meetingsother technology for the benefit of the Company (including, without limitation, any and all fees, 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 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);
(15xi) investment costscosts incurred in connection with investor relations, excluding internal costs board of directors relations, and with preparing for and effectuating a listing of the Adviser for providing investment advisory services, and Company’s securities on any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activitiessecurities exchange;
(16xii) transfer agent, dividend agent and custodial feesfees and expenses;
(17) fees and expenses associated with marketing efforts;
(18xiii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xiv) independent trustees’ all costs of registration and listing the Company’s securities on any securities exchange;
(xv) federal, state and local taxes;
(xvi) fees and expenses of the members of the Company’s Board of Directors who are not “interested persons” (as such term is defined in Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) of the Advisers or of the Company (each, a “Non-Interested Director”), including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trusteesNon-Interested Directors;
(20xvii) 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;
(21) 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 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 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 Advisers or their respective affiliates in connection with such provision of services thereby)activities;
(22xviii) 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;
(23xix) 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;
(24xxii) costs associated 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 an exchange listingany dividend reinvestment plan or direct stock purchase plan;
(25xxiii) costs of registration rights granted to certain investors, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the 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 the formation or maintenance of entities or vehicles to hold the Company’s assets for tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewithother purposes;
(27xxiv) the allocated costs incurred by the Advisers 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 Company;
(xxvi) all fees, costs and expenses of any litigation, arbitration or audit litigation involving the Fund any vehicle Company or its portfolio companies and the amount of any judgments, assessments fines, remediations 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 affairs of the FundCompany’s affairs;
(28xxvii) all fees, costs and expenses associated with the Fund’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all fees, costs and expenses of winding up and liquidating the FundCompany’s assets;
(34) extraordinary expenses (such as litigation or indemnification);
(35) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and 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;
(36) 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
(38xxviii) all other expenses incurred by the Company or the Administrator in connection with administering the FundCompany’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the 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 (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 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, 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”), 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 herein or otherwise in the Advisory Agreementsbelow, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other reasonable costs and expenses of the Fund’s its operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation Overhead and other expenses incurred by the Administrator in performing its administrative obligations under this the Administration Agreement, including but not limited to: (xi) the Fund’s chief compliance officer, chief financial officer, chief operating officer and their respective staffs; (yii) investor relations, legal, operations operations, treasury and any other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC OHA or any of its affiliatesAffiliates (as defined below) providing non-investment related services to the Fund; and
(ivc) all other expenses of the Fund’s operations, administration administrations and transactions including, without limitation, those relating to:
(1i) 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 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 the Fund’s participating broker-dealersintermediaries, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoicesintermediaries, fees, costs and expenses in connection with preparing the preparation of the Fund’s governing documents, offering memoranda, sales materials and other marketing expenses, design and website fees, costs and expenses, fees fees, costs and expenses of the Fund’s escrow agent and transfer agent, fees fees, costs and expenses to attend retail seminars sponsored by participating broker-dealers intermediaries and fees, costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealersintermediaries, registered investment advisers advisors or financial or other advisers, but excluding the shareholder servicing fee)advisors;
(2ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisersadvisors), administrators, auditors (including 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 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 advisersadvisors, 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 AdvisersAdviser), 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 technology, portfolio reconciliation, portfolio compliance and reporting or other services or that are otherwise related to the implementation, maintenance and professionals supervision of the procedures relating to the books and records of the Fund and any personnel related thereto 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) costsfees, costs and expenses and fees for hours time spent by its in-house attorneys and tax advisers 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) fees, costs and expenses and fees incurred to provide administrative and accounting services to the Fund or its portfolio companies, and expensesfees, costs, expenses and charges and/or related costs incurred directly by the Fund or affiliates its Affiliates in connection such servicesservices (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 servicesservices of the same skill and expertise, in accordance with the Adviser’s expense allocation policy);
(3iii) the cost all fees, costs, expenses of calculating the Fund’s net asset valueNAV, including the cost of any third-party valuation services;
(4iv) the cost all fees, costs, expenses of effecting any sales and repurchases of the Fund’s common shares of beneficial interest the Fund and other securities;
(5v) fees and any fees, costs, expenses payable under any managing dealer manager and selected dealer intermediary agreements, if any;
(6vi) all interest and fees fees, costs and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7vii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(8) viii) 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;
(9ix) all fees, costs and expenses of derivatives and hedging;
(10x) all fees, costs and expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers 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;
(11xi) 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 Advisers Adviser to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12xii) 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, 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;
(13xiii) the all allocated fees, costs and expenses incurred by the Advisers or their affiliates Administrator in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14xiv) all brokerage costsfees, costs and expenses, hedging costsfees, 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 costsfees, costs and expenses; fees, 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, meals, accommodations and entertainment 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);
(15xv) investment costsfees, excluding internal costs and expenses, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (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, 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 Adviser for providing applicable investment advisory services, 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 Fund directly or indirectly participates in 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 (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));
(16xvi) all transfer agent, dividend agent and custodial fees, costs and expenses;
(17xvii) fees and expenses associated with marketing efforts;
(18) all federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xviii) independent trusteesBoard members’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trusteesBoard members;
(20xix) 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;
(21xx) 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 Advisers Adviser or their respective affiliates its Affiliates in connection with such provision of services thereby);
(22xxi) 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;
(23xxii) all proxy voting fees, costs and expenses;
(24xxiii) all fees, costs and expenses associated with an exchange listinglisting (to the extent applicable);
(25) costs of registration rights granted to certain investors, if any;
(26xxiv) any and all taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27xxv) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28xxvi) all fees, costs and expenses associated with the Fund’s information information, obtaining and data maintaining technology systems;
(29) the costs of specialty including any and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all fees, costs and expenses of winding up any investment, books and liquidating the Fund’s assets;
(34) extraordinary expenses (records, portfolio compliance and reporting systems such as litigation or indemnification“Wall Street Office,” “Everest” (Allvue);
(35) all fees, costs “Trinity” and expenses related to compliance-related matters (such as developing similar systems and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory 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 activitiesservices, including any noticesconsultant, reports and/or filings required under the AIFMDsoftware licensing, European Securities data management and Markets Authority recovery services fees and any related regulationstools, and programs, subscriptions or other regulatory filingssystems providing market data, notices analytical, database, news or disclosures of the 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers research or information services and the costs of goods any related professional service providers), third party or services. Unless such expenses are specifically assumed proprietary hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Advisers, Administrator Adviser’s or their affiliates under this Agreement or the Advisory Agreement, the Fund will reimburse the Advisers, the Administrator or such affiliates thereof for any such amounts paid its Affiliates’ internal and third-party research group (which are generally based on the Fund’s behalf. From time to time, the 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.
(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 Fund on the basis of 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;
(xxvii) 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;
(xxviii) all fees, costs and expenses associated with individual or group investors in the Fund;
(xxix) all insurance fees, costs and expenses (including fidelity bond, Board members and officers errors and omissions
Appears in 1 contract
Sources: Administration Agreement (OHA Senior Private Lending Fund (U) LLC)
Compensation; Allocation of Costs and Expenses. (a) 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, 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”), 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 herein or otherwise in the Advisory AgreementsAgreement, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation and other expenses incurred by the Sub-Administrator in performing its administrative obligations under this Agreement, including but not limited to: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Sub-Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC Blackstone Inc. (“Blackstone”) or any of its affiliates. Excluded from the allowable reimbursement shall be:
(i) rent or depreciation, utilities, capital equipment, and other administrative items of the Sub-Administrator; and
(ivii) all other expenses of the Fund’s operationssalaries, administration and transactions includingfringe benefits, without limitation, those relating to:
(1) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and travel expenses and other offering expensesadministrative items incurred or allocated to any Controlling Person of the Sub-Administrator. The term “Controlling Person” shall mean a person, including costs associated with technology integration between whatever his or her title, who performs functions for the Fund’s systems and Sub-Administrator similar to those of (a) the Fund’s 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 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 chairman or other advisers, but excluding the shareholder servicing fee);
(2) all taxes, fees, costs, and expenses, retainers and/or other payments member of accountants, legal counsel, advisors (including tax advisers), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU a board 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 casedirectors, (Ib) that are specifically charged executive officers 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;
(4) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(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;
(9) costs of derivatives and hedging;
(10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers or members of its investment team, or payable to third parties, in 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;
(11) 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 Advisers to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, 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;
(13) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(16) transfer agent, dividend agent and custodial fees;
(17) fees and expenses associated with marketing efforts;
(18) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the independent trustees;
(20) 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;
(21) 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22) 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;
(23) proxy voting expenses;
(24) costs associated with an exchange listing;
(25) costs of registration rights granted to certain investors, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the 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;
(27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28) all fees, costs and expenses associated with the Fund’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34) extraordinary expenses (such as litigation or indemnification);
(35) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, those holding 10% or more equity interest in its capacity as both the Adviser and the Administrator, the Sub-Adviser Administrator, or their affiliates may pay third-party providers of goods a person having the power to direct or services. Unless such expenses are specifically assumed by cause the Advisers, Administrator or their affiliates under this Agreement or the Advisory Agreement, the Fund will reimburse the Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Advisers and the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All direction of the foregoing expenses will ultimately be borne Sub-Administrator, whether through the ownership of voting securities, by the Fund’s shareholders.
(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 Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof contract or other reasonable methods determined by the Administrator.otherwise; and
Appears in 1 contract
Sources: Sub 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 and expenses of providing personnel and facilities hereunder, except as otherwise provided herein, 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”), 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 herein or otherwise in the Advisory AgreementsAgreement, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, paid to the Adviser, Adviser pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation 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: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors HPS Investment Partners, LLC or any of its affiliates; and
(ivc) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1i) 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 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 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 advisors or financial or other advisersadvisors, but excluding the shareholder servicing fee);
(2ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisersadvisors), 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 advisersadvisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, Administrator or its affiliates in the credit-focused business of the AdvisersHPS 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 advisers 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 servicesservices (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);
(3iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(4iv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5v) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(6vi) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7vii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(8) viii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(9ix) costs of derivatives and hedging;
(10x) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers 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;
(11xi) 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 Advisers Adviser or its affiliates to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12xii) 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, 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;
(13xiii) the allocated costs incurred by the Advisers or their affiliates Adviser and the Administrator in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14xiv) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15xv) investment costs, excluding internal including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (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, 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 Adviser for providing applicable investment advisory services, 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 Fund directly or indirectly participates in 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 (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));
(16xvi) transfer agent, dividend agent and custodial fees;
(17xvii) fees and expenses associated with marketing efforts;
(18xviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(20xx) 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;
(21xxi) 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 Advisers Adviser or their respective its affiliates in connection with such provision of services thereby);
(22xxii) 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;
(23xxiii) proxy voting expenses;
(24xxiv) costs associated with an exchange listing;
(25xxv) costs of registration rights granted to certain investors, if any;
(26xxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27xxvii) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28xxviii) all fees, costs and expenses associated with the Fund’s information information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data technology systemsand research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates’ internal and third-party 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) 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;
(29xxix) the costs of specialty and custom software for investmentsmonitoring 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;
(30xxx) costs associated with individual or group shareholders;
(31xxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32xxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33xxxiii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34xxxiv) extraordinary expenses (such as litigation or indemnification);
(35xxxv) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Advisers 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the 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 (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 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, 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”), 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 except as specifically provided herein or otherwise in the Advisory AgreementsAgreement, the Fund Company anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund Company will bear all other costs and expenses of the FundCompany’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;.
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the FundCompany’s allocable portion of compensation 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: (xi) the FundCompany’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the FundCompany; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC Apollo Global Management, Inc. (“Apollo”) or any of its affiliates; and
(ivc) all other expenses of the FundCompany’s operations, administration and transactions including, without limitation, those relating to:
(1i) organization interest and offering expenses associated with this offering taxes;
(including legal, accounting, printing, mailing, subscription processing and filing fees and expenses ii) brokerage commissions and other offering expenses, including costs associated with technology integration between the Fund’s systems and those of the Fund’s 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 the purchase or sale of the Fund’s 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);
(2) 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;
(4) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(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;
(9) costs of derivatives and hedging;
(10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers or members of its investment team, or payable to third parties, in 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;
(11) 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 Advisers to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, 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;
(13) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; costs and expenses of any lenders, investment banks and other financing sources, securities and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments instruments (including, without limitation, travel, meals, accommodations and entertainment 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 expensessecurity settlement costs);
(15iii) investment costscalculating the Company’s net asset value (including the cost and expenses of any independent valuation firm, excluding internal costs or agent or service provider of the Adviser for providing investment advisory Company (including, without limitation, Company administrators, custodians and pricing services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(16) transfer agent, dividend agent and custodial fees;
(17) fees and expenses associated with marketing efforts;
(18) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the independent trustees;
(20) 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;
(21) 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22iv) the costs of any reportsinterest payable on debt and dividends and distributions on preferred shares, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any shareholder or Trustee meetings;
(23) proxy voting expenses;
(24) costs associated with an exchange listing;
(25) costs of registration rights granted to certain investorsas applicable, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where to finance the 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;
(27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28) all fees, costs and expenses associated with the FundCompany’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30v) costs associated with individual or group shareholderscustodian, registrar and transfer agent fees and fees and expenses of other service providers;
(31vi) fidelity bond, trustees all costs of registration and officers errors and omissions liability insurance and other insurance premiumslisting the Company’s shares on any securities exchange;
(32vii) 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;
(33viii) all 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;
(34) extraordinary expenses (such as litigation or indemnificationmaintenance, data licensing and reporting);
(35ix) 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 filingsother insurance coverage;
(xv) investment management fees; notices or disclosures (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 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 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures respect of the 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 Advisers and 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 activitiesCompany;
(36) 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
(38xix) all other expenses incurred by the Administrator Company in connection with administering the FundCompany’s business., 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
(cxx) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Company 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 these actions, suits or proceedings. It also is understood that if the Adviser or any of its affiliates provide accounting services to the Company, the Company will reimburse the Adviser and its affiliates for their costs in providing such accounting services to the Company using a methodology for determining costs approved by the Board.From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the AdministratorAdviser, the Sub-Adviser Administrator or their affiliates may pay third-party providers of goods or services. Unless such expenses are specifically assumed by the Advisers, Administrator or their affiliates under this Agreement or the Advisory Agreement, the Fund The Company will reimburse the AdvisersAdviser, the Administrator or such affiliates thereof for any such amounts paid on the FundCompany’s behalf. From time to time, the Advisers and 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.
(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 Company will be reasonably allocated to the Fund Company on the 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. (a) 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 hereinindicated in this Section 4, in the Company will bear all costs and 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”), 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. Furthermore, the “Advisory Agreements”).
(b) Except as specifically provided herein or otherwise in the Advisory Agreements, the Fund anticipates that all investment professionals and staff of the Advisers, 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 Advisers. The Fund Company will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) 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 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: (x) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (y) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (z) any internal audit group personnel of AB Private Credit Investors LLC or any of its affiliates; and
(iv) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1i) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees all costs and expenses and other offering with respect to the actual or proposed acquisition, financing, holding, monitoring, liquidation, winding up or disposition of the Company’s investments, including refinancings, whether such investments are ultimately consummated or not, including, origination fees, syndication fees, due diligence costs, broken deal expenses, including costs associated with technology integration between the Fund’s systems and those of the Fund’s 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 expensesbank service fees, fees and expenses 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 clause (xxiii) clause below) financing costs (including interest expenses) fees paid to third parties or to the Fund’s escrow agent and transfer agentAdviser or any affiliate to provide collateral management, fees to attend retail seminars sponsored by participating broker-dealers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment debt servicing and other similar administrative services to special purpose vehicles that hold certain of the Company’s investments pledged as collateral to secure credit facilities extended to finance the Company’s loan portfolio”;
(ii) expenses related to meetings or events with prospective investorsfor liability insurance, broker-dealersincluding officers and independent directors liability insurance, registered investment advisers or financial or cyber insurance and other advisers, but excluding insurance;
(iii) extraordinary expenses incurred by the shareholder servicing feeCompany (including litigation);
(2iv) all taxesindemnification and contribution expenses provided, that the Company will not bear such fees, costscosts or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable;
(v) taxes and other governmental fees and charges;
(vi) 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, retainers and/or other payments ;
(viii) cost of accountants, legal counsel, advisors software (including tax advisers), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU the fees 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, subthird-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 party software developers) used by the Administrator, Adviser and its affiliates in to track and monitor the credit-focused business Company’s investments (specifically, cost of the Advisers)software related to data warehousing, portfolio administration/reconciliation, loan pricing and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect trade settlement attributable 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 servicesCompany);
(3ix) expenses related to the cost valuation or appraisal of calculating the FundCompany’s net asset valueinvestments, including expenses incurred with respect to third party valuations (in the cost case that assets of any third-party valuation servicesthe Company are treated as “plan assets” for purposes of ERISA);
(4x) risk, research and market data-related expenses (including software) incurred for the cost of effecting any sales and repurchases of the FundCompany’s common shares of beneficial interest and other securitiesinvestments;
(5xi) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7) all 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;
(8) costs as applicable) 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;
(9xii) costs associated with the wind-up, liquidation, dissolution and termination of derivatives and hedgingthe Company;
(10xiii) 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 Advisers Administrator (as opposed to any sub-administrator or members of its investment team, or payable to third parties, in 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);
(11xiv) 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 Advisers related to the extent such expenses relate to attendance by directors at meetings of the Board or any committees thereofof Directors of the Company), to the extent permitted under applicable law, including ERISA, if applicable;
(12xv) all fees, costs and expenses, if any, incurred by annual or on behalf special meetings of the Fund in negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, travel, meals, accommodations and entertainment, advisory, excluding advisory services provided by stockholders of 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;
Company (13) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; 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, meals, accommodations and entertainment 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“Shareholders”);
(15xvi) investment costs, excluding internal the costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(16) transfer agent, dividend agent and custodial fees;
(17) fees and expenses associated with marketing effortspreparing, filing and delivering to Shareholders periodic and other reports and filings required under federal securities laws as a result of the Company’s status as a BDC;
(18xvii) ongoing Company offering expenses;
(xviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable pertaining to rating agenciesthe Company;
(19xix) independent trusteescosts of Company-related proxy statements, Shareholders’ fees reports and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the independent trusteesnotices;
(20) 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;
(21) 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22) 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;
(23) proxy voting expenses;
(24xx) costs associated with an exchange listingobtaining fidelity bonds as required by the 1940 Act;
(25xxi) costs of registration rights granted to certain investorsprinting, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund mailing 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;
(27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28) all fees, costs and expenses associated with the Fund’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) similar direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34) extraordinary expenses (such as litigation or indemnification);
(35) 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; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the Company;
(xxii) expenses incurred in 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 for or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with (or otherwise relating to) any initial public offering or other debt or equity offering conducted by the laws and/or regulations of jurisdictions Company, including but not limited to external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts. Pursuant to the Investment Management Agreement, investment-related expenses with respect to investments in which the Fund engages in activities, including any notices, reports and/or filings required under the AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices Company invests together with one or disclosures of the Advisers relating to the Fund and its affiliates relating to the Fund, and their activitiesmore parallel funds (or co-investment vehicles) and/or other regulatory filings, notices or disclosures of the Advisers and 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;
(36) 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 shall generally be allocated among all such existing investors; and
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund entities on the basis of time spentavailable capital for each such entity; provided that if the Adviser reasonably believes that such allocation method would produce an inequitable result to any such entity, assets under management, usage rates, proportionate holdings, a combination thereof or the Adviser may allocate such expenses among such entities in any other reasonable methods determined by manner that the AdministratorAdviser believes in good faith to be fair and equitable.
Appears in 1 contract
Sources: Administration Agreement (Brightwood Capital Corp I)
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, 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”), 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 herein or otherwise in the Advisory AgreementsAgreement, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation 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: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC The Blackstone Group Inc. (“Blackstone”) or any of its affiliates; and
(ivc) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1i) 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 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 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 advisors or financial or other advisersadvisors, but excluding the shareholder servicing fee);
(2ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisersadvisors), 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 advisersadvisors, 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 Advisersavoidance 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 advisers 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 servicesservices (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);
(3iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(4iv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5v) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(6vi) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7vii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(8) viii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(9ix) costs of derivatives and hedging;
(10x) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers 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;
(11xi) 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 Advisers Adviser to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12xii) 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, 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;
(13xiii) the allocated costs incurred by the Advisers or their affiliates Adviser and the Administrator in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14xiv) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15xv) investment costs, excluding internal including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (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, 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 Adviser for providing applicable investment advisory services, 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 Fund directly or indirectly participates in 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 (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));
(16xvi) transfer agent, dividend agent and custodial fees;
(17xvii) fees and expenses associated with marketing efforts;
(18xviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(20xx) 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;
(21xxi) 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 Advisers Adviser or their respective its affiliates in connection with such provision of services thereby);
(22xxii) 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;
(23xxiii) proxy voting expenses;
(24xxiv) costs associated with an exchange listing;
(25xxv) costs of registration rights granted to certain investors, if any;
(26xxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27xxvii) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28xxviii) all fees, costs and expenses associated with the Fund’s information information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data technology systemsand research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates’ internal and third-party 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) 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;
(29xxix) the costs of specialty and custom software for investmentsmonitoring 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;
(30xxx) costs associated with individual or group shareholders;
(31xxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32xxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33xxxiii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34xxxiv) extraordinary expenses (such as litigation or indemnification);
(35xxxv) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Advisers 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.Fu
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 and expenses of providing personnel and facilities hereunder, except as otherwise provided herein, 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”), 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 herein or otherwise in the Advisory Agreementsherein, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. 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:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation 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: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P. or any of its affiliates; and
(ivc) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1i) organization organizational and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering out-of-pocket expenses, including but not overhead or employee costs associated with technology integration between the Fund’s systems and those of the Fund’s 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 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 feeAdviser);
(2ii) all taxesoutside counsel, fees, costs, and expenses, retainers and/or other payments of accountants, legal counselauditors, advisors (including tax advisers)appraisers, valuation experts, property or asset managers, leasing agents, construction managers, consultants, 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”)custodians, investment bankers, administrative agents, paying agents, depositaries, custodiansdepositories, trustees, sub-custodianstransfer agents, 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), dividend disbursing agents and dividend reinvestment plan agents and other professionals (including, for the avoidance of doubt, the costs similar outside advisors and charges allocable service providers with respect to the provision Fund and its investments (including the cost of internal legalthe valuation, taxor any fairness opinion relating to, accounting, technology any asset or liability 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 transaction 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 servicesFund);
(3iii) 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;
(4iv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest Shares and other securities;
(5v) fees and expenses payable under any dealer manager distribution and selected dealer agreements, if any;
(6vi) principal, interest on and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7) all 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;
(8) 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;
(9) costs of derivatives and hedging;
(10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers or members of its investment team, or payable to third parties, in 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;
(11vii) 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 Advisers Adviser to the extent such expenses relate to attendance at meetings of the Board of Directors or any committees thereof;
(12viii) 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, including without limitation any legal, tax, administrative, accounting, 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;
(13) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; 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, makingany travel and accommodation expenses, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, meals, accommodations and entertainment expenses and any expenses related to attending trade association and/or industry meetingsdeposits or down payments that are forfeited in connection with, conferences or similar meetingsamounts paid as a penalty for, 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)unconsummated transactions;
(15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(16) transfer agent, dividend agent and custodial fees;
(17x) fees and expenses associated with the Fund’s marketing efforts, including costs in connection with the Fund’s website and sales and marketing materials;
(18xi) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xii) independent trusteesdirectors’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trusteesdirectors;
(20xiii) 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;
(21xiv) 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 Advisers Adviser or their respective its affiliates in connection with such provision of services thereby);
(22xv) 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;
(23xvi) proxy voting expenses;
(24xvii) 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 exchange listingentity in which 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);
(25xviii) costs of registration rights granted to certain investors, if any;
(26xix) any taxes and/or taxes, tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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);
(27xxi) 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, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments, assessments fines, remediations 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 the affairs advancement by reason of the Fundlimitations set forth in Section 6 hereof;
(28xxii) 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 , including in connection with 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 connection with obtaining or performing research related to potential or actual investments, industries, sectors, geographies or other relevant market, economic, geopolitical or similar data technology systemsor trends, including risk analysis software;
(29) the costs of specialty and custom software for investments;
(30xxiii) costs associated with individual or group shareholdersStockholders;
(31xxiv) fidelity bond, trustees directors and officers errors and omissions liability insurance and other insurance premiums;
(32xxv) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33xxvi) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34xxvii) extraordinary expenses (such as litigation or indemnification);
(35xxviii) 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; notices or disclosures filings 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 AIFMDEuropean 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, European Securities and Markets Authority in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Advisers 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 Advisers Adviser and their 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;
(36xxix) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers;
(37xxx) costs and expenses, including travel, meals, accommodations, entertainment and other similar expenses, incurred by any activities with respect to protecting the Advisers confidential or their respective affiliates for meetings with existing investors and non-public nature of any broker-dealers, registered investment advisers, financial and other advisers representing such existing investorsinformation or data; and
(38xxxi) all other expenses incurred by the Adviser or the Administrator in connection with administering the Fund’s business.
(c) business or operation of the Fund and its investments. From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the AdministratorAdviser, the Sub-Adviser Administrator or their affiliates may pay third-party providers of goods or services. Unless such expenses are specifically assumed by the Advisers, Administrator or their affiliates under this Agreement or the Advisory Agreement, the The Fund will reimburse the AdvisersAdviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Advisers and 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.
(d) , subject to any applicable expense cap and reimbursement limitations. 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 Fund on the 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. (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. 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 hereinsuch term is defined under the Investment Company Act. The Company will bear all costs and expenses that are incurred in its operation, in that certain 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”), . Costs and in that certain Investment Sub-Advisory Agreement, by and between the Fund and the Sub-Adviser, as amended from time expenses to time (the “Sub-Advisory Agreement” and, together with the Advisory Agreement, the “Advisory Agreements”).
(b) Except as specifically provided herein or otherwise in the Advisory Agreements, the Fund anticipates that all investment professionals and staff of the Advisers, 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 Advisers. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, includingCompany include, but are not limited to:
(i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) 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 and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (x) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (y) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (z) any internal audit group personnel of AB Private Credit Investors LLC or any of its affiliates; and
(iv) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1a) organization and offering expenses associated with this offering of the Company;
(b) calculating the Company’s net asset value (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 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 cost and expenses of the Fund’s 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 feeany independent valuation firm);
(2c) 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;
(4) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(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;
(9) costs of derivatives and hedging;
(10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers or members of its investment team, or payable to third parties, in 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;
(11) 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 Advisers to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, 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 indemnification payments;
(13d) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14e) all brokerage costs, hedging costs, prime brokerage fees, custodial marketing expenses, agent bank ;
(f) expenses related to the development and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees and underwriting costs; 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, clearing, monitoring evaluating or disposing of actual investments (including, without limitation, travel, meals, accommodations and entertainment 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)making investments;
(15h) investment costsinterest payable on debt, excluding internal costs of if any, incurred to finance the Adviser for providing investment advisory services, and any fees, costs Company’s investments and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(16) transfer agent, dividend agent and custodial fees;
(17) fees and expenses associated with marketing unsuccessful portfolio acquisition efforts;
(18i) 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;
(19o) 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 advisers retained by, or at the discretion or for the benefit of, the independent trustees;
(20r) 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;
(21s) 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22) 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;
(23) proxy voting expenses;
(24) costs associated with an exchange listing;
(25) costs of registration rights granted to certain investors, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the 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;
(27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28) all fees, costs and expenses associated with the Fund’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30t) costs associated with individual or group shareholdersgroups of stockholders;
(31u) the Company’s allocable portion of fidelity bondbonds, trustees directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums;
(32v) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and copying, secretarial and other staff;
(33) all fees, costs independent auditors and expenses of winding up and liquidating the Fund’s assets;
(34) extraordinary expenses (such as litigation or indemnification);
(35) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and 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;
(36) 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 investorsoutside legal costs; and
(38w) all other expenses incurred by the Company or the Administrator in connection with administering the FundCompany’s business.
(c) From time to time, AB Private Credit Investors LLCincluding payments based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, in its capacity as both the Adviser including rent and the Administratorallocable portion of the costs of compensation and related expenses of the Company’s chief compliance officer and principal financial officer and their respective staffs. To the extent the Administrator outsources any of its functions, including to any sub-administrators, the Sub-Adviser or their affiliates may Company will pay third-party providers of goods or services. Unless the fees associated with such expenses are specifically assumed by the Advisers, Administrator or their affiliates under this Agreement or the Advisory Agreement, the Fund will reimburse the Advisers, the Administrator or such affiliates thereof for any such amounts paid functions on the Fund’s behalf. From time a direct basis without profit to time, the 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.
(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 Fund on the 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: Administrative Services Agreement (Poliwogg Regenerative Medicine Fund, 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 and expenses of providing personnel and facilities hereunder, except as otherwise provided herein, 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”), 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 herein or otherwise in the Advisory AgreementsAgreement, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s its operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation Overhead and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (xi) the Fund’s chief compliance officer, chief financial officer, chief operating officer, chief legal officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC OHA or any of its affiliatesAffiliates (as defined below) providing non-investment related services to the Fund; and
(ivc) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1i) 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 Adviser, inclusive of their allocated Overhead), printing, mailing, subscription processing and filing fees 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 the Fund’s participating broker-dealersintermediaries, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoicesintermediaries, fees, costs and expenses in connection with preparing the preparation of the Fund’s governing documents, offering memoranda, sales materials and other marketing expenses, design and website fees, costs and expenses, fees fees, costs and expenses of the Fund’s escrow agent and transfer agent, fees fees, costs and expenses to attend retail seminars sponsored by participating broker-dealers intermediaries and fees, costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealersintermediaries, registered investment advisers advisors or financial or other advisersadvisors, but excluding the shareholder servicing fee);
(2ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisersadvisors), administrators, auditors (including 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 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 advisersadvisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, Administrator and its affiliates in the credit-focused business of the AdvisersAdviser), 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 technology, portfolio reconciliation, portfolio compliance and reporting or other services or that are otherwise related to the implementation, maintenance and professionals supervision of the procedures relating to the books and records of the Fund and any personnel related thereto 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) costsfees, costs and expenses and fees for hours time spent by its in-house attorneys and tax advisers 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) fees, costs and expenses and fees incurred to provide administrative and accounting services to the Fund or its portfolio companies, and expensesfees, costs, expenses and charges and/or related costs incurred directly by the Fund or affiliates Affiliates in connection such servicesservices (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 servicesservices of the same skill and expertise, in accordance with the Adviser’s expense allocation policy);
(3iii) the cost all fees, costs, expenses of calculating the Fund’s net asset valueNAV, including the cost of any third-party valuation services;
(4iv) the cost all fees, costs, expenses of effecting any sales and repurchases of the Fund’s common shares of beneficial interest the Fund and other securities;
(5v) fees any fees, costs and expenses payable under any managing dealer manager and selected dealer intermediary agreements, if any;
(6vi) all interest and fees fees, costs and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7vii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(8) 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;
(9ix) all fees, costs and expenses of derivatives and hedging;
(10x) all fees, costs and expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers 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;
(11xi) 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 Advisers Adviser to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12xii) 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, 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;
(13xiii) the all allocated fees, costs and expenses incurred by the Advisers or their affiliates Adviser and the Administrator in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14xiv) all brokerage costsfees, costs and expenses, hedging costsfees, 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 costsfees, costs and expenses; fees, 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, meals, accommodations and entertainment 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);
(15xv) investment costsfees, excluding internal costs and expenses, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (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, 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 Adviser for providing applicable investment advisory services, 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 Fund directly or indirectly participates in 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 (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));
(16xvi) all transfer agent, dividend agent and custodial fees, costs and expenses;
(17xvii) fees and expenses associated with marketing efforts;
(18) all federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(20xix) 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;
(21xx) 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 Advisers Adviser or their respective affiliates its Affiliates in connection with such provision of services thereby);
(22xxi) 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 or Trustee meetings;
(23xxii) all proxy voting fees, costs and expenses;
(24xxiii) all fees, costs and expenses associated with an exchange listinglisting (to the extent applicable);
(25) costs of registration rights granted to certain investors, if any;
(26xxiv) any and all taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27xxv) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28xxvi) all fees, costs and expenses associated with the Fund’s information information, obtaining and data maintaining technology systems;
(29) the costs of specialty including any and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all fees, costs and expenses of winding up any investment, books and liquidating the Fund’s assets;
(34) extraordinary expenses (records, portfolio compliance and reporting systems such as litigation or indemnification“Wall Street Office,” “Everest” (Allvue);
(35) all fees, costs “Trinity” and expenses related to compliance-related matters (such as developing similar systems and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory 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 activitiesservices, including any noticesconsultant, reports and/or filings required under the AIFMDsoftware licensing, European Securities data management and Markets Authority recovery services fees and any related regulationstools, and programs, subscriptions or other regulatory filingssystems providing market data, notices analytical, database, news or disclosures of the 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers research or information services and the costs of goods any related professional service providers), third party or services. Unless such expenses are specifically assumed proprietary hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Advisers, Administrator Adviser’s or their affiliates under this Agreement or the Advisory Agreement, the Fund will reimburse the Advisers, the Administrator or such affiliates thereof for any such amounts paid its Affiliates’ internal and third-party research group (which are generally based on the Fund’s behalf. From time to time, the 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.
(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 Fund on the basis of 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;
(xxvii) 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 electio
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 obligations, including the Fund’s allocable portion of the overhead, costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein, 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”), 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 herein or otherwise in the Advisory AgreementsAgreement, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) 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 and other expenses (including travel expenses) incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (x) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (y) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (z) any internal audit group personnel of AB Private Credit Investors LLC the Administrator or any of its affiliates; and
(iviii) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1) organization and offering expenses associated with this the offering of the Fund’s common shares of beneficial interest (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 participating broker-dealers/intermediaries, reasonable bona fide due diligence expenses of participating broker-dealers 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 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);
(2) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors advisers (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”)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, its affiliates in the credit-focused business of the Advisersor 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;
(4) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5) fees and expenses payable under any managing dealer manager and selected dealer intermediary agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(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;
(9) costs of derivatives and hedging;
(10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers Adviser or members of its investment team, or payable to third parties, in 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;
(11) 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 Advisers Adviser or its affiliates to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, 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;
(13) the allocated costs incurred by the Advisers Administrator or their its affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(16) transfer agent, dividend agent and custodial fees;
(17) fees and expenses associated with marketing efforts;
(18) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the independent trustees;
(20) 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;
(21) 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 Fund, the Adviser or the Advisers or their respective its affiliates in connection with such provision of services thereby);
(22) 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;
(23) proxy voting expenses;
(24) costs associated with an exchange listing;
(25) costs of registration rights granted to certain investors, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28) all fees, costs and expenses associated with the Fund’s information and data technology systems including the Fund’s allocable portion of the fees, costs and expenses associated with the Adviser’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34) extraordinary expenses (such as litigation or indemnification);
(35) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Advisers 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 Advisers Adviser and their 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;
(36) 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 Adviser or their respective its affiliates for meetings with existing investors and any broker-dealers/intermediaries, registered investment advisers, financial and other advisers representing such existing investors; and
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the AdministratorAdviser, the Sub-Adviser Administrator or their respective affiliates may pay third-party providers of goods or services. Unless such expenses are specifically assumed by the AdvisersAdviser, Administrator or their affiliates under this Agreement or the Advisory Agreement, the Fund will reimburse the AdvisersAdviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Advisers Adviser 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.
(d) Costs and expenses of AB Private Credit Investors LLC in its capacity as both the Adviser and the Administrator and the Adviser that are eligible for reimbursement by the Fund will be reasonably allocated to the Fund on the basis of time spentspent (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. (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, 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”), 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 herein or otherwise in the Advisory AgreementsAgreement, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation 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: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; teams (y) 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 (z) any internal audit group personnel of AB Private Credit Investors LLC or any of its affiliatesaffairs); and
(ivc) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1i) organization organizational and offering expenses associated with this the Fund’s offering and the offering of other securities, including the Series A 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 Fund’s systems and those of the Fund’s participating broker-dealers, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs incurred 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 and 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 advisers advisors or financial or other advisersadvisors, but excluding the shareholder servicing fee);
(2ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisersadvisors), 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 or sub-custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisers, industry expertsadvisors, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, Administrator or its affiliates in the credit-focused business of the Advisersaffiliates), 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)professionals;
(3iii) the cost of calculating individual asset values and the Fund’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirms);
(4iv) fees and expenses, including 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, monitoring, researching and performing due diligence on investments and prospective investments;
(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), as well as the information technology systems used to obtain such research and other information;
(vi) the costs of any public offerings of the Fund’s shares or the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest Shares and other securities, including registration and listing fees and fees payable to rating agencies;
(5vii) 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;
(6xx) interest 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 arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7xxiii) 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 or any committees thereof;
(xxiv) 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;
(8) xxxi) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the formation business of the Fund and the amount of any judgment or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposessettlement paid in connection therewith;
(9) costs of derivatives and hedging;
(10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers or members of its investment team, or payable to third parties, in 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;
(11) 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 Advisers to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12xxxii) 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, 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, including expenses relating to unconsummated investments that may have been attributable to co-investors had such investments been consummated;
(13xxxiii) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) all brokerage investment costs, hedging costs, prime brokerage including all fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees and underwriting costs; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with sourcing, evaluating, makingdeveloping, holdingnegotiating, structuring, trading (including trade errors), settling, clearing, monitoring and holding prospective or disposing of actual investments (or investment strategies including, without limitation, any financing, legal (including any retainers), filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment expenses entertainment, advisory, consulting, engineering, data-related 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);
(15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any professional fees, costs and expenses related in connection therewith (to the organization extent the Adviser is not reimbursed by a prospective or maintenance actual issuer of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s applicable investment activities;
(16) transfer agent, dividend agent and custodial fees;
(17) fees and expenses associated with marketing efforts;
(18) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, third parties or at the discretion or for the benefit of, the independent trustees;
(20) 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;
(21) all fees, costs and expenses associated with the preparation and issuance capitalized as part 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 acquisition price 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 Advisers or their respective affiliates in connection with such provision of services therebytransaction);
(22) 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;
(23) proxy voting expenses;
(24xxxiv) costs associated with an exchange listing;
(25) costs of registration rights granted to certain investors, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the 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;
(27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28) all fees, costs and expenses associated with the Fund’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34xxxv) extraordinary expenses (such as litigation or indemnification);
(35) 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; 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 activitiesadministration, including any noticesaudit, reports and/or filings required under the AIFMDaccounting, European Securities compliance, consulting and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and 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;
(36) 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 investorslegal costs; and
(38xxxvi) all other expenses reasonably incurred by the Adviser or the Administrator in connection with making investments and administering the Fund’s business.
(c) . From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the AdministratorAdviser, the Sub-Adviser Administrator or their affiliates may pay third-party providers of goods or services. Unless such expenses are specifically assumed by the Advisers, Administrator or their affiliates under this Agreement or the Advisory Agreement, the The Fund will reimburse the AdvisersAdviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Advisers and 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.
(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 Fund on the 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. (a) 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, 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”).
(bBoard) Except as specifically provided herein or otherwise in the Advisory Agreements, the Fund anticipates that all investment professionals and staff of the Advisers, 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 Advisers. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) 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 and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (x) 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; (y) investor relations, legal, operations and other non-investment professionals at . To the extent the Administrator that perform duties for the Fund; and (z) any internal audit group personnel of AB Private Credit Investors LLC 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 (iv) in their sole and absolute discretion), the Fund will bear all other out-of-pocket costs and expenses of the Fund’s operationsits operations and transactions, administration and transactions including, without limitation, those relating to:
(1i) 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 participating brokerany non-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 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 investment related to meetings or events with prospective investors, broker-dealers, registered investment advisers or financial or other advisers, but excluding the shareholder servicing fee)interest expense;
(2ii) 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, 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;
(4iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5) fees and all expenses payable under any dealer manager and selected dealer agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fundto its investment program, including, but not limited to, expenses borne indirectly through the arranging thereof Fund’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 legal 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;
(7iv) 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;
(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;
(9v) costs of derivatives direct and hedging;
(10) expenses, including travel, entertainment, lodging and meal indirect expenses, incurred by the Advisers Advisor, 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;
rights including, (11a) expenses travel, entertainment, lodging and meal expenses, (including the allocable portions of compensation and out-of-pocket expenses such as travel expensesb) or an appropriate portion thereof of employees of the Advisers to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12) all origination fees, costs and expensessyndication fees, if anyresearch costs, incurred by or on behalf of the Fund in negotiating and structuring prospective or potential investments that are not ultimately madedue diligence costs, including, without limitation any legal, tax, administrative, accounting, travel, meals, accommodations and entertainment, advisory, excluding advisory services provided by the Adviser contemplated herein, consulting and printing expenses, reverse termination bank service fees and any liquidated damages, commitment (c) fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
(13) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly intermediate entity used to acquire, hold or indirectly participates in the acquisition, holding and/or disposition dispose of investments any portfolio company or which otherwise facilitate facilitating the Fund’s investment activities;
(16vi) fees 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 connection with the Fund’s incurrence of leverage or other indebtedness, including, but not limited to, borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Fund’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the Fund’s account and in making, carrying, funding and/or otherwise resolving investment guarantees);
(viii) offerings, sales, and repurchases of the Shares and other 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 implementing or maintaining third-party or proprietary software tools, programs or other technology for the Fund’s benefit (including, without limitation, any and all fees, costs and expenses 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 service fees and expenses);
(xv) transfer agent, dividend agent and custodial feesfees and expenses;
(17) fees and expenses associated with marketing efforts;
(18xvi) federal and state registration fees, franchise including notice filing fees, any stock exchange listing fees and fees payable to rating agencies;
(19xvii) independent trustees’ federal, state and local taxes;
(xviii) 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 advisers advisors retained by, or at the discretion or for the benefit of, the independent trusteesIndependent Trustees;
(20xix) 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;
(21) 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22) 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;
(23) proxy voting expenses;
(24) costs associated with an exchange listing;
(25) costs of registration rights granted to certain investors, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the 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;
(27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28) all fees, costs and expenses associated with the Fund’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34) extraordinary expenses (such as litigation or indemnification);
(35) 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; notices or disclosures filings 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers Advisor, any sub-advisor and their respective 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;
(36xx) 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; and
(xxvii) any extraordinary expenses, or those expenses incurred by the Fund outside of the ordinary course of its business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for a meeting of the Fund’s service providers;
(37) costs and expensesshareholders, including travel, meals, accommodations, entertainment and other similar expenses, incurred by the Advisers or their respective affiliates indemnification expenses as provided for meetings with existing investors and any broker-dealers, registered investment advisers, financial and other advisers representing such existing investors; and
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s businessorganizational documents.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the 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 (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 and expenses of providing personnel and facilities hereunder, except as otherwise provided herein, 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”), 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 herein or otherwise in the Advisory AgreementsAgreement, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) 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 and other expenses (including travel expenses) incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (x) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (y) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (z) any internal audit group personnel of AB Private Credit Investors LLC the Administrator 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
(iviii) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1) organization expenses of the Fund and offering expenses associated with this any public or private offering of the Fund’s common shares of beneficial interest (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 participating broker-dealers/intermediaries, reasonable bona fide due diligence expenses of participating broker-dealers 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 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);
(2) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors advisers (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”)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, its affiliates in the credit-focused business of the Advisersor 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;
(4) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5) fees and expenses payable under any managing dealer manager and selected dealer intermediary agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;;
(7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(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;
(9) costs of derivatives and hedging;
(10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers Adviser or members of its investment team, or payable to third parties, in 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;
(11) 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 Advisers Adviser or its affiliates to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, 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;
(13) the allocated costs incurred by the Advisers Administrator or their its affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;;
(16) transfer agent, dividend agent and custodial fees;
(17) fees payable to transaction/brokerage platforms;
(18) fees and expenses associated with marketing efforts;
(1819) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(1920) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the independent trustees;
(2021) 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;
(2122) 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 Fund, the Adviser or the Advisers or their respective its affiliates in connection with such provision of services thereby);
(2223) 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;
(2324) proxy voting expenses;
(2425) costs associated with an exchange listing;
(2526) costs of registration rights granted to certain investors, if any;
(2627) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;;
(2728) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(2829) all fees, costs and expenses associated with the Fund’s information and data technology systems including the Fund’s allocable portion of the fees, costs and expenses associated with the Adviser’s information and data technology systems;
(2930) the costs of specialty and custom software for investments;
(3031) costs associated with individual or group shareholders;
(3132) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(3233) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(3334) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(3435) extraordinary expenses (such as litigation or indemnification);
(3536) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Advisers 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 Advisers Adviser and their 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;
(3637) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers;
(3738) costs and expenses, including travel, meals, accommodations, entertainment and other similar expenses, incurred by the Advisers Adviser or their respective its affiliates for meetings with existing investors and any broker-dealers/intermediaries, registered investment advisers, financial and other advisers representing such existing investors; and
(3839) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the AdministratorAdviser, the Sub-Adviser Administrator or their respective affiliates may pay third-party providers of goods or services. Unless such expenses are specifically assumed by the AdvisersAdviser, Administrator or their affiliates under this Agreement or the Advisory Agreement, the Fund will reimburse the AdvisersAdviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Advisers Adviser 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.
(d) Costs and expenses of AB Private Credit Investors LLC in its capacity as both the Adviser and the Administrator and the Adviser that are eligible for reimbursement by the Fund will be reasonably allocated to the Fund on the basis of time spentspent (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. (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, 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”), 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 herein or otherwise in the Advisory Agreementsherein, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. 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:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation 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: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P. or any of its affiliates; and
(ivc) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1i) organization organizational and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering out-of-pocket expenses, including but not overhead or employee costs associated with technology integration between the Fund’s systems and those of the Fund’s 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 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 feeAdviser);
(2ii) all taxesoutside counsel, fees, costs, and expenses, retainers and/or other payments of accountants, legal counselauditors, advisors (including tax advisers)appraisers, valuation experts, property or asset managers, leasing agents, construction managers, consultants, 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”)custodians, investment bankers, administrative agents, paying agents, depositaries, custodiansdepositories, trustees, sub-custodianstransfer agents, 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), dividend disbursing agents and dividend reinvestment plan agents and other professionals (including, for the avoidance of doubt, the costs similar outside advisors and charges allocable service providers with respect to the provision Fund and its investments (including the cost of internal legalthe valuation, taxor any fairness opinion relating to, accounting, technology any asset or liability 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 transaction 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 servicesFund);
(3iii) 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;
(4iv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest Shares and other securities;
(5v) fees and expenses payable under any dealer manager distribution and selected dealer agreements, if any;
(6vi) principal, interest on and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7) all 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;
(8) 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;
(9) costs of derivatives and hedging;
(10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers or members of its investment team, or payable to third parties, in 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;
(11vii) 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 Advisers Adviser to the extent such expenses relate to attendance at meetings of the Board of Directors or any committees thereof;
(12viii) 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, including without limitation any legal, tax, administrative, accounting, 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;
(13) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; 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, makingany travel and accommodation expenses, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, meals, accommodations and entertainment expenses and any expenses related to attending trade association and/or industry meetingsdeposits or down payments that are forfeited in connection with, conferences or similar meetingsamounts paid as a penalty for, 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)unconsummated transactions;
(15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(16) transfer agent, dividend agent and custodial fees;
(17x) fees and expenses associated with the Fund’s marketing efforts, including costs in connection with the Fund’s website and sales and marketing materials;
(18xi) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xii) independent trusteesdirectors’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trusteesdirectors;
(20xiii) 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;
(21xiv) 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 Advisers Adviser or their respective its affiliates in connection with such provision of services thereby);
(22xv) 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;
(23xvi) proxy voting expenses;
(24xvii) 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 exchange listingentity in which 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);
(25xviii) costs of registration rights granted to certain investors, if any;
(26xix) any taxes and/or taxes, tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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);
(27xxi) 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, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments, assessments fines, remediations 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 the affairs advancement by reason of the Fundlimitations set forth in Section 6 hereof;
(28xxii) 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 , including in connection with 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 connection with obtaining or performing research related to potential or actual investments, industries, sectors, geographies or other relevant market, economic, geopolitical or similar data technology systemsor trends, including risk analysis software;
(29) the costs of specialty and custom software for investments;
(30xxiii) costs associated with individual or group shareholdersStockholders;
(31xxiv) fidelity bond, trustees directors and officers errors and omissions liability insurance and other insurance premiums;
(32xxv) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33xxvi) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34xxvii) extraordinary expenses (such as litigation or indemnification);
(35xxviii) 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; notices or disclosures filings 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 AIFMDEuropean 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, European Securities and Markets Authority in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Advisers 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 Advisers Adviser and their 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;
(36xxix) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers;
(37xxx) costs and expenses, including travel, meals, accommodations, entertainment and other similar expenses, incurred by any activities with respect to protecting the Advisers confidential or their respective affiliates for meetings with existing investors and non-public nature of any broker-dealers, registered investment advisers, financial and other advisers representing such existing investorsinformation or data; and
(38xxxi) all other expenses incurred by the Adviser or the Administrator in connection with administering the Fund’s business.
(c) business or operation of the Fund and its investments. From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the AdministratorAdviser, the Sub-Adviser Administrator or their affiliates may pay third-party providers of goods or services. Unless such expenses are specifically assumed by the Advisers, Administrator or their affiliates under this Agreement or the Advisory Agreement, the The Fund will reimburse the AdvisersAdviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Advisers and 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.
(d) , subject to any applicable expense cap and reimbursement limitations. 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 Fund on the 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. (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, obligations including the FundCompany’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, hereunder except as otherwise provided herein, 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”), 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 except as specifically provided herein or otherwise in the Advisory AgreementsAgreement, the Fund Company anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund Company will bear all other costs and expenses of the FundCompany’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the FundCompany’s allocable portion of compensation and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (xi) the FundCompany’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the FundCompany; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC Apollo Global Management, Inc. (“Apollo”) or any of its affiliates. Excluded from the allowable reimbursement shall be:
(i) rent or depreciation, utilities, capital equipment, and other administrative items of the Administrator; and
(ivii) all other expenses of the Fund’s operationssalaries, administration and transactions includingfringe benefits, without limitation, those relating to:
(1) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and travel expenses and other offering expenses, including costs associated with technology integration between the Fund’s systems and those administrative items incurred or allocated to any Controlling Person of the Fund’s 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 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);
(2) 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 Administrator. 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 term “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;
(4) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(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;
(9) costs of derivatives and hedging;
(10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers or members of its investment team, or payable to third parties, in 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;
(11) 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 Advisers to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, 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;
(13) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(16) transfer agent, dividend agent and custodial fees;
(17) fees and expenses associated with marketing efforts;
(18) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the independent trustees;
(20) 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;
(21) 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22) 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;
(23) proxy voting expenses;
(24) costs associated with an exchange listing;
(25) costs of registration rights granted to certain investors, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the 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;
(27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28) all fees, costs and expenses associated with the Fund’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34) extraordinary expenses (such as litigation or indemnification);
(35) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the 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 Debt Solutions BDC)
Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the overhead, costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein, 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”), 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 herein or otherwise in the Advisory AgreementsAgreement, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) 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 and other expenses (including travel expenses) incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (x) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (y) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (z) any internal audit group personnel of AB Private Credit Investors LLC the Administrator or any of its affiliates; and
(iviii) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1) organization and offering expenses associated with this the offering of the Fund’s common shares of beneficial interest (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 participating broker-dealers/intermediaries, reasonable bona fide due diligence expenses of participating broker-dealers 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 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);;
(2) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors advisers (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”)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, its affiliates in the credit-focused business of the Advisersor 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;
(4) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5) fees and expenses payable under any managing dealer manager and selected dealer intermediary agreements, if any;
(6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(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;
(9) costs of derivatives and hedging;;
(10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers Adviser or members of its investment team, or payable to third parties, in 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;
(11) 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 Advisers Adviser or its affiliates to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, 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;
(13) the allocated costs incurred by the Advisers Administrator or their its affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities;
(16) transfer agent, dividend agent and custodial fees;
(17) fees and expenses associated with marketing efforts;
(18) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the independent trustees;
(20) 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;
(21) 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 Fund, the Adviser or the Advisers or their respective its affiliates in connection with such provision of services thereby);
(22) 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;
(23) proxy voting expenses;
(24) costs associated with an exchange listing;
(25) costs of registration rights granted to certain investors, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;;
(28) all fees, costs and expenses associated with the Fund’s information and data technology systems including the Fund’s allocable portion of the fees, costs and expenses associated with the Adviser’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34) extraordinary expenses (such as litigation or indemnification);
(35) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Advisers 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 Advisers Adviser and their 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;
(36) 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 Adviser or their respective its affiliates for meetings with existing investors and any broker-dealers/intermediaries, registered investment advisers, financial and other advisers representing such existing investors; and
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business..
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the AdministratorAdviser, the Sub-Adviser Administrator or their respective affiliates may pay third-party providers of goods or services. Unless such expenses are specifically assumed by the AdvisersAdviser, Administrator or their affiliates under this Agreement or the Advisory Agreement, the Fund will reimburse the AdvisersAdviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Advisers Adviser 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.
(d) Costs and expenses of AB Private Credit Investors LLC in its capacity as both the Adviser and the Administrator and the Adviser that are eligible for reimbursement by the Fund will be reasonably allocated to the Fund on the basis of time spentspent (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. (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, obligations including the FundCompany’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except . Except as specifically provided herein or otherwise provided herein, 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”), 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 herein or otherwise in the Advisory Agreements, the Fund Company anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund Company will bear all other costs and expenses of the FundCompany’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the FundCompany’s allocable portion of compensation 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: (xi) the FundCompany’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the FundCompany; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC Apollo Global Management, Inc. (“Apollo”) or any of its affiliatesaffiliates providing non-investment related services to the Company; and
(ivc) all other expenses of the FundCompany’s operations, administration and transactions including, without limitation, those relating to:
(1i) subject to the 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 FundCompany’s systems and those of the FundCompany’s participating broker-dealersintermediaries, 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 FundCompany’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-dealersintermediaries, registered investment advisers advisors or financial or other advisersadvisors, but excluding the shareholder servicing fee);
(2ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisersadvisors), 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 advisersadvisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, Administrator or its affiliates in the credit-focused business of the AdvisersApollo), 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- 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 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 advisers advisors that provide transactional legal advice and/or services to the Fund Company or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund Company and (y) expenses and fees to provide administrative and accounting services to the Fund Company or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Fund Company or affiliates in connection such servicesservices (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 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 servicesservices of the same skill and expertise);
(3iii) the cost of calculating the FundCompany’s net asset value, including the cost of any third-party valuation services;
(4iv) the cost of effecting any sales and repurchases of the FundCompany’s common shares of beneficial interest and other securities;
(5v) fees and expenses payable under any dealer intermediary manager and selected dealer intermediary agreements, if any;
(6vi) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the FundCompany, including, but not limited to, the arranging thereof and related legal expenses;
(7vii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(8) viii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the FundCompany’s assets for tax or other purposes;
(9ix) costs of derivatives and hedging;
(10x) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers 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;
(11xi) 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 Advisers Adviser to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12xii) 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, without limitation any legal, tax, administrative, accounting, 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;
(13xiii) the allocated costs incurred by the Advisers or their affiliates Administrator in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14xiv) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15xv) investment costs, excluding internal including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (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, 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 Adviser for providing applicable investment advisory services, 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 Fund Company directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the FundCompany’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));
(16xvi) transfer agent, dividend agent and custodial fees;
(17xvii) fees and expenses associated with marketing efforts;
(18xviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(20xx) 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;
(21xxi) 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 Advisers Adviser or their respective its affiliates in connection with such provision of services thereby);
(22xxii) 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;
(23xxiii) proxy voting expenses;
(24xxiv) costs associated with an exchange listing;
(25xxv) costs of registration rights granted to certain investors, if any;
(26xxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27xxvii) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund Company any vehicle or its portfolio companies and the amount of any 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 FundCompany;
(28xxviii) all fees, costs and expenses associated with the FundCompany’s information information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data technology systemsand research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates’ internal and third-party 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) 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;
(29xxix) the costs of specialty and custom software for investmentsmonitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Company’s election to be treated as a BDC;
(30xxx) costs associated with individual or group shareholders;
(31xxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32xxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33xxxiii) all fees, costs and expenses of winding up and liquidating the FundCompany’s assets;
(34xxxiv) extraordinary expenses (such as litigation or indemnification);
(35xxxv) 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; 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 Fund 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Advisers 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.Compan
Appears in 1 contract
Sources: Administration Agreement (Middle Market Apollo Institutional Private Lending)
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, 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”), 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 herein or otherwise in the Advisory AgreementsAgreement, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation 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: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC The Blackstone Group Inc. (“Blackstone”) or any of its affiliates; and
(ivc) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1i) 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 participating broker-dealersintermediaries, 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-dealersintermediaries, registered investment advisers advisors or financial or other advisersadvisors, but excluding the shareholder servicing fee);
(2ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisersadvisors), 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 advisersadvisors, 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 Advisersavoidance 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 advisers 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 servicesservices (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);
(3iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(4iv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5v) fees and expenses payable under any dealer intermediary manager and selected dealer intermediary agreements, if any;
(6vi) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7vii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(8) viii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(9ix) costs of derivatives and hedging;
(10x) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers 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;
(11xi) 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 Advisers Adviser to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12xii) 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, 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;
(13xiii) the allocated costs incurred by the Advisers or their affiliates Adviser and the Administrator in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14xiv) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15xv) investment costs, excluding internal including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (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, 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 Adviser for providing applicable investment advisory services, 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 Fund directly or indirectly participates in 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 (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));
(16xvi) transfer agent, dividend agent and custodial fees;
(17xvii) fees and expenses associated with marketing efforts;
(18xviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(20xx) 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;
(21xxi) 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 Advisers Adviser or their respective its affiliates in connection with such provision of services thereby);
(22xxii) 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;
(23xxiii) proxy voting expenses;
(24xxiv) costs associated with an exchange listing;
(25xxv) costs of registration rights granted to certain investors, if any;
(26xxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27xxvii) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28xxviii) all fees, costs and expenses associated with the Fund’s information information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data technology systemsand research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates’ internal and third-party 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) 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;
(29xxix) the costs of specialty and custom software for investmentsmonitoring 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;
(30xxx) costs associated with individual or group shareholders;
(31xxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32xxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33xxxiii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34xxxiv) extraordinary expenses (such as litigation or indemnification);
(35xxxv) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Advisers 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.relati
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 as otherwise provided 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 herein or otherwise in the Advisory AgreementsAgreement (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”), the Fund anticipates that all investment professionals and staff of the Advisers, 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 Advisers. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ia) 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;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation 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: :
(xi) 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; (y) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and and
(zii) any internal audit group personnel of AB Private Credit Investors LLC the Advisers or any of its affiliatestheir affiliates providing non-investment related services to the Fund; and
(ivc) all other expenses of the Fund’s operationsoperation, administration and transactions including, without limitation, those relating to:
(1i) organization and offering expenses associated with this 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 Fund’s systems and those of the Fund’s participating broker-dealersintermediaries, 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-dealersintermediaries, registered investment advisers advisors or financial or other advisers, but excluding the shareholder servicing feeadvisors);
(2ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisersadvisors 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 advisersadvisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, Administrator or its affiliates in the credit-focused business of the AdvisersFirst 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 advisers advisors that provide transactional 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 administrative, operational, accounting, treasury, and accounting 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 servicesservices (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)services of the same skill and expertise;
(3iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(4iv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other Fund securities;
(5v) fees and expenses payable under any dealer intermediary manager and selected dealer intermediary agreements, if any;
(6vi) 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) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7vii) 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;
(8) viii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(9) costs of derivatives and hedging;
(10ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers Advisers, 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;
(11x) 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 Advisers to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12xi) 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, 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 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;
(13xii) the allocated costs incurred by the Advisers or their affiliates and the Administrator in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14xiii) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15xiv) investment costs, excluding internal including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (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, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Advisers are not reimbursed by a prospective or actual issuer of the Adviser for providing applicable investment advisory services, 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 Fund directly or indirectly participates in 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 (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));
(16) transfer agent, dividend agent and custodial fees;
(17xv) fees and expenses associated with marketing efforts;
(18xvi) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xvii) independent trusteesTrustees’ fees and expenses expenses, including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trusteesTrustees;
(20xviii) 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;
(21xix) 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22xx) 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 or Trustee meetings;
(23xxi) proxy voting expenses;
(24) costs associated with an exchange listing;
(25xxii) costs of registration rights granted to certain investors, if any;
(26xxiii) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers lacks 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;
(27xxiv) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund Fund, any vehicle of its vehicles or its portfolio companies and the amount of any 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;
(28xxv) all fees, costs and expenses associated with the Fund’s information information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/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 Advisers’ or their affiliates’ internal and third-party 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) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by the Advisers and/or their affiliates for technology systemsand 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;
(29xxvi) the costs of specialty and custom software for investmentsmonitoring 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 business development company;
(30xxvii) costs associated with individual or group shareholders;
(31xxviii) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32xxix) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33xxx) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34) extraordinary expenses (such as litigation or indemnification);
(35xxxi) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the 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 (First Eagle 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 and expenses of providing personnel and facilities hereunder, except as otherwise provided herein, 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”), 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 herein or otherwise in the Advisory AgreementsAgreement, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s its operations, administration and transactions, including, but not limited to:
: (ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
; (ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation Overhead and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (xi) the Fund’s chief compliance officer, chief financial officer, chief operating officer, chief legal officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC OHA or any of its affiliatesAffiliates (as defined below) providing non-investment related services to the Fund; and
and (ivc) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
: (1i) 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 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 the Fund’s participating broker-dealersintermediaries, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoicesintermediaries, fees, costs and expenses in connection with preparing the preparation of the Fund’s governing documents, offering memoranda, sales materials and other marketing expenses, design and website fees, costs and expenses, fees fees, costs and expenses of the Fund’s escrow agent and transfer agent, fees fees, costs and expenses to attend retail seminars sponsored by participating broker-dealers intermediaries and fees, costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealersintermediaries, registered investment advisers advisors or financial or other advisersadvisors, but excluding the shareholder servicing fee);
; (2ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisersadvisors), administrators, auditors (including 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 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 advisersadvisors, 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 AdvisersAdviser), 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 technology, portfolio reconciliation, portfolio compliance and reporting or other services or that are otherwise related to the implementation, maintenance and professionals supervision of the procedures relating to the books and records of the Fund and any personnel related thereto 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) costsfees, costs and expenses and fees for hours time spent by its in-house attorneys and tax advisers 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) fees, costs and expenses and fees incurred to provide administrative and accounting services to the Fund or its portfolio companies, and expensesfees, costs, expenses and charges and/or related costs incurred directly by the Fund or affiliates Affiliates in connection such servicesservices (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 servicesservices of the same skill and expertise, in accordance with the Adviser’s expense allocation policy);
; (3iii) the cost all fees, costs, expenses of calculating the Fund’s net asset valueNAV, including the cost of any third-party valuation services;
; (4iv) the cost all fees, costs, expenses of effecting any sales and repurchases of the Fund’s common shares of beneficial interest the Fund and other securities;
; (5v) fees and any fees, costs, expenses payable under any managing dealer manager and selected dealer intermediary agreements, if any;
; (6vi) all interest and fees fees, costs and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
; (7vii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
; (8) 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;
; (9ix) all fees, costs and expenses of derivatives and hedging;
; (10x) all fees, costs and expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers 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;
; (11xi) 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 Advisers Adviser to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
; (12xii) 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, 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;
; (13xiii) the all allocated fees, costs and expenses incurred by the Advisers or their affiliates Administrator in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
; (14xiv) all brokerage costsfees, costs and expenses, hedging costsfees, 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 costsfees, costs and expenses; fees, 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, meals, accommodations and entertainment 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);
; (15xv) investment costsfees, excluding internal costs and expenses, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (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, 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 Adviser for providing applicable investment advisory services, 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 Fund directly or indirectly participates in 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 (16including 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;
, costs and expenses; (17xvii) fees and expenses associated with marketing efforts;
(18) all federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
; (19xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(20) 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;
(21) 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 Advisers or their respective affiliates in connection with such provision of services thereby);
(22) 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;
(23) proxy voting expenses;
(24) costs associated with an exchange listing;
(25) costs of registration rights granted to certain investors, if any;
(26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the 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;
(27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28) all fees, costs and expenses associated with the Fund’s information and data technology systems;
(29) the costs of specialty and custom software for investments;
(30) costs associated with individual or group shareholders;
(31) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34) extraordinary expenses (such as litigation or indemnification);
(35) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the 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 (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 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, 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”), 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 except as specifically provided herein or otherwise in the Advisory AgreementsAgreement, the Fund Company anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund Company will bear all other costs and expenses of the FundCompany’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the FundCompany’s allocable portion of compensation 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: (xi) the FundCompany’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the FundCompany; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC Apollo Global Management, Inc. (“Apollo”) or any of its affiliates; and
(ivc) all other expenses of the FundCompany’s operations, administration and transactions including, without limitation, those relating to:
(1i) 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 FundCompany’s systems and those of the FundCompany’s participating broker-dealersintermediaries, 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 FundCompany’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-dealersintermediaries, registered investment advisers advisors or financial or other advisersadvisors, but excluding the shareholder servicing fee);
(2ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisersadvisors), 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 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 advisersadvisors, 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), 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 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 advisers advisors that provide transactional legal advice and/or services to the Fund Company or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund Company and (y) expenses and fees to provide administrative and accounting services to the Fund Company or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Fund Company or affiliates in connection such servicesservices (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 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);
(3iii) the cost of calculating the FundCompany’s net asset value, including the cost of any third-party valuation services;
(4iv) the cost of effecting any sales and repurchases of the FundCompany’s common shares of beneficial interest and other securities;
(5v) fees and expenses payable under any dealer intermediary manager and selected dealer intermediary agreements, if any;
(6vi) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the FundCompany, including, but not limited to, the arranging thereof and related legal expenses;
(7vii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(8) viii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the FundCompany’s assets for tax or other purposes;
(9ix) costs of derivatives and hedging;
(10x) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers 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;
(11xi) 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 Advisers Adviser to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12xii) 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, without limitation any legal, tax, administrative, accounting, 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;
(13xiii) the allocated costs incurred by the Advisers or their affiliates Adviser and the Administrator in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14xiv) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15xv) investment costs, excluding internal including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (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, 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 Adviser for providing applicable investment advisory services, 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 Fund Company directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the FundCompany’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));
(16xvi) transfer agent, dividend agent and custodial fees;
(17xvii) fees and expenses associated with marketing efforts;
(18xviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(20xx) 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;
(21xxi) 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 Advisers Adviser or their respective its affiliates in connection with such provision of services thereby);
(22xxii) 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;
(23xxiii) proxy voting expenses;
(24xxiv) costs associated with an exchange listing;
(25xxv) costs of registration rights granted to certain investors, if any;
(26xxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27xxvii) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund Company any vehicle or its portfolio companies and the amount of any 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 FundCompany;
(28xxviii) all fees, costs and expenses associated with the FundCompany’s information information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data technology systemsand research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates’ internal and third-party 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) 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;
(29xxix) the costs of specialty and custom software for investmentsmonitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Company’s election to be treated as a business development company (“BDC”);
(30xxx) costs associated with individual or group shareholders;
(31xxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32xxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33xxxiii) all fees, costs and expenses of winding up and liquidating the FundCompany’s assets;
(34xxxiv) extraordinary expenses (such as litigation or indemnification);
(35xxxv) 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; 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 Fund 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Advisers 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.Company a
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 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, 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”), 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 herein or otherwise in the Advisory AgreementsAgreement, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, paid to the Adviser, Adviser pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation 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: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors 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
(ivc) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(1i) 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 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 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 advisors or financial or other advisersadvisors, but excluding the shareholder servicing fee);
(2ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisersadvisors), 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 advisersadvisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, Administrator or its affiliates in the credit-focused business of the AdvisersHPS 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 advisers 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 servicesservices (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);
(3iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(4iv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities;
(5v) fees and expenses payable under any dealer manager and selected dealer agreements, if any;
(6vi) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses;
(7vii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(8) viii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;
(9ix) costs of derivatives and hedging;
(10x) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers 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;
(11xi) 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 Advisers Adviser or its affiliates to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
(12xii) 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, 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;
(13xiii) the allocated costs incurred by the Advisers or their affiliates Adviser and the Administrator in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14xiv) 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 and underwriting costs; 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, meals, accommodations and entertainment 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);
(15xv) investment costs, excluding internal including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (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, 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 Adviser for providing applicable investment advisory services, 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 Fund directly or indirectly participates in 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 (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));
(16xvi) transfer agent, dividend agent and custodial fees;
(17xvii) fees and expenses associated with marketing efforts;
(18xviii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xix) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(20xx) 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;
(21xxi) 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 Advisers Adviser or their respective its affiliates in connection with such provision of services thereby);
(22xxii) 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;
(23xxiii) proxy voting expenses;
(24xxiv) costs associated with an exchange listing;
(25xxv) costs of registration rights granted to certain investors, if any;
(26xxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27xxvii) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any 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;
(28xxviii) all fees, costs and expenses associated with the Fund’s information information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data technology systemsand research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates’ internal and third-party 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) 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;
(29xxix) the costs of specialty and custom software for investmentsmonitoring 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;
(30xxx) costs associated with individual or group shareholders;
(31xxxi) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32xxxii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33xxxiii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34xxxiv) extraordinary expenses (such as litigation or indemnification);
(35xxxv) 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; 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 AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the 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 Advisers and 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;
(36) 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
(38) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. 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 Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the 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.
(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 Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.th
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 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, 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”), 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 herein or otherwise in the Advisory Agreementsherein, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation 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: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC Blackstone Inc. or any of its affiliates; and
(ivc) all other expenses of the Fund’s operations, administration operations and transactions including, without limitation, those relating to:
(1i) 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 cost of the Fund’s participating broker-dealers, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed organization 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 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)offering;
(2) 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);
(3ii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(4iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(5iv) fees and expenses payable under any dealer manager and selected dealer placement agent agreements, if any;
(6v) interest and debt service (including interest, fees and expenses expenses) and other costs arising out of all borrowings, leverage, guarantees and or other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fundfinancing arrangements, including, but not limited to, the arranging thereof and related legal expensesthereof;
(7vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(8) 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;
(9viii) costs of derivatives and hedging;
(10ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers 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;
(11x) 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 Advisers Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(12xi) 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, meals, accommodations travel 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;
(13xii) the allocated costs incurred by the Advisers or their affiliates Adviser and the Administrator in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14xiii) 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, underwriting costs and underwriting costscommissions, 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, mealsentertainment, accommodations lodging and entertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetingsmeal 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);
(15xiv) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any including all fees, costs and expenses related 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 organization extent the Adviser is not reimbursed by a prospective or maintenance actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any vehicle costs and expenses associated with vehicles through which the Fund directly or indirectly participates participate in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activitiesinvestments;
(16xv) transfer agent, dividend agent and custodial fees;
(17xvi) fees and expenses associated with marketing efforts;
(18xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(20xix) 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;
(21xx) 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 Advisers Adviser or their respective its affiliates in connection with such provision of services thereby);
(22xxi) 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;
(23xxii) proxy voting expenses;
(24xxiii) 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 exchange listingentity 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);
(25xxiv) costs of registration rights granted to certain investors, if any;
(26xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27xxvi) all fees, costs and expenses of any litigation, arbitration or audit litigation involving the Fund any vehicle or its portfolio companies and the amount of any judgments, assessments fines, remediations 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 affairs of the Fund’s affairs;
(28xxvii) all fees, costs and expenses associated with the Fund’s information information, technology, communication, market data and data technology systemsresearch (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;
(29xxviii) the costs of specialty and custom software for investmentsmonitoring 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;
(30xxix) costs associated with individual or group shareholders;
(31xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33xxxii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34xxxiii) extraordinary expenses (such as litigation or indemnification);
(35xxxiv) 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; notices or disclosures filings 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 AIFMDEuropean 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, European Securities and Markets Authority in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Advisers 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 Advisers Adviser and their 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;
(36xxxv) 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
(38xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c) . From time to time, AB Private Credit Investors LLC, in its capacity as both the Adviser and the AdministratorAdviser, the Sub-Adviser Administrator or their affiliates may pay third-party providers of goods or services. Unless such expenses are specifically assumed by the Advisers, Administrator or their affiliates under this Agreement or the Advisory Agreement, the The Fund will reimburse the AdvisersAdviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Advisers and 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.
(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 Fund on the 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
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, 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”), 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 herein or otherwise in the Advisory Agreementsherein, the Fund anticipates that all investment professionals and staff of the AdvisersAdviser, 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 AdvisersAdviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(ia) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement;
(iiib) the Fund’s allocable portion of compensation 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: (xi) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (yii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (ziii) any internal audit group personnel of AB Private Credit Investors LLC The Blackstone Group L.P. or any of its affiliates; and
(ivc) all other expenses of the Fund’s operations, administration operations and transactions including, without limitation, those relating to:
(1i) 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 cost of the Fund’s participating broker-dealersorganization and offering, reasonable bona fide due diligence expenses subject to a cap 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 0.10% of the Fund’s 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 feetotal capital commitments (“Capital Commitments”);
(2) 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);
(3ii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(4iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(5iv) fees and expenses payable under any dealer manager and selected dealer placement agent agreements, if any;
(6v) interest and debt service (including interest, fees and expenses expenses) and other costs arising out of all borrowings, leverage, guarantees and or other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fundfinancing arrangements, including, but not limited to, the arranging thereof and related legal expensesthereof;
(7vi) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
(8) 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;
(9viii) costs of derivatives and hedging;
(10ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers 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;
(11x) 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 Advisers Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof;
(12xi) 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, meals, accommodations travel 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;
(13xii) the allocated costs incurred by the Advisers or their affiliates Adviser and the Administrator in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;
(14xiii) 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, underwriting costs and underwriting costscommissions, 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, mealsentertainment, accommodations lodging and entertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetingsmeal 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);
(15xiv) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and any including all fees, costs and expenses related 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 organization extent the Adviser is not reimbursed by ▇ prospective or maintenance actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any vehicle costs and expenses associated with vehicles through which the Fund directly or indirectly participates participate in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activitiesinvestments;
(16xv) transfer agent, dividend agent and custodial fees;
(17xvi) fees and expenses associated with marketing efforts;
(18xvii) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;
(19xviii) independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(20xix) 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;
(21xx) 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 Advisers Adviser or their respective its affiliates in connection with such provision of services thereby);
(22xxi) 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;
(23xxii) proxy voting expenses;
(24xxiii) 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 exchange listingentity 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);
(25xxiv) costs of registration rights granted to certain investors, if any;
(26xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers 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;
(27xxvi) all fees, costs and expenses of any litigation, arbitration or audit litigation involving the Fund any vehicle or its portfolio companies and the amount of any judgments, assessments fines, remediations 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 affairs of the Fund’s affairs;
(28xxvii) all fees, costs and expenses associated with the Fund’s information information, technology, communication, market data and data technology systemsresearch (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;
(29xxviii) the costs of specialty and custom software for investmentsmonitoring 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;
(30xxix) costs associated with individual or group shareholders;
(31xxx) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;
(32xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
(33xxxii) all fees, costs and expenses of winding up and liquidating the Fund’s assets;
(34xxxiii) extraordinary expenses (such as litigation or indemnification);
(35xxxiv) 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; notices or disclosures filings 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 AIFMDEuropean 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, European Securities and Markets Authority in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Advisers 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 Advisers Adviser and their 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;
(36xxxv) 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
(38xxxvi) all other expenses incurred by the Administrator in connection with administering the Fund’s business.
(c. 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, AB Private Credit Investors LLC, in its capacity as both the Adviser and the AdministratorAdviser, the Sub-Adviser Administrator or their affiliates may pay third-party providers of goods or services. Unless such expenses are specifically assumed by the Advisers, Administrator or their affiliates under this Agreement or the Advisory Agreement, the The Fund will reimburse the AdvisersAdviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Advisers and 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.
(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 , subject to the Fund cap on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administratororganization and offering expenses described above.
Appears in 1 contract
Sources: Administration Agreement