Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Fund will bear all costs and expenses that are incurred in its operations and transactions that are not specifically assumed by the Fund’s investment adviser (the “Adviser”) pursuant to that certain Investment Advisory and Management Agreement, dated as of October 1, 2006 by and between the Fund and the Adviser. Costs and expenses to be borne by the Fund include, but are not limited to, those relating to: organization and offering; calculating the Fund’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Fund and in monitoring the Fund’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Fund’s investments; offerings of the Fund’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Fund’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Fund’s allocable portion of the fidelity bond, directors and officers errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Fund or the Administrator in connection with administering the Fund’s business, including payments under this Agreement based upon the Fund’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Fund’s chief compliance officer, chief financial officer, controller and their respective staffs.
Appears in 3 contracts
Sources: Administration Agreement (Gladstone Companies, Inc.), Administration Agreement (Gladstone Companies, Inc.), Administration Agreement (Gladstone Capital Corp)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Fund Corporation will bear all costs and expenses that are incurred in its operations operation and transactions that are not specifically assumed by the FundCorporation’s investment adviser (the “Adviser”) ), pursuant to that certain Investment Advisory and Management Agreement, dated as of October 1June 22, 2006 2005 by and between the Fund Corporation and the Adviser. Costs and expenses to be borne by the Fund Corporation include, but are not limited to, those relating to: organization and offering; calculating the FundCorporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Fund Corporation and in monitoring the FundCorporation’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the FundCorporation’s investments; offerings of the FundCorporation’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the FundCorporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the FundCorporation’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Fund Corporation or the Administrator in connection with administering the FundCorporation’s business, including payments under this Agreement based upon the FundCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the FundCorporation’s chief compliance officer, chief financial officer, officer and controller and their respective staffs.
Appears in 3 contracts
Sources: Administration Agreement (Gladstone Companies, Inc.), Administration Agreement (Gladstone Companies, Inc.), Administration Agreement (Gladstone Investment Corporation\de)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Corporation, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Corporation receives from the portfolio companies for providing this assistance. The Fund Corporation will bear all costs and expenses that are incurred in its operations operation and transactions that are and not specifically assumed by the FundCorporation’s investment adviser (the “Adviser”) ), pursuant to that certain Second Amended and Restated Investment Advisory and Management Agreement, dated as of October 1February 2, 2006 2016, by and between the Fund Corporation and the Adviser. Costs and expenses to be borne by the Fund Corporation include, but are not limited to, those relating to: organization and offering; calculating the FundCorporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Fund Corporation and in monitoring the FundCorporation’s investments and performing due diligence (including related legal expenses) on its prospective portfolio companiescompanies and expenses related to unsuccessful portfolio acquisition efforts; interest payable on debt, if any, incurred to finance the FundCorporation’s investments; offerings of the FundCorporation’s common stock and other securities; investment advisory and management fees; administration fees, if any, fees payable under this Agreement; 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; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the FundCorporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; costs associated with individual or groups of stockholders; the FundCorporation’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Fund Corporation or the Administrator in connection with administering the FundCorporation’s business, including payments under this Agreement based upon the FundCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the FundCorporation’s chief compliance officer, officer and chief financial officer, controller officer and their respective staffs. For the avoidance of doubt, the costs and expenses to be borne by the Corporation set forth above include the costs and expenses allocable with respect to the provision of in-house legal, tax, or other professional advice and/or services to the Corporation, including performing due diligence on its prospective portfolio companies, as deemed appropriate by the Administrator, where such in-house personnel perform services that would be paid by the Corporation if outside service providers provided the same services, subject to the Board of Directors’ oversight. At its election, the Administrator may elect to receive payment under this Agreement in the form of a percentage of assets under management by the Corporation, rather than based on the sum of the actual expenses accrued. Such percentage shall be in an amount mutually agreed by the Administrator and the Corporation.
Appears in 3 contracts
Sources: Administration Agreement (Pennantpark Investment Corp), Administration Agreement (PennantPark Floating Rate Capital Ltd.), Administration Agreement (PennantPark Floating Rate Capital Ltd.)
Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Fund Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. .
(b) The Fund Corporation will bear all costs and expenses that are incurred in its operations operation and transactions that are and not specifically assumed by the FundAdministrator, in its capacity as the Corporation’s investment adviser (the “Adviser”) adviser, pursuant to that certain the Investment Advisory and Management Agreement, dated as of October 1November 8, 2006 by and 2019, between the Fund Corporation and the AdviserAdministrator (the “Advisory Agreement”). Costs and expenses to be borne by the Fund Corporation include, but are not limited to, those relating to: organization and offeringorganization; calculating the FundCorporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser Administrator payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Fund Corporation and in monitoring the FundCorporation’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the FundCorporation’s investments; offerings of the FundCorporation’s common stock and other securities; investment advisory and management feesfees (other than fees (if any) payable to a sub-advisor retained by the Administrator under the Advisory Agreement); administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the FundCorporation’s shares on any securities exchange; federal, state state, local and local other taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by governmental bodies (including the SEC); costs of any reports, proxy statements or other notices to stockholders, including printing costs; the FundCorporation’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Fund Corporation or the Administrator in connection with administering the FundCorporation’s business, including payments under this Agreement based upon the FundCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent (if office space is provided by the Administrator) and the allocable portion of the salaries and benefits expenses cost of the FundCorporation’s chief financial officer and chief compliance officer, chief financial officer, controller officer and their respective staffsstaffs (including travel expenses).
Appears in 2 contracts
Sources: Administration Agreement (Rand Capital Corp), Administration Agreement (Rand Capital Corp)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Fund will shall bear all costs and expenses that are incurred in its operations operation and transactions that are and not specifically assumed by the Fund’s Administrator, in its capacity as the Fund’s investment adviser (the “Adviser”) pursuant to that certain Investment Advisory and Management Agreement, investment advisory agreement dated as of October April 1, 2006 2025 by and between the Fund and the Adviser, as may be amended and/or restated from time to time (the “Advisory Agreement”), or another related agreement, written arrangement or set of policies. Costs and expenses to be borne by the Fund include, but are not limited to, include those relating to: organization and offering; :
(a) organizational expenses of the Fund;
(b) calculating the NAV of the Fund’s net asset value (, including the cost and expenses of any independent valuation firm); firm or pricing service;
(c) fees and expenses incurred by the Adviser and payable to third parties, including agents, bankers, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Fund and in monitoring the Fund’s investments and investments, performing due diligence on its prospective portfolio companies; , and if necessary, in respect of enforcing the Fund’s rights with respect to investments in existing portfolio companies, or otherwise relating to, or associated with, evaluating and making investments, whether or not consummated, which fees and expenses include, among other items, due diligence reports, appraisal reports, research and market data services (including an allocable portion of any research or other service that may be deemed to be bundled for the benefit of the Fund), any studies commissioned by the Adviser, costs of meetings, industry conferences and similar events hosted or attended by the Adviser, its affiliates or any of their respective employees, and travel, lodging and meal expenses;
(d) costs associated with indebtedness or guarantees, including interest payable on debt, if any, incurred by the Fund to finance its investments, debt service and all other costs of borrowings or other financing arrangements (including fees and other expenses), and expenses related to unsuccessful portfolio acquisition efforts;
(e) offerings of shares of limited liability company interests (“Shares”) and other securities of the Fund;
(f) the Management Fee (as defined in the Advisory Agreement);
(g) the Incentive Fee (as defined in the Advisory Agreement);
(h) any distribution and/or servicing fee, as described in the Fund’s investments; offerings of the Fund’s common stock prospectus;
(i) administration fees and other securities; investment advisory and management fees; administration fees, if any, expenses payable under this Agreement; Agreement and any sub-administration agreements;
(j) any expense reimbursements;
(k) fees payable to third parties, including agents, bankers, consultants or other advisors, relating to, or associated with, evaluating and making investments; investments in portfolio companies, including costs associated with meeting financial sponsors;
(l) fees and expenses incurred by the Fund for escrow agent, transfer agent agent, dividend agent, custodian and custodial fees; other service providers;
(m) U.S. federal and state registration and franchise fees; all costs of registration and listing the Fund’s shares on any securities exchange; ;
(n) fees payable to rating agencies;
(o) U.S. federal, state and local taxes; , non-U.S. taxes, and related costs and expenses, including costs of tax return preparation and other compliance costs, and costs incurred in connection with any audit or other inquiry, tax litigation or any other contests, governmental charges, fees, penalties and duties assessed or borne by the Fund;
(p) independent directors’ fees and expenses; costs ;
(q) expenses related to meetings of preparing and filing reports or other documents required by the SEC; Board;
(r) costs of any reports, proxy statements or other notices to stockholdersshareholders, including printing and mailing costs; ;
(s) costs associated with individual or group shareholders, including the costs of any shareholder meetings or communications and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters;
(t) costs of any activities undertaken with respect to the protection of confidential or non-public information or data;
(u) costs of preparing financial statements and maintaining books and records;
(v) costs of preparing and filing reports or other documents with the Securities and Exchange Commission (the “SEC”), Financial Industry Regulatory Authority, Inc., U.S. Commodity Futures Trading Commission and other regulatory bodies, and other reporting and compliance costs, and the costs associated with reporting and compliance obligations under the 1940 Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(w) costs associated with compliance with ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended;
(x) the Fund’s allocable portion of the any fidelity bond, directors directors’ and officers officers’ errors and omissions liability insuranceinsurance policies, cybersecurity policies and any other insurance premiums; premiums or other costs;
(y) direct costs and expenses of administration, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs;
(z) proxy voting expenses;
(aa) costs of effecting sales and any repurchases of Shares and other securities;
(bb) fees and expenses associated with marketing efforts (including travel expenses and costs associated with attendance at meetings, investment conferences and similar events), design and website expenses;
(cc) commissions and other compensation payable to brokers or dealers;
(dd) costs of information technology and related costs, including costs related to software, hardware and other technological systems (including specialty and custom software);
(ee) indemnification payments;
(ff) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Fund and the amount of any judgment or settlement paid in connection therewith;
(gg) extraordinary or non-recurring expenses or liabilities incurred by the Fund outside of the ordinary course of its business, including litigation;
(hh) costs of derivatives and hedging;
(ii) certain costs and expenses relating to distributions paid on the Shares and other securities;
(jj) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments, including any potential investments that are not ultimately made, including any 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;
(kk) expenses borne indirectly through the Fund’s investments in underlying investment funds, including, without limitation, any fees and expenses of such investment funds (such as management fees, incentive fees or carried interest allocations and pass through expenses, costs and fees);
(ll) costs associated with currency conversion and translation;
(mm) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers;
(nn) fees, costs and expenses of winding up and liquidating the Fund’s assets;
(oo) costs associated with technology integration between the Fund’s systems and those of the Fund’s participating intermediaries;
(pp) all travel and related expenses of the directors or trustees (as the case may be), officers, managers, partners, agents and employees of the Fund and Adviser (and/or its affiliates) incurred in connection with attending meetings of the Board or shareholders or performing other business activities that relate to the Fund;
(qq) dues, fees and charges of any trade association of which the Fund is a member;
(rr) costs associated with events and trainings of the Board (including travel);
(ss) third party costs incurred in connection with gathering, analyzing and reporting environmental, social or governance information related to the Fund’s portfolio investments, if any, including such information related to or required by applicable U.S. or non-U.S. law or regulation;
(tt) costs incurred in connection with structuring, organizing, operating, maintaining and liquidating entities or vehicles to hold the Fund’s assets for tax or other purposes; and
(uu) any and all other expenses incurred by the Fund or the Administrator Adviser (and/or its affiliates) in connection with administering the Fund’s business, including payments made under this Agreement based upon the Fund’s allocable portion (subject to the review and approval of the AdministratorFund’s independent directors) of the Adviser’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries costs of the compensation, benefits and benefits related administrative expenses (including travel expenses) of the Fund’s officers who provide operational, administrative, legal, compliance, finance and accounting services to the Fund, including the Fund’s chief compliance officer, officer and chief financial officer, controller and their respective staffsstaffs and other professionals who provide services to the Fund (including, in each case, employees of the Adviser and/or its affiliates) and assist with the preparation, coordination, and administration of the foregoing or provide other “back-office” or “middle-office” financial or operational services to the Fund. Notwithstanding anything to the contrary contained herein, the Fund shall reimburse the Adviser (and/or its affiliates) for an allocable portion of the compensation paid by the Adviser (and/or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Fund and in acting on behalf of the Fund). To the extent the Administrator outsources any of its functions, the Fund shall pay the fees associated with such functions on a direct basis without profit to the Administrator. For the avoidance of doubt, the Fund shall be responsible for the costs and expenses set forth in the foregoing clauses (a) through (uu) incurred during periods prior to the date on which the Fund commenced operations.
Appears in 1 contract
Sources: Administration Agreement (Adams Street Private Equity Navigator Fund LLC)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunderhereunder in an amount based upon the Company’s allocable portion (subject to review and approval of the Board of Directors). The Fund Company will bear all costs and expenses that are incurred in its operations operation, administration and transactions that are and not specifically assumed by the FundCompany’s investment adviser advisor (the “AdviserAdvisor”) ), pursuant to that certain Investment Advisory and Management Agreement, dated as of October 1, 2006 2013 by and between the Fund Company and the AdviserAdvisor. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: organization and offering; calculating the Fund’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser Advisor payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Fund Company and in providing administrative services, monitoring the FundCompany’s investments and performing due diligence on its prospective portfolio companiesTarget Assets or otherwise relating to, or associated with, evaluating and making investments; interest payable on debt, if any, incurred to finance the FundCompany’s investmentsinvestments and expenses related to unsuccessful Target Asset acquisition efforts; offerings offerings, sales and purchases of the FundCompany’s common stock shares of limited liability company interests and other securities; investment advisory and base management feesfees payable under the Advisory Agreement; administration fees, if any, payable under this Agreement; 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; transfer agent, dividend agent and custodial feesfees and expenses; federal and state registration fees; all costs of registration and listing the FundCompany’s shares of limited liability company interests on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECSecurities and Exchange Commission and other regulators; costs of any reports, proxy statements or other notices to stockholdersmembers, including printing costs; costs associated with individual or groups of members; the FundCompany’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Fund Company or the Administrator in connection with administering the FundCompany’s business, including payments under this Agreement based upon the FundCompany’s allocable portion (subject to review and approval of the Board of Directors) of the Administrator’s overhead in performing its obligations under this Agreement. To the extent the Administrator outsources any of its functions, including rent, and the allocable portion of Company will pay the salaries and benefits expenses of fees associated with such functions on a direct basis without profit to the Fund’s chief compliance officer, chief financial officer, controller and their respective staffsAdministrator.
Appears in 1 contract
Sources: Administration Agreement (Greenbacker Renewable Energy Co LLC)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Fund Corporation will bear all costs and expenses that are incurred in its operations operation and transactions that are not specifically assumed by the FundCorporation’s investment adviser (the “Adviser”) ), pursuant to that certain Investment Advisory and Management Agreement, dated as of October 1[___], 2006 2010 by and between the Fund Corporation and the Adviser. Costs and expenses to be borne by the Fund Corporation include, but are not limited to, those relating to: organization and offering; calculating valuing the FundCorporation’s assets and computing its net asset value per share (including the cost and expenses of any independent valuation firmfirms, consultants or appraisers); expenses incurred by the Adviser or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)travel expense, in monitoring financial and legal affairs for the Fund Corporation and in monitoring the FundCorporation’s investments and enforcing the Corporation’s rights in respect of such investments; performing due diligence on its the Corporation’s prospective portfolio companies; interest payable on debt, if any, incurred to finance the FundCorporation’s investments; distributions on shares; offerings and repurchases of the FundCorporation’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; transfer agent and custody fees and expenses; the allocated costs of providing managerial assistance to those portfolio companies that require it; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making and disposing of investments; transfer agent brokerage fees and custodial feescommissions; the Corporation’s dues, fees and charges of any trade association of which the Corporation is a member as well as fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and listing the FundCorporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports reports, registration statements, prospectuses or other documents required by the SEC, including printing costs; costs of any reports, proxy statements or other notices to stockholders, including printing and mailing costs; the Fundexpenses of holding shareholder meetings; the Corporation’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; litigation and indemnification and other extraordinary or non recurring expenses; and all other expenses incurred by the Fund Corporation or the Administrator in connection with administering the FundCorporation’s business, including payments under this Agreement based upon the FundCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the FundCorporation’s chief compliance officer, chief financial officer, controller officers and their respective staffs.
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 Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. .
(b) The Fund Corporation will bear all costs and expenses that are incurred in its operations operation and transactions that are and not specifically assumed by the FundCorporation’s investment adviser (the “Adviser”) ), pursuant to that certain the Amended and Restated Investment Advisory and Management Agreement, dated as of October June 1, 2006 by and 2006, between the Fund Corporation and the Adviser. Costs and expenses to be borne by the Fund Corporation include, but are not limited to, those relating to: organization and offering; calculating the FundCorporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Fund Corporation and in monitoring the FundCorporation’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the FundCorporation’s investments; offerings of the FundCorporation’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the FundCorporation’s shares on any securities exchange; federal, state state, local and local other taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the FundCorporation’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Fund Corporation or the Administrator in connection with administering the FundCorporation’s business, including payments under this Agreement based upon the FundCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent (if office space is provided by the Administrator) and the allocable portion of the salaries and benefits expenses cost of the FundCorporation’s chief compliance officer, chief financial officer, controller officers and their respective staffsstaffs (including travel 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 Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Company or on the Administrator’s behalf. Specifically, the reimbursements made by the Company to the Administrator shall include, but not be limited to:
(i) the allocable portion of the Administrator’s rent for the Company’s General Counsel, Chief Compliance Officer, Chief Financial Officer, and their respective staffs;
(ii) the allocable portion of the cost of the Company’s General Counsel, Chief Compliance Officer, Chief Financial Officer and their respective staffs; (iii) costs associated with (a) the monitoring and preparation of regulatory reporting, including registration statement, registration statement amendments, prospectus supplements, proxy statements and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications; and
(iv) all fees, costs and expenses associated with the engagement of a Sub-Administrator.
(b) The Fund Company will bear all costs and expenses that are incurred in its operations operation and transactions that are and not specifically assumed by the FundCompany’s investment adviser management (the “AdviserInvestment Manager”) ), pursuant to 51810960.1 that certain Investment Advisory and Management Agreement, dated as of October 1November 8, 2006 2024, by and between the Fund Company and the AdviserInvestment Manager. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: direct and indirect costs and expenses incurred by the Investment Manager for office space rental, office equipment, utilities and other non-compensation related overhead allocable to performance of investment advisory services by the Investment Manager, including the costs and expenses of due diligence of potential investments, monitoring performance of the Company’s investments and disposing of investments, serving as directors and officers of portfolio companies, providing managerial assistance to portfolio companies ,enforcing the Company’s rights in respect of its investments and disposing of investments (including, without limitation, the fees and expenses of outside counsel, accountants, consultants, experts and other third party service providers), valuation, pricing and monitoring services, research expenses (including market data, research analytics and news feeds), rating expenses, origination fees, loan servicing, loan administration, due diligence expenses, investment banking and finders’ fees, appraisal fees, clearing and settlement charges, brokerage fees, custodial fees, stamp and transfer taxes, hedging costs, travel expenses, broken deal expenses and expenses associated with developing, licensing implementing, maintaining or upgrading the web portal, website, extranet tools, computer software (including accounting, investor tracking, investor reporting, ledger systems, financial management and cybersecurity) or other administrative or reporting tools (including subscription-based services) for the benefit of the Company; the Company’s organization and offeringoffering expenses; calculating expenses incurred in valuing the FundCompany’s assets and computing the Company’s net asset value (including the cost and expenses of any independent valuation firm); fees and expenses incurred by the Adviser Administrator or payable to third parties, including agents, consultants or other advisors (such as independent valuation firmsadvisers, accountants or affiliates of the Investment Manager in connection with monitoring financial, legal, regulatory, and legal counsel), in monitoring financial and legal compliance affairs for the Fund Company and in monitoring the FundCompany’s investments and performing due diligence on its the Company’s prospective portfolio companiescompanies or otherwise related to, or associated with, evaluating and making investments and in providing administrative services; interest and any other amounts (including without limitation commitment fees, principal payments, outside counsel fees and agent fees) payable on debt, if any, incurred to finance the FundCompany’s investmentsinvestments and other fees and expenses related to the Company’s borrowings; expenses related to unsuccessful portfolio acquisition efforts; offerings of the FundCompany’s common stock and other securitiessecurities (including underwriting, placement agent and similar fees and commissions); investment advisory fees; third party investor hosting and management feessimilar platforms and service providers; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial feesfees and expenses; federal and state registration fees; all costs of registration and listing the FundCompany’s shares securities on any securities exchange; foreign, U.S. federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC, the Financial Industry Regulatory Authority or other regulators; costs of any reports, proxy statements or other notices to stockholdersshareholders, including printing costs; costs associated with individual or group shareholders; the FundCompany’s allocable portion of the any fidelity bond, directors directors’ and officers officers’ errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors auditors, third-party investors hosting and similar platforms and service providers, and outside legal costs; expenses associated with shareholder or board meeting meetings; costs of operating any subsidiaries; any indemnification amounts owed by the Company; costs and expenses incurred under any litigation, threatened litigation or governmental regulatory inquiry, involving the Company, its investment or operating activities (including, without limitation, attorneys’ fees, any judgments, settlements or other amounts paid in connection therewith) and all other extraordinary expenses; and all other expenses incurred by or allocable to the Fund Company, whether paid by the Company, or the Investment Manager, or the Administrator in connection with administering the FundCompany’s businessbusiness (including without limitation outside counsel, including payments under this Agreement based upon third party valuation, accounting, audit, tax planning, and tax return preparation) and other out-of-pocket expenses and fees), such as the Fund’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the FundCompany’s chief compliance officerGeneral Counsel, chief financial officer, controller Chief Compliance Officer and Chief Financial Officer and their respective staffs.
Appears in 1 contract
Sources: Administration Agreement (Willow Tree Capital Corp)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Fund amount and nature of such reimbursements shall presented for review, 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 such term is defined under the Investment Company Act. The Company will bear all costs and expenses that are incurred in its operations operation, administration and transactions that are and not specifically assumed by the Fund’s investment adviser NeXt Asset Management, LLC (the “Adviser”) ), pursuant to that certain Investment Advisory and Management Agreement, dated as of October 1March ___, 2006 2011 by and between the Fund Company and the Adviser. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: organization and offering; calculating the FundCompany’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Fund Company and in providing administrative services, monitoring the FundCompany’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the FundCompany’s investments; offerings sales and purchases of the FundCompany’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the FundCompany’s shares on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECSecurities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the FundCompany’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Fund Company or the Administrator in connection with administering the FundCompany’s business, including payments under this Agreement based upon the FundCompany’s allocable portion of the Administrator’s overhead in performing its obligations under this the Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the FundCompany’s chief compliance officer, officer and chief financial officer, controller officer and their respective staffs.
Appears in 1 contract
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Corporation, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Corporation receives from the portfolio companies for providing this assistance. The Fund Corporation will bear all costs and expenses that are incurred in its operations operation and transactions that are and not specifically assumed by the FundCorporation’s investment adviser (the “Adviser”) ), pursuant to that certain Third Amended and Restated Investment Advisory and Management Agreement, dated as of October 1April 12, 2006 2019, by and between the Fund Corporation and the Adviser. Costs and expenses to be borne by the Fund Corporation include, but are not limited to, those relating to: organization and offering; calculating the FundCorporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Fund Corporation and in monitoring the FundCorporation’s investments and performing due diligence (including related legal expenses) on its prospective portfolio companiescompanies and expenses related to unsuccessful portfolio acquisition efforts; interest payable on debt, if any, incurred to finance the FundCorporation’s investments; offerings of the FundCorporation’s common stock and other securities; investment advisory and management fees; administration fees, if any, fees payable under this Agreement; 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; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the FundCorporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; costs associated with individual or groups of stockholders; the FundCorporation’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Fund Corporation or the Administrator in connection with administering the FundCorporation’s business, including payments under this Agreement based upon the FundCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the FundCorporation’s chief compliance officer, officer and chief financial officer, controller officer and their respective staffs. For the avoidance of doubt, the costs and expenses to be borne by the Corporation set forth above include the costs and expenses allocable with respect to the provision of in-house legal, tax, or other professional advice and/or services to the Corporation, including performing due diligence on its prospective portfolio companies, as deemed appropriate by the Administrator, where such in-house personnel perform services that would be paid by the Corporation if outside service providers provided the same services, subject to the Board of Directors’ oversight. At its election, the Administrator may elect to receive payment under this Agreement in the form of a percentage of assets under management by the Corporation, rather than based on the sum of the actual expenses accrued. Such percentage shall be in an amount mutually agreed by the Administrator and the Corporation.
Appears in 1 contract
Sources: Administration Agreement (Pennantpark Investment Corp)
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 and providing personnel and facilities hereunder. .
(b) The Fund Company, either directly or through reimbursement to the Adviser or Administrator, will bear all costs and expenses that are incurred in its operations operation, administration and transactions that are and not specifically assumed by the FundCompany’s investment adviser (the “Adviser”) ), pursuant to that certain the Investment Advisory and Management Agreement, dated as of October 1February 28, 2006 by and 2020, between the Fund Com pany and the AdviserAdviser (the “Management Agreement”). Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: the organization of the Company; borrowings and offeringofferings of the Company’s securities and incurrences of any indebtedness; calculating the FundCompany’s net asset value (including the cost and expenses of any independent third-party valuation firmservices); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Fund Company and in to making, monitoring or disposing of the FundCompany’s investments and performing due diligence on its prospective portfolio companiesinvestments or otherwise relating to, or associated with, evaluating and making investments; research and market data (including news and quotation equipment and services and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); transfer agent, dividend paying and reinvestment agent, and custodial fees and expenses; the Company’s marketing efforts; interest payable on debt, if any, incurred to finance the FundCompany’s investments; offerings of the Fund’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Fund’s shares on any securities exchange; federal, state state, local and local other taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholdersshareholders’ reports and notices, including printing costs; the FundCompany’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff; fees and expenses associated with independent auditors, independent auditors internal audit and outside legal costs; the Company’s reporting and all other expenses incurred by compliance obligations applicable federal and state securities laws; brokerage commissions for the Fund or Company’s investments, if any; indemnification payments; proxy voting expenses, if any; preparation and maintenance of the Administrator in connection with administering Company’s books and records; the Fund’s business, including payments under this Agreement based upon the FundCompany’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rentrent for any office space provided by the Administrator and compensation costs (including, without limitation, salary, bonus and benefits); and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business pursuant to this Agreement.
(c) In addition to the services to be provided hereunder and under the Management Agreement, the Company or its subsidiaries may, from time to time, require real estate services (“Real Estate Services”), including, without limitation, property management, leasing and development management services. Affiliates of the Administrator may provide part or all of the Real Estate Services and shall receive (i) fees that are no less favorable to the Company and/or such subsidiary than the arm’s-length rates at which the Company and/or such subsidiary could obtain comparable services from an unaffiliated service provider, taking into account the nature of the relevant asset type and the allocable portion special services required and/or (ii) reimbursements of any costs and expenses incurred in performing the salaries Real Estate Services, including providing personnel and benefits expenses of the Fund’s chief compliance officer, chief financial officer, controller and their respective staffsfacilities.
Appears in 1 contract
Sources: Administration Agreement (CIM Real Assets & Credit Fund)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Fund Company will bear all costs and expenses that are incurred in its operations operation, administration and transactions that are and not specifically assumed by the Fund’s investment adviser ▇▇▇▇▇▇▇▇▇ Financial BDC Management LLC (the “Adviser”) ), pursuant to that certain Investment Advisory and Management Agreement, dated as of October 1, 2006 2011 by and between the Fund Company and the Adviser. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: organization and offering; calculating the FundCompany’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Fund Company and in providing administrative services, monitoring the FundCompany’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the FundCompany’s investments; offerings sales and purchases of the FundCompany’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and state registration fees; all costs of registration and listing the FundCompany’s shares on any securities exchange; federal, state and local taxes; brokerage commissions; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECSecurities and Exchange Commission under applicable federal and state securities laws; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the FundCompany’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Fund Company or the Administrator in connection with administering the FundCompany’s business, including payments under this Agreement based upon the FundCompany’s allocable portion of the Administrator’s overhead and other expenses incurred by the Administrator in performing its obligations under this the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and the allocable portion of the salaries cost of aggregate compensation (base salary, bonus and benefits reasonable benefits) and related expenses of the FundCompany’s chief compliance officer, chief financial officer, controller chief administrative officer and general counsel and their respective staffs.
Appears in 1 contract
Sources: Administration Agreement (Churchill Financial BDC 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 and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Company or on the Administrator’s behalf. Specifically, the reimbursements made by the Company to the Administrator shall include, but not be limited to:
(i) the allocable portion of the Administrator’s rent for the Company’s General Counsel, Chief Compliance Officer, Chief Financial Officer, and their respective staffs;
(ii) the allocable portion of the cost of the Company’s General Counsel, Chief Compliance Officer, Chief Financial Officer and their respective staffs;
(iii) costs associated with (a) the monitoring and preparation of regulatory reporting, including registration statement, registration statement amendments, prospectus supplements, proxy statements and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications; and
(iv) all fees, costs and expenses associated with the engagement of a Sub-Administrator.
(b) The Fund Company will bear all costs and expenses that are incurred in its operations operation and transactions that are and not specifically assumed by the FundCompany’s investment adviser management (the “AdviserInvestment Manager”) ), pursuant to that certain Investment Advisory and Management Agreement, dated as of October 1[•], 2006 2024, by and between the Fund Company and the AdviserInvestment Manager. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: direct and indirect costs and expenses incurred by the Investment Manager for office space rental, office equipment, utilities and other non-compensation related overhead allocable to performance of investment advisory services by the Investment Manager, including the costs and expenses of due diligence of potential investments, monitoring performance of the Company’s investments and disposing of investments, serving as directors and officers of portfolio companies, providing managerial assistance to portfolio companies ,enforcing the Company’s rights in respect of its investments and disposing of investments (including, without limitation, the fees and expenses of outside counsel, accountants, consultants, experts and other third party service providers), valuation, pricing and monitoring services, research expenses (including market data, research analytics and news feeds), rating expenses, origination fees, loan servicing, loan administration, due diligence expenses, investment banking and finders’ fees, appraisal fees, clearing and settlement charges, brokerage fees, custodial fees, stamp and transfer taxes, hedging costs, travel expenses, broken deal expenses and expenses associated with developing, licensing implementing, maintaining or upgrading the web portal, website, extranet tools, computer software (including accounting, investor tracking, investor reporting, ledger systems, financial management and cybersecurity) or other administrative or reporting tools (including subscription-based services) for the benefit of the Company; the Company’s organization and offeringoffering expenses; calculating expenses incurred in valuing the FundCompany’s assets and computing the Company’s net asset value (including the cost and expenses of any independent valuation firm); fees and expenses incurred by the Adviser Administrator or payable to third parties, including agents, consultants or other advisors (such as independent valuation firmsadvisers, accountants or affiliates of the Investment Manager in connection with monitoring financial, legal, regulatory, and legal counsel), in monitoring financial and legal compliance affairs for the Fund Company and in monitoring the FundCompany’s investments and performing due diligence on its the Company’s prospective portfolio companiescompanies or otherwise related to, or associated with, evaluating and making investments and in providing administrative services; interest and any other amounts (including without limitation commitment fees, principal payments, outside counsel fees and agent fees) payable on debt, if any, incurred to finance the FundCompany’s investmentsinvestments and other fees and expenses related to the Company’s borrowings; expenses related to unsuccessful portfolio acquisition efforts; offerings of the FundCompany’s common stock and other securitiessecurities (including underwriting, placement agent and similar fees and commissions); investment advisory fees; third party investor hosting and management feessimilar platforms and service providers; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial feesfees and expenses; federal and state registration fees; all costs of registration and listing the FundCompany’s shares securities on any securities exchange; foreign, U.S. federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC, the Financial Industry Regulatory Authority or other regulators; costs of any reports, proxy statements or other notices to stockholdersshareholders, including printing costs; costs associated with individual or group shareholders; the FundCompany’s allocable portion of the any fidelity bond, directors directors’ and officers officers’ errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors auditors, third-party investors hosting and similar platforms and service providers, and outside legal costs; expenses associated with shareholder or board meeting meetings; costs of operating any subsidiaries; any indemnification amounts owed by the Company; costs and expenses incurred under any litigation, threatened litigation or governmental regulatory inquiry, involving the Company, its investment or operating activities (including, without limitation, attorneys’ fees, any judgments, settlements or other amounts paid in connection therewith) and all other extraordinary expenses; and all other expenses incurred by or allocable to the Fund Company, whether paid by the Company, or the Investment Manager, or the Administrator in connection with administering the FundCompany’s businessbusiness (including without limitation outside counsel, including payments under this Agreement based upon third party valuation, accounting, audit, tax planning, and tax return preparation) and other out-of-pocket expenses and fees), such as the Fund’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the FundCompany’s chief compliance officerGeneral Counsel, chief financial officer, controller Chief Compliance Officer and Chief Financial Officer and their respective staffs.
Appears in 1 contract
Sources: Administration Agreement (Willow Tree Capital Corp)
Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Fund Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. .
(b) The Fund Corporation will bear all costs and expenses that are incurred in its operations operation and transactions that are and not specifically assumed by the FundCorporation’s investment adviser (the “AdviserAdvisor”) ), pursuant to that certain Investment Advisory and Management Agreement, dated as of October 1July 23, 2006 2009 by and between the Fund Corporation and the AdviserAdvisor. Costs and expenses to be borne by the Fund Corporation include, but are not limited to, those relating to: organization and offering; calculating valuing the FundCorporation’s assets and computing its net asset value per share (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser Advisor or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)travel expense, in monitoring financial and legal affairs for the Fund Corporation and in monitoring the FundCorporation’s investments and enforcing the Corporation’s rights in respect of such investment; performing due diligence on its the Corporation’s prospective portfolio companies; interest payable on debt, if any, incurred to finance the FundCorporation’s investments; distributions on shares; offerings of the FundCorporation’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; transfer agent and custody fees and expenses; the allocated costs of providing managerial assistance to those portfolio companies that require it; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making and disposing of investments; brokerage fees and commissions; the Corporation’s dues, fees and charges of any trade association of which the Corporation is a member; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the FundCorporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports reports, registration statements, prospectuses or other documents required by the SEC, including printing costs; costs of any reports, proxy statements or other notices to stockholders, including printing and mailing costs; the Fundexpenses of holding shareholder meetings; the Corporation’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; litigation and indemnification and other extraordinary or non recurring expenses; and all other expenses incurred by the Fund Corporation or the Administrator in connection with administering the FundCorporation’s business, including payments under this Agreement based upon the FundCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the FundCorporation’s chief compliance officer, chief financial officer, controller officers and their respective staffs.
Appears in 1 contract
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Fund Company will bear all costs and expenses that are incurred in its operations operation, administration and transactions that are and not specifically assumed by the Fund’s investment adviser (the “Adviser”) , pursuant to that certain Investment Advisory and Management Agreement, dated as of October 1February 9, 2006 2010, as it may be amended from time to time, by and between the Fund Company and the Adviser. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: organization and offering; calculating the FundCompany’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Fund Company and in providing administrative services, monitoring the FundCompany’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the FundCompany’s investments; offerings sales and purchases of the FundCompany’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the FundCompany’s shares on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the FundCompany’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Fund Company or the Administrator in connection with administering the FundCompany’s business, including payments under this Agreement based upon the FundCompany’s allocable portion of the Administrator’s overhead in performing its obligations under this the Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the FundCompany’s chief compliance officer, officer and chief financial officer, controller officer and their respective staffs.
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 Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. .
(b) The Fund Corporation will bear all costs and expenses that are incurred in its operations operation and transactions that are and not specifically assumed by the FundCorporation’s investment adviser (the “AdviserAdvisor”) ), pursuant to that certain the Investment Advisory and Management Agreement, dated as of October 1, 2006 by and Agreement between the Fund Corporation and the AdviserAdvisor. Costs and expenses to be borne by the Fund Corporation include, but are not limited to, those relating to: organization and offering; calculating valuing the FundCorporation’s assets and computing its net asset value per share (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser Advisor or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)travel expense, in monitoring financial and legal affairs for the Fund Corporation and in monitoring the FundCorporation’s investments and enforcing the Corporation’s rights in respect of such investment; performing due diligence on its the Corporation’s prospective portfolio companies; interest payable on debt, if any, incurred to finance the FundCorporation’s investments; distributions on shares; offerings of the FundCorporation’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; transfer agent and custody fees and expenses; the allocated costs of providing managerial assistance to those portfolio companies that require it; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making and disposing of investments; brokerage fees and commissions; the Corporation’s dues, fees and charges of any trade association of which the Corporation is a member; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the FundCorporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports reports, registration statements, prospectuses or other documents required by the SEC, including printing costs; costs of any reports, proxy statements or other notices to stockholders, including printing and mailing costs; the Fundexpenses of holding stockholder meetings; the Corporation’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; litigation and indemnification and other extraordinary or non recurring expenses; and all other expenses incurred by the Fund Corporation or the Administrator in connection with administering the FundCorporation’s business, including payments under this Agreement based upon the FundCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the FundCorporation’s chief compliance officer, chief financial officer, controller officers and their respective staffs.
Appears in 1 contract
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Fund will shall bear all costs and expenses that are incurred in its operations operation and transactions that are and not specifically assumed by the Fund’s Administrator, in its capacity as the Fund’s investment adviser (the “Adviser”) pursuant to that certain Investment Advisory and Management Agreement, investment advisory agreement dated as of October April 1, 2006 2025 by and between the Fund and the Adviser, as may be amended and/or restated from time to time (the “Advisory Agreement”), or another related agreement, written arrangement or set of policies. Costs and expenses to be borne by the Fund include, but are not limited to, include those relating to: organization and offering; :
(a) organizational expenses of the Fund;
(b) calculating the NAV of the Fund’s net asset value (, including the cost and expenses of any independent valuation firm); firm or pricing service;
(c) fees and expenses incurred by the Adviser and payable to third parties, including agents, bankers, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Fund and in monitoring the Fund’s investments and investments, performing due diligence on its prospective portfolio companies; , and if necessary, in respect of enforcing the Fund’s rights with respect to investments in existing portfolio companies, or otherwise relating to, or associated with, evaluating and making investments, whether or not consummated, which fees and expenses include, among other items, due diligence reports, appraisal reports, research and market data services (including an allocable portion of any research or other service that may be deemed to be bundled for the benefit of the Fund), any studies commissioned by the Adviser, costs of meetings, industry conferences and similar events hosted or attended by the Adviser, its affiliates or any of their respective employees, and travel, lodging and meal expenses;
(d) costs associated with indebtedness or guarantees, including interest payable on debt, if any, incurred by the Fund to finance its investments, debt service and all other costs of borrowings or other financing arrangements (including fees and other expenses), and expenses related to unsuccessful portfolio acquisition efforts;
(e) offerings of shares of limited liability company interests (“Shares”) and other securities of the Fund;
(f) the Management Fee (as defined in the Advisory Agreement);
(g) the Incentive Fee (as defined in the Advisory Agreement);
(h) any distribution and/or servicing fee, as described in the Fund’s investments; offerings of the Fund’s common stock prospectus;
(i) administration fees and other securities; investment advisory and management fees; administration fees, if any, expenses payable under this Agreement; Agreement and any sub-administration agreements;
(j) any expense reimbursements;
(k) fees payable to third parties, including agents, bankers, consultants or other advisors, relating to, or associated with, evaluating and making investments; investments in portfolio companies, including costs associated with meeting financial sponsors;
(l) fees and expenses incurred by the Fund for escrow agent, transfer agent agent, dividend agent, custodian and custodial fees; other service providers;
(m) U.S. federal and state registration and franchise fees; all costs of registration and listing the Fund’s shares on any securities exchange; ;
(n) fees payable to rating agencies;
(o) U.S. federal, state and local taxes; , non-U.S. taxes, and related costs and expenses, including costs of tax return preparation and other compliance costs, and costs incurred in connection with any audit or other inquiry, tax litigation or any other contests, governmental charges, fees, penalties and duties assessed or borne by the Fund;
(p) independent directors’ fees and expenses; costs ;
(q) expenses related to meetings of preparing and filing reports or other documents required by the SEC; Board;
(r) costs of any reports, proxy statements or other notices to stockholdersshareholders, including printing and mailing costs; ;
(s) costs associated with individual or group shareholders, including the costs of any shareholder meetings or communications and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters;
(t) costs of any activities undertaken with respect to the protection of confidential or non-public information or data;
(u) costs of preparing financial statements and maintaining books and records;
(v) costs of preparing and filing reports or other documents with the Securities and Exchange Commission (the “SEC”), Financial Industry Regulatory Authority, Inc., U.S. Commodity Futures Trading Commission and other regulatory bodies, and other reporting and compliance costs, and the costs associated with reporting and compliance obligations under the 1940 Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(w) costs associated with compliance with ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended;
(x) the Fund’s allocable portion of the any fidelity bond, directors directors’ and officers officers’ errors and omissions liability insuranceinsurance policies, cybersecurity policies and any other insurance premiums; premiums or other costs;
(y) direct costs and expenses of administration, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs; ;
(z) proxy voting expenses;
(aa) costs of effecting sales and all any repurchases of Shares and other securities;
(bb) fees and expenses incurred by the Fund or the Administrator in connection associated with administering the Fund’s businessmarketing efforts1 (including travel expenses and costs associated with attendance at meetings, including payments under this Agreement based upon the Fund’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreementinvestment conferences and similar events), including rent, design and the allocable portion of the salaries and benefits expenses of the Fund’s chief compliance officer, chief financial officer, controller and their respective staffs.website expenses;
Appears in 1 contract
Sources: Administration Agreement (Adams Street Private Equity Navigator Fund LLC)
Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Fund Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. .
(b) The Fund Corporation will bear all costs and expenses that are incurred in its operations operation and transactions that are and not specifically assumed by the Fund’s Corporation's investment adviser (the “"Adviser”) "), pursuant to that certain Investment Advisory and Management Agreement, dated as of October 1[ ], 2006 2004 by and between the Fund Corporation and the Adviser. Costs and expenses to be borne by the Fund Corporation include, but are not limited to, those relating to: organization and offering; calculating the Fund’s Corporation's net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Fund Corporation and in monitoring the Fund’s Corporation's investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Fund’s Corporation's investments; offerings of the Fund’s Corporation's common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Fund’s Corporation's shares on any securities exchange; federal, state and local taxes; independent directors’ ' fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Fund’s Corporation's allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Fund Corporation or the Administrator in connection with administering the Fund’s Corporation's business, including payments under this Agreement based upon the Fund’s Corporation's allocable portion of the Administrator’s 's overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the Fund’s chief compliance officer, chief financial officer, controller Corporation's officers and their respective staffs.
Appears in 1 contract
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services Services of the Administrator, the Fund NMFC shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities to NMFC hereunder. The Fund In addition, NMFC 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 NMFC under this Agreement. NMFC will bear all costs and expenses that are incurred in its operations NMFC’s operation, administration and transactions that are and not specifically assumed by the FundNMFC’s investment adviser (the “Adviser”) ), pursuant to that certain Investment Advisory and Management Agreement, dated as of October 1May 8, 2006 2014 by and between the Fund NMFC and the Adviser. Costs and expenses to be borne by the Fund NMFC include, but are not limited to, those relating to: organization and offering; calculating the FundNMFC’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred or paid by the Adviser or any affiliate of the Adviser and paid or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisers, in monitoring financial and legal affairs for the Fund of NMFC and in providing administrative services, monitoring the FundNMFC’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the FundNMFC’s investments; offerings sales and purchases of the FundNMFC’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisorsadvisers, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the FundNMFC’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Fund’s allocable portion of the fidelity bond, directors and officers officers, errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Fund NMFC or the Administrator in connection with administering the FundNMFC’s business, including payments under this Agreement based upon the FundNMFC’s allocable portion of the Administrator’s overhead in performing its obligations under this the Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the FundNMFC’s chief compliance officer, officer and chief financial officer, controller officer and their respective staffs.
Appears in 1 contract
Sources: Administration Agreement (New Mountain Finance Corp)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Fund Corporation will bear all costs and expenses that are incurred in its operations operation and transactions that are and not specifically assumed by the Fund’s Corporation's investment adviser (the “"Adviser”) "), pursuant to that certain Amended and Restated Investment Advisory and Management Agreement, dated as of October 1June __, 2006 2004 by and between the Fund Corporation and Porticoes Investment Management, LLC (such agreement, the Adviser"Management Agreement"). Costs and expenses to be borne by the Fund Corporation include, but are not limited to, those relating to: organization and offering; calculating the Fund’s Corporation's net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser (such Adviser expenses, to the extent not otherwise reimbursed by a third party, not to exceed $250,000 in any year, or a pro-rated portion thereof for the period from the date hereof through December 31, 2004 and, in the event that the Management Agreement shall terminate as of a date that is not a calendar year end, for the period from January 1 of such year through such termination date, without the consent of the Audit Committee of the Corporation's Board of Directors) and fees and expenses payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in each case relating to, or associated with, monitoring financial and legal affairs for the Fund and in Corporation, monitoring the Fund’s investments and Corporation's investments, performing due diligence on its the Corporation's prospective portfolio companiescompanies and evaluating and making investments; interest payable on debt, if any, incurred to finance the Fund’s Corporation's investments; offerings of the Fund’s Corporation's common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Fund’s Corporation's shares on any securities exchange; federal, state and local taxes; independent directors’ ' fees and expenses; brokerage commissions; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Fund’s Corporation's allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors audits and outside legal costs; and all other expenses incurred by the Fund Corporation or the Administrator in connection with administering the Fund’s Corporation's business, including payments under this Administration Agreement based upon the Fund’s Corporation's allocable portion of overhead and other expenses incurred by the Administrator’s overhead Administrator in performing its obligations under this Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the Fund’s Corporation's chief compliance officer, officer and chief financial officer, controller officer and their respective staffs. Notwithstanding anything in the foregoing to the contrary, in no event shall (i) the Corporation remit to the Administrator any fees it receives on behalf of the Administrator's provision of significant managerial assistance to those portfolio companies to which the Corporation is required to provide such assistance or (ii) the Administrator receive any fees for providing such assistance.
Appears in 1 contract
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Fund will bear all costs and expenses that are incurred in its operations operation and transactions that are not specifically assumed by the Fund’s investment adviser (the “Adviser”) ), pursuant to that certain Investment Advisory and Management Agreement, dated as of October 1[●], 2006 2024 by and between the Fund and the Adviser. Costs and expenses to be borne by the Fund include, but are not limited to, those relating to: organization and offering; calculating the Fund’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Fund and in monitoring the Fund’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Fund’s investments; offerings any direct expenses of issue, sale, underwriting, distribution, redemption or repurchase of the Fund’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, parties (including agents, consultants or other advisors, ) relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Fund’s shares on any securities exchange; federal, state and local taxes; independent directorsTrustees’ fees and expenses; costs of preparing and filing prospectuses, statements of additional information, reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholderssecurityholders, including printing costs; the Fund’s allocable portion of the fidelity bond, directors trustees and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Fund or the Administrator in connection with administering the Fund’s business, including payments under this Agreement based upon the Fund’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses costs of the Fund’s chief compliance officer, chief financial officer, controller controller, general counsel, chief valuation officer and other non-investment advisory personnel and their respective staffs. Transfer agent expenses, expenses of preparation, printing and mailing prospectuses, statements of additional information, proxy statements and reports to shareholders, and organizational expenses and registration fees, identified as belonging to a particular share class of the Fund shall be allocated to such class.
Appears in 1 contract
Sources: Administration Agreement (Gladstone Alternative Income Fund)
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Fund Company will bear all costs and expenses that are incurred in its operations operation, administration and transactions that are and not specifically assumed by the Fund’s investment adviser (the “Adviser”) , pursuant to that certain Investment Advisory and Management Agreement, dated as of October 1March 6, 2006 2007 by and between the Fund Company and the Adviser. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: organization and offering; calculating the FundCompany’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Fund Company and in providing administrative services, monitoring the FundCompany’s investments and performing due diligence on its prospective portfolio companiescompanies (including without limitation payments made to Citco Group, Magnetar Capital LLC and any of its affiliates); interest payable on debt, if any, incurred to finance the FundCompany’s investments; offerings sales and purchases of the FundCompany’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the FundCompany’s shares on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECSecurities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the FundCompany’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Fund Company or the Administrator in connection with administering the FundCompany’s business, including payments under this Agreement based upon the FundCompany’s allocable portion of the Administrator’s overhead in performing its obligations under this the Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the FundCompany’s chief compliance officer, officer and chief financial officer, controller officer and their respective staffs.
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 Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. .
(b) The Fund Corporation will bear all costs and expenses that are incurred in its operations operation and transactions that are and not specifically assumed by the FundCorporation’s investment adviser (the “Adviser”) ), pursuant to that certain Investment Advisory and Management Agreement, dated as of October 1March 31, 2006 2019, by and between the Fund Corporation and the AdviserAdviser (the “Advisory Agreement”). Costs and expenses to be borne by the Fund Corporation include, but are not limited to, those relating to: organization and offering; calculating the FundCorporation’s net asset value (including the cost and expenses of any independent valuation firmfirms); expenses incurred by the Adviser Adviser, Administrator or affiliates thereof payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Fund Corporation and in monitoring the FundCorporation’s investments and performing due diligence on its prospective portfolio companiesinvestments; interest payable on debt, if any, incurred to finance the FundCorporation’s investments; offerings of the FundCorporation’s debt, common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and listing the FundCorporation’s shares securities on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECSEC or any other governmental agency; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the FundCorporation’s allocable portion of the any fidelity bond, directors and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; research and market data expenses including, without limitation, news and quotation equipment and services; computer software specific to the business of the Corporation; any unreimbursed expenses incurred in connection with transactions not consummated; and all other expenses incurred by the Fund Corporation or the Administrator in connection with administering the FundCorporation’s business, including payments under this Agreement based upon the FundCorporation’s allocable portion of the Administrator’s and the Adviser’s overhead in performing its their obligations under this Agreement and the Advisory Agreement, including rent, and the allocable portion of the salaries and benefits expenses cost of the FundCorporation’s chief compliance officer, officer and chief financial officer, controller officer and their respective staffs.
Appears in 1 contract
Sources: Administration Agreement (TP Flexible Income Fund, Inc.)
Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Fund Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. .
(b) The Fund Corporation will bear all costs and expenses that are incurred in its operations operation and transactions that are and not specifically assumed by the FundCorporation’s investment adviser (the “AdviserAdvisor”) ), pursuant to that certain Investment Advisory and Management Agreement, dated as of October 17, 2006 2011 by and between the Fund Corporation and the AdviserAdvisor. Costs and expenses to be borne by the Fund Corporation include, but are not limited to, those relating to: organization organizational expenses(1) and offeringoffering expenses; calculating valuing the FundCorporation’s assets and computing its net asset value per share (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser Administrator or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)travel expense, in monitoring financial and legal affairs for the Fund Corporation and in monitoring the FundCorporation’s investments and enforcing the Corporation’s rights in respect of such investments; performing due diligence on its the Corporation’s prospective portfolio companies; fees, interest or other costs payable on or in connection with any debt, if any, that may be incurred to finance the FundCorporation’s investments; distributions on shares; offerings of the FundCorporation’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; transfer agent and custody fees and expenses; the allocated costs of providing managerial assistance to those portfolio companies that require it; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating evaluating, structuring, making and making disposing of investments; transfer agent brokerage fees and custodial feescommissions; the Corporation’s dues, fees and charges of any trade association of which the Corporation is a member; federal and state registration fees; all costs of registration and listing the FundCorporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports reports, registration statements, prospectuses or other documents required by the SEC, including printing
(1) For purposes if this agreement, the term “organizational expenses” shall include all costs, expenses, fees and liabilities incurred in connection with the formation and organization of, or sale of interests in, the Corporation, as determined by the Administrator in its discretion, including any placement fees and all out-of-pocket legal, accounting, printing, electronic database, travel and filing fees and expenses. costs; costs of any reports, proxy statements or other notices to stockholders, including printing and mailing costs; the Fundexpenses of holding shareholder meetings; the Corporation’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; litigation and indemnification and other extraordinary or non recurring expenses, cost of winding up and liquidating the Corporation; and all other expenses incurred by the Fund Corporation or the Administrator in connection with administering the FundCorporation’s business, including payments under this Agreement based upon the FundCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the FundCorporation’s chief compliance officer, chief financial officer, controller officers and their respective staffs.
(c) For avoidance of doubt and notwithstanding any provision herein to the contrary, following a public offering by the Corporation of its common stock, the Corporation shall reimburse the Administrator for all out-of-pocket fees and expenses incurred by the Administrator on behalf of the Corporation (or its predecessor), including, but not limited to, any fees or other costs incurred in connection with the negotiation and arrangement of any bank-issued credit facility used to finance the Corporation’s (or its predecessor’s) operations and investments.
Appears in 1 contract
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Fund Corporation will bear all costs and expenses that are incurred in its operations operation, administration and transactions that are and not specifically assumed by the Fund’s investment adviser (the “Adviser”) , pursuant to that certain Investment Advisory and Management Agreement, dated as of October 1April ___, 2006 2007 by and between the Fund Corporation and the Adviser. Costs and expenses to be borne by the Fund Corporation include, but are not limited to, those relating to: organization and offering; calculating the FundCorporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Fund Corporation and in providing administrative services, monitoring the FundCorporation’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the FundCorporation’s investments; offerings sales and purchases of the FundCorporation’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the FundCorporation’s shares on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Fund’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Fund Corporation or the Administrator in connection with administering the FundCorporation’s business, including payments under this Agreement based upon the FundCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this the Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the FundCorporation’s chief compliance officer, officer and chief financial officer, controller officer and their respective staffs.
Appears in 1 contract
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Fund Company will bear all costs and expenses that are incurred in its operations operation, administration and transactions that are and not specifically assumed by the Fund’s investment adviser Solar Capital Partners, LLC (the “Adviser”) ), pursuant to that certain Investment Advisory and Management Agreement, dated as of October 1[ ], 2006 2011 by and between the Fund Company and the Adviser. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: organization and offering; calculating the FundCompany’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Fund Company and in providing administrative services, monitoring the FundCompany’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the FundCompany’s investments; offerings sales and purchases of the FundCompany’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the FundCompany’s shares on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECSecurities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the FundCompany’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Fund Company or the Administrator in connection with administering the FundCompany’s business, including payments under this Agreement based upon the FundCompany’s allocable portion of the Administrator’s overhead in performing its obligations under this the Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the FundCompany’s chief compliance officer, officer and chief financial officer, controller officer and their respective staffs.
Appears in 1 contract
Sources: Administration Agreement (Solar Senior Capital Ltd.)