Common use of Compensation; Allocation of Costs and Expenses Clause in Contracts

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, subject to the Reimbursement Caps described below, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. Subject to the Reimbursement Caps, the Company will bear (including by reimbursing the Adviser or Administrator) all costs and expenses of its operations, administration and transactions, including, without limitation: (a) organizational expenses and expenses associated with the issuance of the Common Units; (b) calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); (c) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providing administrative services, monitoring the Company’s investments and performing due diligence reviews of prospective investments and the corresponding portfolio companies; (e) costs associated with the Company’s reporting and compliance obligations under the Investment Company Act, the Securities Exchange Act of 1934 and other applicable federal or state securities laws, (f) interest payable on debt, if any, incurred to finance the Company’s investments or operations; (g) expenses related to sales and purchases of the Company’s Units and other securities; (h) investment advisory and management fees; (i) administration fees, if any, payable under this Agreement; (j) transfer agent and custodial fees; (k) federal and state registration fees; (l) costs associated with effecting a Spin-Off; (m) federal, state and local taxes; (n) Independent Directors’ fees and expenses and the costs associated with convening a meeting of the Board; (o) costs of any reports, proxy statements or other notices to Members, including printing and mailing costs and the costs of any Members’ meetings, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; (p) the Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (q) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, (r) independent auditors and outside legal costs; (s) compensation of other professionals (including employees of the Administrator) to the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; and (t) all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business. Subject to the Reimbursement Caps (defined below), the Company shall also reimburse the Administrator (or its affiliates) for an allocable portion of the compensation paid by the Administrator (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective administrative support staff (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. Notwithstanding the foregoing, the Company will not bear (a) more than an amount equal to 10 basis points of the aggregate Commitments of the Company for organization and offering expenses in connection with the offering of Units through the Closing Period and (b) in any calendar year more than an amount equal to 12.5 basis points of the aggregate Commitments of the Company per annum (pro rated for partial years) for its Operating Expenses (the caps described in (a) and (b), the “Reimbursement Caps”). For purposes of this Agreement, “Operating Expenses” include all the expenses borne by the Company as described above (whether incurred and payable to the Administrator or the Adviser) and amounts paid by the Company directly to third parties. However, the following amounts shall not be treated as Operating Expenses (and will not be subject to the Reimbursement Cap described in clause (b) above): the Management Fee, the Incentive Fee, organizational and offering expenses (which are separately subject to the Reimbursement Cap set forth in clause (a) above), investigative, travel, legal and other transactional expenses incurred with respect to the acquisition, formation, holding and disposition of the Company’s investments or incurred in connection with investments or transactions not consummated, amounts payable in connection with the Company’s borrowings (including interest, bank fees, legal fees and other transactional expenses related to any borrowing or borrowing facility and similar costs), costs and expenses relating to the liquidation of the Company, taxes, and extraordinary expenses (such as litigation expenses and indemnification payments to either the Adviser or the Administrator). If the Reimbursement Cap with regard to Operating Expenses applies in any year, the Reimbursement Cap shall be applied first to limit reimbursements to the Administrator and the Adviser before applying the Reimbursement Cap to Company payments to other parties (so that the excess above such Reimbursement Cap is borne by the Administrator and/or the Adviser). If in any year, the amount of payments by the Company to persons other than the Administrator or the Adviser exceeds the Reimbursement Cap, the Company shall in all cases continue to pay to pay such other parties, but the Administrator shall reimburse such excess to the Company.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, subject to the Reimbursement Caps described below, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. Subject . (b) The Company, either directly or through reimbursement to the Reimbursement Caps, the Company will bear (including by reimbursing the Adviser or Administrator) , will bear all costs and expenses of that are incurred in its operationsoperation, administration and transactionstransactions and not specifically assumed by the Company’s investment adviser (the “Adviser”), includingpursuant to the Investment Advisory and Management Agreement, without limitation: dated as of February 28, 2020, between the Com pany and the Adviser (a) organizational expenses the “Management Agreement”). Costs and expenses associated with to be borne by the issuance Company include, but are not limited to, those relating to: the organization of the Common Units; (b) Company; borrowings and offerings of the Company’s securities and incurrences of any indebtedness; calculating the Company’s net asset value (including the cost and expenses of any independent third-party valuation firmservices); (c) fees payable ; monitoring financial and legal affairs for the Company and to third partiesmaking, including agents, consultants monitoring or other advisors, disposing of the Company’s investments and performing due diligence on its prospective investments or otherwise relating to, or associated with, evaluating and making investments; ; research and market data (dincluding news and quotation equipment and services and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) expenses incurred by incorporated into the Adviser or the Administrator payable to third partiescost of obtaining such research and market data); transfer agent, including agentsdividend paying and reinvestment agent, consultants or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providing administrative services, monitoring custodial fees and expenses; the Company’s investments and performing due diligence reviews of prospective investments and the corresponding portfolio companies; (e) costs associated with the Company’s reporting and compliance obligations under the Investment Company Act, the Securities Exchange Act of 1934 and other applicable federal or state securities laws, (f) marketing efforts; interest payable on debt, if any, incurred to finance the Company’s investments or operations; (g) expenses related to sales and purchases of the Company’s Units and other securities; (h) investments; investment advisory and management fees; (i) ; administration fees, if any, payable under this Agreement; (j) transfer agent and custodial fees; (k) ; federal and state registration fees; (l) costs associated with effecting a Spin-Off; (m) ; federal, state state, local and local other taxes; (n) Independent Directors; independent directors’ fees and expenses and the costs associated with convening a meeting of the Board; (o) expenses; costs of any reports, proxy statements preparing and filing reports or other notices to Membersdocuments required by the SEC; shareholders’ reports and notices, including printing and mailing costs and the costs of any Members’ meetings, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; (p) costs; the Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (q) ; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, (r) ; fees and expenses associated with independent auditors auditors, internal audit and outside legal costs; (s) compensation ; the Company’s reporting and compliance obligations applicable federal and state securities laws; brokerage commissions for the Company’s investments, if any; indemnification payments; proxy voting expenses, if any; preparation and maintenance of other professionals (including employees the Company’s books and records; the Company’s allocable portion of the Administrator) to ’s overhead in performing its obligations under this Agreement, including rent for any office space provided by the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the CompanyAdministrator and compensation costs (including, without limitation, salary, bonus and benefits); and (t) and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business. Subject business pursuant to this Agreement. (c) In addition to the Reimbursement Caps (defined below)services to be provided hereunder and under the Management Agreement, the Company shall also reimburse the Administrator (or its affiliates) for an allocable portion of the compensation paid by the Administrator (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective administrative support staff (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with 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 offering Administrator may provide part or all of securities by the Company. Notwithstanding the foregoing, Real Estate Services and shall receive (i) fees that are no less favorable to the Company will not bear (a) more and/or such subsidiary than the arm’s-length rates at which the Company and/or such subsidiary could obtain comparable services from an amount equal to 10 basis points unaffiliated service provider, taking into account the nature of the aggregate Commitments relevant asset type and the special services required and/or (ii) reimbursements of the Company for organization and offering expenses in connection with the offering of Units through the Closing Period and (b) in any calendar year more than an amount equal to 12.5 basis points of the aggregate Commitments of the Company per annum (pro rated for partial years) for its Operating Expenses (the caps described in (a) and (b), the “Reimbursement Caps”). For purposes of this Agreement, “Operating Expenses” include all the expenses borne by the Company as described above (whether incurred and payable to the Administrator or the Adviser) and amounts paid by the Company directly to third parties. However, the following amounts shall not be treated as Operating Expenses (and will not be subject to the Reimbursement Cap described in clause (b) above): the Management Fee, the Incentive Fee, organizational and offering expenses (which are separately subject to the Reimbursement Cap set forth in clause (a) above), investigative, travel, legal and other transactional expenses incurred with respect to the acquisition, formation, holding and disposition of the Company’s investments or incurred in connection with investments or transactions not consummated, amounts payable in connection with the Company’s borrowings (including interest, bank fees, legal fees and other transactional expenses related to any borrowing or borrowing facility and similar costs), costs and expenses relating to incurred in performing the liquidation of the CompanyReal Estate Services, taxes, including providing personnel and extraordinary expenses (such as litigation expenses and indemnification payments to either the Adviser or the Administrator). If the Reimbursement Cap with regard to Operating Expenses applies in any year, the Reimbursement Cap shall be applied first to limit reimbursements to the Administrator and the Adviser before applying the Reimbursement Cap to Company payments to other parties (so that the excess above such Reimbursement Cap is borne by the Administrator and/or the Adviser). If in any year, the amount of payments by the Company to persons other than the Administrator or the Adviser exceeds the Reimbursement Cap, the Company shall in all cases continue to pay to pay such other parties, but the Administrator shall reimburse such excess to the Companyfacilities.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, subject to the Reimbursement Caps described below, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. Subject The Administrator shall not be entitled to the Reimbursement Caps, the any additional compensation hereunder. The Company will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by Flat Rock Global, LLC (including the “Adviser”) pursuant to the Investment Advisory Agreement, dated as of May 16, 2017 by reimbursing and between the Company and the Adviser or Administrator) (the “Advisory Agreement”). The Company will bear all other costs and expenses of its operations, administration and transactions, including, including (without limitation) those relating to: (a1) corporate and organizational expenses relating to offerings of the Shares; (2) the cost of calculating the Company’s Shares net asset value, including the cost of any third-party valuation services; (3) the cost of effecting sales and repurchases of the Shares and other securities; (4) management and incentive fees payable to Flat Rock Global pursuant to this Agreement; (5) transfer agent and custodial fees; (6) fees and expenses associated with the issuance of the Common Units; (b) calculating the Company’s net asset value marketing efforts (including the cost attendance at investment conferences and expenses of any independent valuation firmsimilar events); (c7) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating federal and making investmentsstate registration fees; (d) expenses incurred by the Adviser or the Administrator payable to third parties8) federal, including agents, consultants or other advisors, relating to or associated with monitoring the financial state and legal affairs for the Company, providing administrative services, monitoring the Company’s investments and performing due diligence reviews of prospective investments and the corresponding portfolio companieslocal taxes; (e) costs associated with the Company’s reporting and compliance obligations under the Investment Company Act, the Securities Exchange Act of 1934 and other applicable federal or state securities laws, (f9) interest payable on debt, if any, incurred to finance the Company’s investments or operationsinvestments; (g10) the fees and expenses related to sales and purchases of any member of the Board who is not an interested person (as defined in the ▇▇▇▇ ▇▇▇) of the Adviser or a Sub-Adviser; (11) brokerage commissions for the Company’s Units and other securitiesinvestments; (h12) investment advisory costs of proxy statements; stockholders’ reports and management notices; (13) costs associated with the Company’s reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws; (14) fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; (15) direct costs such as printing, mailing, long distance telephone and staff costs; and (16) fees and expenses associated with independent accountants, independent and internal audit, and outside legal costs; and (17) all other offering expenses incurred by Flat Rock Global in performing its obligations. The Adviser will be responsible for payment of any and all offering expenses incurred on behalf of the Company in connection with the Company’s private offering of shares, pursuant to a confidential offering memorandum dated , 2017 (the “Private Offering”). Specifically, the Adviser will not seek or be entitled to reimbursement from the Company for any of the following offering expenses: (1) transfer agent fees; (i2) administration fees, if any, payable under this Agreementfees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (j) transfer agent and custodial fees; (k3) federal and state registration fees; (l) costs associated with effecting a Spin-Off; (m) federal, state and local taxes; (n) Independent Directors’ fees and expenses and the costs associated with convening a meeting of the Board; (o) costs of any reports, proxy statements or other notices to Members, including printing and mailing costs and the costs of any Members’ meetings, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; (p) the Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (q) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, (r) independent auditors and outside legal costs; (s) compensation of other professionals (including employees of the Administrator) to the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; and (t4) all other offering expenses incurred by the Company or the Administrator Flat Rock Global in connection with administering the Company’s businessperforming its obligations. Subject to the Reimbursement Caps (defined below)In addition, the Company shall also reimburse the Administrator (or its affiliates) for an allocable portion of the compensation paid by the Administrator (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective administrative support staff (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company). For the avoidance of doubt, the foregoing obligation is limited to the Private Offering and the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. Notwithstanding the foregoing, the Company will not bear (a) more than an amount equal to 10 basis points of the aggregate Commitments of the Company for organization and offering expenses in connection with the offering of Units through the Closing Period and (b) in any calendar year more than an amount equal to 12.5 basis points of the aggregate Commitments of the Company per annum (pro rated for partial years) for its Operating Expenses (the caps described in (a) and (b), the “Reimbursement Caps”). For purposes of this Agreement, “Operating Expenses” include all the expenses borne by the Company as described above (whether incurred and payable to the Administrator or the Adviser) and amounts paid by the Company directly to third parties. However, the following amounts shall not be treated as Operating Expenses (and will not be subject to the Reimbursement Cap described in clause (b) above): the Management Fee, the Incentive Fee, organizational and offering expenses (which are separately subject to the Reimbursement Cap set forth in clause (a) above), investigative, travel, legal and other transactional expenses incurred with respect to the acquisition, formation, holding and disposition of the Company’s investments or incurred in connection with investments or transactions not consummated, amounts payable in connection with the Company’s borrowings (including interest, bank fees, legal fees and other transactional expenses related to any borrowing or borrowing facility and similar costs), costs and expenses relating to the liquidation of the Company, taxes, and extraordinary expenses (such as litigation expenses and indemnification payments to either the Adviser or the Administrator). If the Reimbursement Cap with regard to Operating Expenses applies in any year, the Reimbursement Cap shall be applied first to limit reimbursements to the Administrator and the Adviser before applying the Reimbursement Cap to Company payments to other parties (so that the excess above such Reimbursement Cap is borne by the Administrator and/or the Adviser). If in any year, the amount of payments by the Company to persons other than the Administrator or the Adviser exceeds the Reimbursement Cap, the Company shall in all cases continue to pay to pay such other parties, but the Administrator shall reimburse such excess to the Company.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, subject to the Reimbursement Caps described below, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. Subject to the Reimbursement Caps, the The Company will bear (including by reimbursing the Adviser or Administrator) all costs and expenses of its operations, administration and transactions, including, without limitation: (a) organizational expenses and expenses associated with the issuance of shares of the Common UnitsCompany’s common stock (“Shares”); (b) calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); (c) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providing administrative services, monitoring the Company’s investments and performing due diligence reviews of prospective investments and the corresponding portfolio companies; (e) costs associated with the Company’s reporting and compliance obligations under the Investment Company Act, the Securities Exchange Act of 1934 and other applicable federal or state securities laws, (f) interest payable on debt, if any, incurred to finance the Company’s investments or operations; (g) expenses related to sales and purchases of the Company’s Units Shares and other securities; (h) investment advisory and management fees; (i) administration fees, if any, payable under this Agreement; (j) transfer agent and custodial fees; (k) federal and state registration fees; (l) costs associated with effecting a Spin-Off; (m) federal, state and local taxes; (nm) Independent Directors’ fees and expenses and the costs associated with convening a meeting of the Board; (on) costs of any reports, proxy statements or other notices to Membersshareholders, including printing and mailing costs and the costs of any Members’ shareholder meetings, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; (po) the Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (qp) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, (rq) independent auditors and outside legal costs; (sr) compensation of other professionals (including employees of the Administrator) to the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; and (ts) all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business. Subject to the Reimbursement Caps (defined below), the The Company shall also reimburse the Administrator (or its affiliates) for an allocable portion of the compensation paid by the Administrator (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective administrative support staff (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. Notwithstanding the foregoing, the Company will not bear (a) more than an amount equal to 10 basis points of the aggregate Commitments of the Company for organization and offering expenses in connection with the offering of Units through the Closing Period and (b) in any calendar year more than an amount equal to 12.5 basis points of the aggregate Commitments of the Company per annum (pro rated for partial years) for its Operating Expenses (the caps described in (a) and (b), the “Reimbursement Caps”). For purposes of this Agreement, “Operating Expenses” include all the expenses borne by the Company as described above (whether incurred and payable to the Administrator or the Adviser) and amounts paid by the Company directly to third parties. However, the following amounts shall not be treated as Operating Expenses (and will not be subject to the Reimbursement Cap described in clause (b) above): the Management Fee, the Incentive Fee, organizational and offering expenses (which are separately subject to the Reimbursement Cap set forth in clause (a) above), investigative, travel, legal and other transactional expenses incurred with respect to the acquisition, formation, holding and disposition of the Company’s investments or incurred in connection with investments or transactions not consummated, amounts payable in connection with the Company’s borrowings (including interest, bank fees, legal fees and other transactional expenses related to any borrowing or borrowing facility and similar costs), costs and expenses relating to the liquidation of the Company, taxes, and extraordinary expenses (such as litigation expenses and indemnification payments to either the Adviser or the Administrator). If the Reimbursement Cap with regard to Operating Expenses applies in any year, the Reimbursement Cap shall be applied first to limit reimbursements to the Administrator and the Adviser before applying the Reimbursement Cap to Company payments to other parties (so that the excess above such Reimbursement Cap is borne by the Administrator and/or the Adviser). If in any year, the amount of payments by the Company to persons other than the Administrator or the Adviser exceeds the Reimbursement Cap, the Company shall in all cases continue to pay to pay such other parties, but the Administrator shall reimburse such excess to the Company.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, subject to the Reimbursement Caps described below, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. Subject to the Reimbursement Caps, the Company The Corporation will bear (including by reimbursing the Adviser or Administrator) all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Corporation's investment adviser (the "Adviser"), pursuant to that certain Amended and Restated Investment Advisory and Management Agreement, dated as of its operationsJune __, administration 2004 by and transactionsbetween the Corporation and Porticoes Investment Management, includingLLC (such agreement, without limitation: (a) organizational expenses the "Management Agreement"). Costs and expenses associated with to be borne by the issuance of the Common Units; (b) Corporation include, but are not limited to, those relating to: organization and offering; calculating the Company’s Corporation's net asset value (including the cost and expenses of any independent valuation firm); ; expenses incurred by the Adviser (csuch 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, in each case relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providing administrative servicesCorporation, monitoring the Company’s investments and Corporation's investments, performing due diligence reviews of on the Corporation's prospective investments portfolio companies and the corresponding portfolio companies; (e) costs associated with the Company’s reporting evaluating and compliance obligations under the Investment Company Act, the Securities Exchange Act of 1934 and other applicable federal or state securities laws, (f) making investments; interest payable on debt, if any, incurred to finance the Company’s investments or operations; (g) expenses related to sales and purchases Corporation's investments; offerings of the Company’s Units Corporation's common stock and other securities; (h) ; investment advisory and management fees; (i) ; administration fees, if any, payable under this Agreement; (j) ; transfer agent and custodial fees; (k) ; federal and state registration fees; (l) ; all costs associated with effecting a Spin-Off; (m) of registration and listing the Corporation's shares on any securities exchange; federal, state and local taxes; (n) Independent Directors’ ; independent directors' fees and expenses expenses; brokerage commissions; costs of preparing and filing reports or other documents required by the costs associated with convening a meeting of the Board; (o) SEC; costs of any reports, proxy statements or other notices to Membersstockholders, including printing and mailing costs and costs; the costs of any Members’ meetings, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; (p) the Company’s Corporation's allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (q) ; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, (r) , independent auditors audits and outside legal costs; (s) compensation of other professionals (including employees of the Administrator) to the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; and (t) and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the Company’s Corporation's business. Subject to , including payments under this Administration Agreement based upon the Reimbursement Caps (defined below), the Company shall also reimburse Corporation's allocable portion of overhead and other expenses incurred by the Administrator (or in performing its affiliates) for an obligations under this Administration Agreement, including rent and the allocable portion of the compensation paid by cost of the Administrator (or its affiliates) to the Company’s Chief Compliance Officer Corporation's chief compliance officer and Chief Financial Officer chief financial officer and their respective administrative support staff (based on a percentage of time such individuals devote, on an estimated basis, staffs. Notwithstanding anything in the foregoing to the business and affairs of contrary, in no event shall (i) the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. Notwithstanding the foregoing, the Company will not bear (a) more than an amount equal to 10 basis points of the aggregate Commitments of the Company for organization and offering expenses in connection with the offering of Units through the Closing Period and (b) in any calendar year more than an amount equal to 12.5 basis points of the aggregate Commitments of the Company per annum (pro rated for partial years) for its Operating Expenses (the caps described in (a) and (b), the “Reimbursement Caps”). For purposes of this Agreement, “Operating Expenses” include all the expenses borne by the Company as described above (whether incurred and payable Corporation remit to the Administrator or the Adviser) and amounts paid by the Company directly to third parties. However, the following amounts shall not be treated as Operating Expenses (and will not be subject to the Reimbursement Cap described in clause (b) above): the Management Fee, the Incentive Fee, organizational and offering expenses (which are separately subject to the Reimbursement Cap set forth in clause (a) above), investigative, travel, legal and other transactional expenses incurred with respect to the acquisition, formation, holding and disposition any fees it receives on behalf of the Company’s investments Administrator's provision of significant managerial assistance to those portfolio companies to which the Corporation is required to provide such assistance or incurred in connection with investments or transactions not consummated, amounts payable in connection with the Company’s borrowings (including interest, bank fees, legal fees and other transactional expenses related to any borrowing or borrowing facility and similar costs), costs and expenses relating to the liquidation of the Company, taxes, and extraordinary expenses (such as litigation expenses and indemnification payments to either the Adviser or the Administrator). If the Reimbursement Cap with regard to Operating Expenses applies in any year, the Reimbursement Cap shall be applied first to limit reimbursements to ii) the Administrator and the Adviser before applying the Reimbursement Cap to Company payments to other parties (so that the excess above receive any fees for providing such Reimbursement Cap is borne by the Administrator and/or the Adviser). If in any year, the amount of payments by the Company to persons other than the Administrator or the Adviser exceeds the Reimbursement Cap, the Company shall in all cases continue to pay to pay such other parties, but the Administrator shall reimburse such excess to the Companyassistance.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, subject to the Reimbursement Caps described below, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. Subject to the Reimbursement Caps, the Company The Corporation will bear (including by reimbursing the Adviser or Administrator) all costs and expenses of that are incurred in its operationsoperation, administration and transactionstransactions and not specifically assumed by the Adviser, includingpursuant to that certain Amended and Restated Investment Advisory and Management Services Agreement, without limitation: dated as of June 5, 2013 by and between the Corporation and the Adviser (a) organizational expenses the “Advisory Agreement”). Costs and expenses associated with to be borne by the issuance Corporation include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” of the Common Units; Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (b) for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation; the cost of calculating the Company’s net asset value (including value; the cost of effecting sales and expenses repurchases of any independent valuation firm); (c) shares of the Company’s common stock and other securities; management and incentive fees payable pursuant to Advisory Agreement; fees payable to third parties, including agents, consultants or and other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providing administrative services, monitoring the Company’s investments and performing due diligence reviews of prospective valuing investments and the corresponding portfolio companies; (e) costs associated with the Company’s reporting and compliance obligations under the Investment Company Actincluding third-party valuation firms), the Securities Exchange Act of 1934 and other applicable federal or state securities laws, (f) interest payable on debt, if any, incurred to finance the Company’s investments or operations; (g) expenses related to sales and purchases of the Company’s Units and other securities; (h) investment advisory and management fees; (i) administration fees, if any, payable under this Agreement; (j) transfer agent and custodial fees; , fees and expenses associated with marketing efforts (k) including attendance at investment conferences and similar events); federal and state registration fees; (l) costs associated with effecting a Spin-Off; (m) ; any exchange listing fees; federal, state and local taxes; (n) Independent Directors; independent directors’ fees and expenses and the costs associated with convening a meeting of the Board; (o) expenses; brokerage commissions; costs of any reports, proxy statements or other notices to Membersstatements; stockholders’ reports and notices; costs of preparing government filings, including printing periodic and mailing costs and current reports with the costs of any Members’ meetings, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; (p) the Company’s allocable portion of the SEC; fidelity bond, directors and officers/errors and omissions liability insurance, insurance and any other insurance premiums; (q) ; direct costs and expenses of administration, including printing, mailing, long distance copying, telephone, copying, secretarial and other staff, (r) fees of independent auditors accountants and outside legal costs; (s) compensation of other professionals (including employees of the Administrator) to the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; and (t) and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business. Subject to , including payments under this Agreement based upon the Reimbursement Caps (defined below), the Company shall also reimburse the Administrator (or its affiliates) for an Corporation’s allocable portion of the compensation paid by Administrator’s overhead in performing its obligations under this Agreement, including rent and the Administrator (or its affiliates) to allocable portion of the Companycost of the Corporation’s Chief Compliance Officer chief compliance officer and Chief Financial Officer chief financial officer and their respective administrative support staff (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. Notwithstanding the foregoing, the Company will not bear (a) more than an amount equal to 10 basis points of the aggregate Commitments of the Company for organization and offering expenses in connection with the offering of Units through the Closing Period and (b) in any calendar year more than an amount equal to 12.5 basis points of the aggregate Commitments of the Company per annum (pro rated for partial years) for its Operating Expenses (the caps described in (a) and (b), the “Reimbursement Caps”). For purposes of this Agreement, “Operating Expenses” include all the expenses borne by the Company as described above (whether incurred and payable to the Administrator or the Adviser) and amounts paid by the Company directly to third parties. However, the following amounts shall not be treated as Operating Expenses (and will not be subject to the Reimbursement Cap described in clause (b) above): the Management Fee, the Incentive Fee, organizational and offering expenses (which are separately subject to the Reimbursement Cap set forth in clause (a) above), investigative, travel, legal and other transactional expenses incurred with respect to the acquisition, formation, holding and disposition of the Company’s investments or incurred in connection with investments or transactions not consummated, amounts payable in connection with the Company’s borrowings (including interest, bank fees, legal fees and other transactional expenses related to any borrowing or borrowing facility and similar costs), costs and expenses relating to the liquidation of the Company, taxes, and extraordinary expenses (such as litigation expenses and indemnification payments to either the Adviser or the Administrator). If the Reimbursement Cap with regard to Operating Expenses applies in any year, the Reimbursement Cap shall be applied first to limit reimbursements to the Administrator and the Adviser before applying the Reimbursement Cap to Company payments to other parties (so that the excess above such Reimbursement Cap is borne by the Administrator and/or the Adviser). If in any year, the amount of payments by the Company to persons other than the Administrator or the Adviser exceeds the Reimbursement Cap, the Company shall in all cases continue to pay to pay such other parties, but the Administrator shall reimburse such excess to the Companystaffs.