Compensation; Allocation of Costs and Expenses Clause Samples
The "Compensation; Allocation of Costs and Expenses" clause defines how payments, reimbursements, and financial responsibilities are distributed between the parties under the agreement. It typically outlines what compensation is owed for services rendered, who is responsible for specific costs such as materials, travel, or third-party fees, and the process for invoicing and payment. By clearly specifying these financial obligations, the clause helps prevent disputes over money, ensures transparency, and allocates risk by making each party aware of their respective financial duties.
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Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein or otherwise in the Advisory Agreement, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, paid to the Adviser pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation (including salaries, bonuses, benefits), overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of the Administrator or any of its affiliates; and
(c) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to:
(i) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Fund’s systems and those of participating broker-dealers, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expen...
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, 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. The Administrator shall waive its right to be reimbursed in the event that any such reimbursements would cause any distributions to the Company’s stockholders to constitute a return of capital. If requested to perform significant managerial assistance to portfolio companies of the Company, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Company will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Company’s investment adviser (the “Advisor”), pursuant to that certain Investment Advisory Agreement, dated as of June 2, 2015 by and between the Company and the Advisor. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: (a) initial organization costs incurred prior to the commencement of the Company’s operations up to a maximum of $1.5 million; (b) operating costs incurred prior to the commencement of the Company’s operations; (c) calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); (d) fees and expenses, including travel expenses, incurred by the Advisor or payable to third parties in performing due diligence on prospective portfolio companies, monitoring the Company’s investments and, if necessary, enforcing the Company’s rights; (e) interest payable on debt, if any, incurred to finance the Company’s investments; (f) costs of effecting sales and repurchases of the Company’s common stock and other securities; (g) the base management fee and any incentive fee; (h) distributions on the Company’s common stock; (i) transfer agent and custody fees and expenses; (j) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (k) other expenses incurred by the Advisor, the Administrator or the Company in connection with administering its business, including payments made to third-party providers of goods or services; (l) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of ...
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, 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 (including costs and expenses incurred by the Administrator in connection with the delegation of its obligations hereunder to any Sub-Administrator), it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, dated as of November 11, 2021, as may be amended from time to time (the “Investment Advisory Agreement”) by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company will bear all costs and expenses that are incurred in its operation, administration and transactions, and not specifically assumed by the Adviser pursuant to the Investment Advisory Agreement. Costs and expenses to be borne by the Company include, but are not limited to, those relating to:
i) the cost of its organization and any offerings;
ii) the cost of calculating its net asset value, including the cost of any third-party valuation services;
iii) the cost of effecting any sales and repurchases of its common stock and other securities;
iv) fees and expenses payable under any underwriting agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging;
v) expenses, including travel expenses, incurred by the Adviser, or members of the investment team, or payable to third-parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights;
vi) management and incentive fees payable pursuant to the Investment Advisory Agreement;
vii) fees payable to third-parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms);
viii) costs, including legal fees, associated with compliance under cannabis laws;
ix) transfer agent and custodial fees;
x) fees and expenses associated with marketing efforts (including attendance at industry and investor conferences and similar events);
xi) federal and state registration fees;
xii) any stock exchan...
Compensation; Allocation of Costs and Expenses. (a) In full consideration for the provision of the services provided by the Administrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Company shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, for the Company’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the Company’s allocable portion of the cost of the Chief Financial Officer and Chief Compliance Officer of the Company, as well as the actual cost of goods and services used for the Company and obtained by the Administrator from entities not affiliated with the Company. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Company performed by it on behalf of the Company; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles.
(b) The Company shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by MS Capital Partners Adviser Inc. (the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of September 24, 2020 (as in effect from time to time, the “Investment Advisory Agreement”), by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: the Company’s initial organization costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any private offerings of the Company’s common stock, preferred stock and other securities; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing the Company’s rights; the base management fee payable under the Investment ...
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Except as specifically provided herein, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to:
(a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;
(b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and
(c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to:
(i) the cost of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”);
(ii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services;
(iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities;
(iv) fees and expenses payable under any dealer manager and placement agent agreements, if any;
(v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arra...
Compensation; Allocation of Costs and Expenses. (a) In full consideration for the provision of the services provided by the Administrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Fund shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, for the Fund’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the Fund’s allocable portion of the cost of the Chief Financial Officer and Chief Compliance Officer of the Fund, as well as the actual cost of goods and services used for the Fund and obtained by the Administrator from entities not affiliated with the Fund. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Fund performed by it on behalf of the Fund; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Fund on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles.
(b) The Fund shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income Adviser LLC (in such capacity, the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of September 30, 2024 (as in effect from time to time, the “Investment Advisory Agreement”), 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: the Fund’s initial organization costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings of the Fund’s common shares of beneficial interest (“Shares”) and other securities; calculating individual asset values and the Fund’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing the Fund’s rights; the management fee and any incentive fees payable ...
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 allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to the Fund under this Agreement, including the compensation of the Fund’s chief financial officer and chief compliance officer, and their respective staffs, the costs of employee compensation and related taxes, health insurance and other benefits, and such employees’ allocable portion of overhead. In addition, the Fund shall reimburse any affiliate of the Administrator for any costs and expenses incurred by such affiliate on behalf of the Administrator in connection with the Administrator’s provision of Services to the Fund under this Agreement. The Fund will bear all costs and expenses that are solely related to its operation, administration and transactions and not specifically assumed by the Fund’s investment adviser (the “Adviser”), as described further in the limited liability company agreement of the Fund, as amended and/or restated from time to time (the “LLC Agreement”).
Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, 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. The Company will bear all costs and expenses incurred in its organization, operation, administration and transactions and not (x) specifically assumed by Oaktree Fund Advisers, LLC (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated as of April 20, 2022 (the “Investment Advisory Agreement”) or (y) advanced and covered by the Adviser pursuant to that certain Expense Support and Conditional Reimbursement Agreement, dated as of February 3, 2022. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: (a) all costs, fees, expenses and liabilities incurred in connection with the formation and organization of the Company and the offering and sale of the Company’s common shares of beneficial interest (“Common Shares”), including expenses of registering or qualifying securities held by the Company for sale and blue sky filing fees, costs associated with technology integration between the Company’s systems and those of participating intermediaries, reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Company’s escrow agent and transfer agent, fees to attend retail seminars sponsored by participating intermediaries and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs, and, if necessary, enforcing rights in respect of investments (to the extent an investment opportunity is being considered for the Company and any other funds or accounts managed by the Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other funds and accounts pro rata based on the anticipated allocation of such investment opportunity between the Com...
Compensation; Allocation of Costs and Expenses a. In full consideration of the provision of the services of the Administrator, the Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations hereunder, which shall be equal to an amount based on the Fund’s allocable portion (subject to review and approval of the Board) of the Administrator’s overhead in performing its obligations under this Agreement, including the allocable portion of the cost of the Fund’s officers, including a chief financial officer and their staff. To the extent the Administrator outsources any of its functions to third parties, the Fund may pay the fees associated with such functions on a direct basis to such third parties without profit to the Administrator.
b. Unless the Administrator, on the one hand, or the Advisers, on the other, elect to bear or waive any of the following costs (in their sole and absolute discretion), the Fund will bear all other out-of-pocket costs and expenses of its operations and transactions, including, without limitation:
(i) the organization of the Fund;
(ii) calculating net asset value (including the cost and expenses of any independent third-party valuation firm);
(iii) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisers, or members of its investment teams, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;
(iv) fees and expenses incurred by the Advisers (and their affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Fund and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Fund’s investments and monitoring investments and portfolio companies on an ongoing basis;
(v) any and all fees, costs and expenses incurred in connection with the incurrence of leverage and indebtedness of the Fund, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Fund’s borrowings and indebtedness (including, without limitation, any fees, costs,...
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 certain costs and expenses incurred by the Administrator in performing its obligations, except as otherwise provided herein and in that certain Investment Advisory Agreement, by and between the Fund and the Adviser, as amended from time to time (the “Advisory Agreement”).