Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds. (b) Each Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the Company) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the Company's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expenses. (c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.
Appears in 3 contracts
Samples: Investment Advisory Agreement (Stock Car Stocks Mutual Fund Inc), Investment Advisory Agreement (Stockcar Stocks Mutual Fund Inc), Investment Advisory Agreement (Conseco Stock Car Stocks Mutual Fund Inc)
Allocation of Costs and Expenses. (a) The Adviser Lorillard shall pay the costs of rendering its services pursuant (or, to the terms extent incurred by and paid for by any member of this Agreementthe Loews Group, other than will promptly reimburse such member of the Loews Group for any and all amounts so paid) for:
(i) all fees, costs of securities and expenses (including brokerage commissionsfees and expenses of counsel) related to Lorillard’s organizational documents;
(ii) all fees, if anycosts and expenses (including fees and expenses of counsel) purchased by related to the Fundslisting of Lorillard common stock on any domestic or foreign securities exchange and associated costs;
(iii) all fees, costs and expenses (including fees and expenses of counsel) related to the preparation of (1) documents related to Lorillard’s employee benefit plans, retirement plans and equity-based plans to be in effect following the Separation, (2) the descriptions thereof in the Registration Statement and Prospectus, and (3) the “Management” section of the Registration Statement and Prospectus;
(iv) all fees, costs and expenses (including fees and expenses of counsel) of the independent accountants associated with the financial statements, management’s discussion and analysis of Lorillard’s financial condition and results of operation and the other financial information of Lorillard set forth in the Registration Statement and Prospectus; and
(v) 50% of the fees payable to Xxxxxx Brothers for financial advisory services in connection with the Separation.
(b) Each Fund Loews shall bear all expenses of its operation pay (including its proportionate share or, to the extent incurred by and paid for by any member of the general expenses Lorillard Group, will promptly reimburse such member of the CompanyLorillard Group for any and all amounts so paid) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, but are not limited to, for:
(i) organizational all fees, costs and offering expenses (including fees and expenses of counsel) related to the Fund Ruling Request;
(ii) all fees, costs and expenses incurred (including fees and expenses of counsel) of the independent accountants associated with the pro forma financial information of Loews set forth in the Registration Statement and Prospectus, and with the issuance of a comfort letter with respect to the Registration Statement;
(iii) 50% of the fees payable to Xxxxxx Brothers for financial advisory services in connection with the issuance of shares of the Fund; (ii) fees of the Company's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; Separation;
(iv) expenditures 100% of the fees payable to Xxxxxx Xxxxxxx & Co. Incorporated and X.X. Xxxxxx for financial advisory services in connection with meetings of shareholders and Directors, other than those called solely to accommodate the AdviserSeparation; and
(v) compensation and expenses of Directors who are not interested persons 100% of the Company or fees payable to any dealer manager in the Adviser ("Disinterested Directors"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expensesExchange Offer.
(c) Except as otherwise provided in Section 2.1(a) and Section 2.1(b), Lorillard and Loews shall each pay 50% of the aggregate fees, costs and expenses (including fees and expenses of counsel) incurred by them and their Subsidiaries in connection with the Separation, including, but not limited to:
(i) all fees, costs and expenses (including fees and expenses of counsel) related to the preparation, negotiation, execution, printing and filing, as required, of this Agreement and all of the other documents, agreements, forms, applications, contracts or consents related to the Separation;
(ii) all fees, costs and expenses (including fees and expenses of counsel) related to the preparation, printing, filing and distribution, as required, of the Registration Statement and Prospectus, including all fees, costs and expenses of complying with applicable federal, state or foreign securities laws and domestic or foreign securities exchange rules and regulations; and
(iii) all registration fees paid to the SEC in connection with the Registration Statement. To the extent that Loews or Lorillard previously shall have paid an amount in excess of its 50% share of the Adviser incurs any fees, costs which are an obligation of a Fund and expenses referred to in this Section 2.1(c), Lorillard or Loews, as set forth herein and the case may be, shall reimburse the other for such excess payment.
(d) The allocations provided for in this Section 2.1 shall not apply to the extent such that Article III, Article IV or Article VI otherwise address the responsibilities of any party with respect to any fees, costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costsor expenses.
Appears in 3 contracts
Samples: Separation Agreement (Lorillard, Inc.), Separation Agreement (Lorillard, Inc.), Separation Agreement (Loews Corp)
Allocation of Costs and Expenses. (a) The Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, other than including the costs of securities (including brokerage commissions, if any) purchased by fees paid to any sub-adviser which the Funds.
(b) Each Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation (operation, including its proportionate share of the general expenses of the Company) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; (ii) fees of the Company's custodian Fund s custodian, transfer and transfer shareholder servicing agent; (iii) costs and expenses of pricing and calculating the daily net asset value per share for each class of the shares of the Fund and of maintaining the books and records of account required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and DirectorsTrustees, other than those called solely to accommodate the Adviser; (v) compensation salaries of officers and fees and expenses of Directors Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Company Fund or the Adviser ("Disinterested Directors")Adviser; (vi) salaries of personnel involved in placing orders for the costs execution of any liability, uncollectible items the portfolio transactions of deposit and other the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or fidelity bondpersonnel of the Fund which inure to its benefit; (vii) the cost of preparing, printing, preparing and distributing prospectuses and statements of additional information, any supplements theretoprinting r e ports, proxy statements, statements and reports prospectuses of the Trust or other communications for existing distribution to its shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; all other charges and (xiii) costs associated with the Fund s operations, plus any extraordinary and non-recurring expenses.
(c) , except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of a the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costscosts and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services.
Appears in 3 contracts
Samples: Investment Advisory Agreement (Conseco Fund Group), Investment Advisory Agreement (Conseco Fund Group), Investment Advisory Agreement (Conseco Fund Group)
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the CompanyTrust) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the CompanyTrust's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and DirectorsTrustees, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors Trustees who are not interested persons of the Company Trust or the Adviser ("Disinterested DirectorsTrustees"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expenses.
(c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.
Appears in 3 contracts
Samples: Investment Advisory Agreement (Viking Mutual Funds), Investment Advisory Agreement (Conseco Fund Group), Investment Advisory Agreement (Conseco Fund Group)
Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Co-Advisor for any such costs and expenses that have been paid by the Co-Advisor, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to:
(a) The Adviser shall pay organizational expenses relating to borrowings and offerings of the costs Company’s securities and incurrences of rendering its services pursuant indebtedness, subject to the terms of limitations included in this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.;
(b) Each Fund shall bear all expenses the cost of its operation (including its proportionate share effecting sales and repurchases of the general expenses any securities of the Company;
(c) not specifically assumed expenses incurred by the Adviser. Expenses borne by each Fund shall includeCo-Advisor or any affiliate thereof payable to third parties, but are not limited including agents, consultants or other advisors (such as accountants and legal counsel);
(d) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments;
(e) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts;
(f) fees payable to third parties relating to, or associated with, making, monitoring, servicing and disposing of a Subsidiary’s investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments for a Subsidiary;
(g) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs);
(h) 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);
(i) organizational all costs and offering charges for equipment or services used in communicating information regarding the Company’s transactions among the Co-Advisor and any custodian or other agent engaged by the Company
(j) all costs associated with the provision of information technology services;
(k) federal and any state registration or notification fees;
(l) the costs of preparing, printing and mailing reports and other communications, including shareholder reports and notices or similar materials, to shareholders;
(m) interest payable on debt, if any, incurred to finance the Company’s investments;
(n) transfer agent and custodial fees;
(o) federal, state and local taxes;
(p) fees and expenses of Independent Trustees (as defined below);
(q) overhead costs, including rent, office supplies, utilities and capital equipment;
(r) costs of preparing and filing reports or other documents required by the Fund any governmental agency;
(s) costs of fidelity bond, directors and expenses incurred in connection with the issuance of shares of the Fund; officers/errors and omissions liability insurance and other insurance premiums;
(iit) fees of the Company's custodian and transfer agent; (iii) direct costs and expenses of pricing administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and calculating the net asset value per share for each class of the Fund other and of maintaining the books staff, independent auditors and records required by the 1940 Act; outside legal costs;
(ivu) expenditures in connection fees and expenses associated with meetings of shareholders independent audits, outside legal costs, and Directorstax returns, other than those called solely to accommodate the Adviser; including compliance with applicable federal and state laws;
(v) compensation internal legal expenses (including those expenses associated with attending and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"); (vi) the costs of any liabilitypreparing for board meetings, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printingas applicable, and distributing prospectuses generally serving as counsel to the Company)
(w) costs associated with the Company’s reporting and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund compliance obligations under applicable federal and state securities laws; , including the cost of third-party service providers and any compliance program audit programs;
(xix) brokerage commissions; commissions for the Company’s investments;
(xiiy) taxes and governmental fees; and computer software specific to the business of the Company;
(xiiiz) extraordinary and any unreimbursed expenses incurred in connection with transactions not consummated;
(aa) the costs of responding to regulatory requests;
(bb) routine non-recurring expenses.compensation overhead expenses of the Co-Advisor and or any affiliate thereof in connection with administering the Company’s business;
(ccc) To all other expenses incurred by the extent Company or the Adviser incurs Co-Advisor, or by any costs which are an obligation affiliate thereof that the Co-Advisor has arranged to provide services to the Company, in connection with the administration of a Fund as set forth herein the Company’s business, including expenses incurred by the Co-Advisor or any affiliate thereof in performing the Co-Advisor’s obligations under this Agreement and the reimbursement of the allocable portion of the compensation of the Company’s chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent such that they are not a person with a controlling interest in the Co-Advisor or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and
(dd) any expenses incurred outside of the ordinary course of business, including, without limitation, costs have been reasonably renderedincurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the Fund shall promptly reimburse the Adviser for such costsCompany’s respective organizational documents.
Appears in 3 contracts
Samples: Investment Co Advisory Agreement (NorthStar Real Estate Capital Income Master Fund), Investment Co Advisory Agreement (NorthStar Real Estate Capital Income Fund), Investment Co Advisory Agreement (NorthStar Real Estate Capital Income Fund-T)
Allocation of Costs and Expenses. (a) The Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, other than including the costs of securities (including brokerage commissions, if any) purchased by fees paid to any sub-adviser which the Funds.
(b) Each Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation (operation, including its proportionate share of the general expenses of the Company) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; (ii) fees of the CompanyFund's custodian custodian, transfer and transfer shareholder servicing agent; (iii) costs and expenses of pricing and calculating the daily net asset value per share for each class of the shares of the Fund and of maintaining the books and records of account required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and DirectorsTrustees, other than those called solely to accommodate the Adviser; (v) compensation salaries of officers and fees and expenses of Directors Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Company Fund or the Adviser ("Disinterested Directors")Adviser; (vi) salaries of personnel involved in placing orders for the costs execution of any liability, uncollectible items the portfolio transactions of deposit and other the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or fidelity bondpersonnel of the Fund which inure to its benefit; (vii) the cost of preparing, printing, preparing and distributing prospectuses and statements of additional information, any supplements theretoprinting reports, proxy statements, statements and reports prospectuses of the Trust or other communications for existing distribution to its shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; all other charges and (xiii) costs associated with the Fund's operations, plus any extraordinary and non-recurring expenses.
(c) , except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of a the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costscosts and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services.
Appears in 3 contracts
Samples: Investment Advisory Agreement (Conseco Fund Group), Investment Advisory Agreement (Conseco Fund Group), Investment Advisory Agreement (Conseco Fund Group)
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the Company) not specifically expressly assumed by TFS hereunder incurred in the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses operation of the Fund and the offering of its shares. Without limiting the foregoing, the Fund shall bear: compensation of Trustees/Directors not affiliated with TFS; governmental fees; interest charges; any expenses incurred in connection with any preferred shares or any form of leverage; taxes (including issue and transfer taxes chargeable to the issuance Fund in connection with securities transactions to which the Fund or a Portfolio is a party); membership dues in the Investment Company Institute or other trade association allocable to the Fund; fees and expenses of shares the Fund’s independent auditors, of legal counsel and of any custodian, distributor, investment adviser, subadviser, shareholder servicing agent, transfer agent, registrar or dividend disbursing agent, fund accounting or other agent or service provider of the Fund; (ii) fees of the Company's custodian and transfer agent; (iii) costs and expenses of pricing issuing, distributing and calculating the net asset value per share for each class redeeming shares of the Fund and of maintaining the books and records required by the 1940 Actservicing shareholder accounts; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"); (vi) the costs of any liabilitytypesetting, uncollectible items of deposit producing, filing, printing and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing mailing prospectuses and statements of additional information, any supplements theretoreports, notices, proxy statements and reports to shareholders and governmental officers and commissions (including costs of software designed to manage the content and data of registration statements, including Command Automated Publishing System and reports Confluence software and XBRL related software); costs and expenses related to new services mandated by law to be provided to the Fund; expenses of producing and mailing agendas and supporting documents for existing shareholdersmeetings of Trustees/Directors and committees of Trustees/Directors; costs of meetings of the Board of Trustees/Directors or any committee thereof; expenses connected with the execution, recording and settlement of portfolio security transactions (viii) legal, auditing, including brokerage commissions and accounting feesdealer xxxx-ups chargeable to the Fund or a Portfolio); insurance premiums (ix) trade association duesincluding premiums on the fidelity bond insuring the Fund); (x) filing fees and expenses of registering the Fund’s custodian for all services to the Fund, including safekeeping of funds and securities and maintaining registration required books and accounts; charges and expenses for pricing and appraisal services; compensation of any employee of the Fund retained by the Trustees/Directors to perform services on behalf of the Fund; any direct charges to shareholders approved by the Trustees/Directors of the Fund; expenses of calculating the net asset value of shares of the Fund; expenses of shareholder meetings; expenses relating to the issuance, registration and qualification shares of the Trust (including any fees and expenses involved in registering and maintaining registrations of the Fund or its shares with federal regulatory agencies, state or blue sky securities agencies and foreign jurisdictions); any fees or other expenses of listing the Fund’s shares on the New York Stock Exchange or any other securities exchange; fees payable under applicable federal this Agreement; travel expenses of officers and state securities lawsmembers of the Board; (xi) brokerage commissionswebsite costs; (xii) taxes and governmental feeslitigation costs; and other extraordinary or nonrecurring expenses. To the extent TFS bears any of the foregoing expenses, the Fund will reimburse TFS for such expenses.
(xiiib) extraordinary TFS shall pay all expenses expressly agreed to herein. Except as TFS and non-recurring expenseseach Fund otherwise agree, TFS shall pay all costs of its personnel performing services hereunder. In addition, TFS shall pay costs of office space, telephones and other office equipment used to perform services hereunder, and such other costs and expenses as TFS and each Fund shall agree from time to time.
(c) To Notwithstanding Section 3(a) above, in the extent the Adviser incurs any costs which are an obligation case of a Fund as set forth herein TST, TPFG and to the extent such costs have been reasonably renderedTPFG II, the Fund compensation payable under Section 4 hereof includes compensation for transfer agency services. Each of TST, TPFG and TPFG II shall promptly reimburse pay any associated expenses (these expenses are currently netted from the Adviser for such costsadministrative services fee, in the case of TPFG and TPFG II).
Appears in 3 contracts
Samples: Administrative Services Agreement (Transamerica Funds), Administrative Services Agreement (Transamerica Funds), Administrative Services Agreement (Transamerica Series Trust)
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund shall Company will bear all costs and expenses of that are incurred in its operation (including its proportionate share of the general expenses of the Company) and transactions and not specifically assumed by the Adviser. Expenses borne Company’s investment adviser (the “Investment Manager”) pursuant to an investment advisory agreement to be entered into by each Fund shall includeand between the Company and the Investment Manager concurrent herewith (the “Investment Management Agreement”), but are not limited including those relating to, :
(ia) organizational and offering expenses of the Fund Company;
(b) fees and expenses, including reasonable travel expenses, actually incurred by the Investment Manager or payable to third parties related to the investments of the Company, including, among others, professional fees (including the fees and expenses of counsel, consultants and experts) and fees and expenses relating to, or associated with, evaluating, monitoring, researching and performing due diligence on investments and prospective investments (including payments to third party vendors for financial information services);
(c) out-of-pocket fees and expenses, including reasonable travel expenses, actually incurred by the Investment Manager or payable to third parties related to the provision of managerial assistance to those portfolio companies of the Company that the Company agrees to provide such services to under the Investment Company Act (exclusive of the compensation of any investment professionals of the Investment Manager);
(d) interest or other costs associated with debt, if any, incurred to finance the Company’s business;
(e) fees and expenses incurred by the Company in connection with the issuance of shares of the Fund; Company’s membership in investment company organizations;
(iif) brokers’ commissions;
(g) investment advisory and management fees;
(h) fees of and expenses associated with calculating the Company's custodian and transfer agent; ’s net asset value (iii) including the costs and expenses of pricing any independent valuation firm);
(i) fees and calculating the net asset value per share for each class expenses relating to offerings of the Fund Company’s common stock and other securities;
(j) legal, auditing or accounting expenses;
(k) federal, state and local taxes and other governmental fees;
(l) the fees and expenses of the Administrator (or any successor administrator thereto), any sub-administrator to the Company, the Company’s transfer agent or sub-transfer agent, and any other amounts payable under this Agreement or any similar administration agreement or sub-administration agreement to which the Company may become a party;
(m) the cost of preparing stock certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of securities of the Company;
(n) the expenses of and fees for registering or qualifying shares of the Company for sale and of maintaining the books registration of the Company and records required by registering the 1940 Act; Company as a broker or a dealer;
(ivo) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation fees and expenses of Directors the directors of the Company who are not interested persons of (as defined in the Investment Company or the Adviser Act);
("Disinterested Directors"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (viip) the cost of preparingpreparing and distributing reports, proxy statements and notices to shareholders, the SEC and other governmental or regulatory authorities;
(q) costs of holding shareholder meetings;
(r) listing fees;
(s) the fees or disbursements of custodians of the Company’s assets, including expenses incurred in the performance of any obligations enumerated by the certificate of incorporation or bylaws of the Company insofar as they govern agreements with any such custodian;
(t) any amounts payable to the Administrator under this Agreement;
(u) the Company’s allocable portion of the costs associated with maintaining any computer software, hardware or information technology services (including information systems, Bloomberg or similar terminals, cybersecurity and related consultants and email retention) that are used by the Company or by the Investment Manager, the Administrator or their respective affiliates on behalf of the Company (which allocable portion shall exclude any such costs related to investment professionals of the Investment Manager providing services to the Company hereunder);
(v) the Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;
(w) direct costs and expenses incurred by the Company, the Investment Manager or the Administrator in connection with the performance of administrative services on behalf of the Company, including printing, mailing, long distance telephone, cellular phone and distributing prospectuses data service, copying, secretarial and statements of additional informationother staff, any supplements thereto, proxy statements, independent auditors and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; outside legal costs;
(x) filing fees all other expenses incurred by the Company, the Investment Manager or the Administrator in connection with administering the Company’s business (including payments under the Administration Agreement between the Company and the Administrator based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs (including reasonable travel expenses); and
(y) costs incurred by the Company in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Company, including pursuant to Section 6 of the Advisory Agreement, and the amount of any judgment or settlement paid in connection therewith, or the enforcement of the Company’s rights against any person and indemnification or contribution expenses payable by the Company to any person and other extraordinary expenses of registering and maintaining registration of shares the Company not incurred in the ordinary course of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expensesCompany’s business.
(c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.
Appears in 3 contracts
Samples: Subscription Agreement, Administration Agreement (Great Elm Capital Corp.), Subscription Agreement
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the Company) not specifically expressly assumed by TAM hereunder incurred in the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses operation of the Fund and the offering of its shares. Without limiting the foregoing, the Fund shall bear: compensation of Trustees not affiliated with TAM; governmental fees; interest charges; any expenses incurred in connection with any preferred shares or any form of leverage; taxes (including issue and transfer taxes chargeable to the issuance Fund in connection with securities transactions to which the Fund or a Portfolio is a party); membership dues in the Investment Company Institute or other trade association allocable to the Fund; fees and expenses of shares the Fund’s independent auditors, of legal counsel and of any custodian, distributor, investment adviser, subadviser, shareholder servicing agent, transfer agent, registrar or dividend disbursing agent, fund accounting or other agent or service provider of the Fund; (ii) fees of the Company's custodian and transfer agent; (iii) costs and expenses of pricing issuing, distributing and calculating the net asset value per share for each class redeeming shares of the Fund and of maintaining the books and records required by the 1940 Actservicing shareholder accounts; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"); (vi) the costs of any liabilitytypesetting, uncollectible items of deposit producing, filing, printing and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing mailing prospectuses and statements of additional information, any supplements theretoreports, notices, proxy statements and reports to shareholders and governmental officers and commissions (including costs of software and systems designed to manage the content and data of registration statements, including publishing systems and reports XBRL related software); costs and expenses related to new services mandated by law or any regulatory authority to be provided to the Fund; expenses of producing and mailing agendas and supporting documents for existing shareholdersmeetings of Trustees and committees of Trustees; costs of meetings of the Board of Trustees or any committee thereof; expenses connected with the execution, recording and settlement of portfolio security transactions (viii) legal, auditing, including brokerage commissions and accounting feesdealer xxxx-ups chargeable to the Fund or a Portfolio); insurance premiums (ix) trade association duesincluding premiums on the fidelity bond insuring the Fund); (x) filing fees and expenses of registering the Fund’s custodian for all services to the Fund, including safekeeping of funds and securities and maintaining registration required books and accounts; charges and expenses for pricing and appraisal services; compensation of any employee of the Fund retained by the Trustees to perform services on behalf of the Fund; any direct charges to shareholders approved by the Trustees of the Fund; expenses of calculating the net asset value of shares of the Fund; expenses of shareholder meetings; expenses relating to the issuance, registration and qualification shares of the Trust (including any fees and expenses involved in registering and maintaining registrations of the Fund or its shares with federal regulatory agencies, state or blue sky securities agencies and foreign jurisdictions); any fees or other expenses of listing the Fund’s shares on the New York Stock Exchange or any other securities exchange; fees payable under applicable federal this Agreement; travel expenses of officers and state securities lawsmembers of the Board; (xi) brokerage commissionswebsite costs; (xii) taxes and governmental feeslitigation costs; and other extraordinary or nonrecurring expenses. To the extent TAM bears any of the foregoing expenses, the Fund will reimburse TAM for such expenses.
(xiiib) extraordinary TAM shall pay all expenses expressly agreed to herein. Except as TAM and non-recurring expenseseach Fund otherwise agree, TAM shall pay all costs of its personnel performing services hereunder. In addition, TAM shall pay costs of office space, telephones and other office equipment used to perform services hereunder, and such other costs and expenses as TAM and each Fund shall agree from time to time.
(c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably renderedNotwithstanding Section 3(a) above, the compensation payable under Section 4 hereof includes compensation for transfer agency services. Each Fund shall promptly reimburse pay any associated expenses (these expenses are currently netted from the Adviser for such costsadministrative services fee).
Appears in 2 contracts
Samples: Administrative Services Agreement (Transamerica Partners Funds Group), Administrative Services Agreement (Transamerica Partners Funds Group Ii)
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund Company shall bear all costs and expenses of that are incurred in its operation (including its proportionate share of the general expenses of the Company) and transactions and not specifically assumed by Eagle Point Credit Management LLC (the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of July 10, 2018, by and between the Company and the Adviser, as the same may be amended from time to time (the “Investment Advisory Agreement”). Expenses Costs and expenses to be borne by each Fund shall the Company include, but are shall not be limited to, those relating to: (ia) the Company’s organizational costs and offering expenses costs incurred prior to the completion of the Fund and expenses incurred in connection with the issuance its initial public offering up to a maximum of shares of the Fund$750,000; (iib) fees of calculating the Company's custodian and transfer agent; ’s net asset value (iii) including the costs and expenses of any independent valuation firm or pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"service); (vic) interest payable on debt, if any, incurred to finance the Company’s investments; (d) fees and expenses, including legal fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Company’s investments and, if necessary, enforcing the Company’s rights; (e) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (f) brokerage fees and commissions; (g) federal and state registration fees; (h) exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Company’s common stock and other securities; (k) the management fee payable under the Investment Advisory Agreement; (l) distributions on the Company’s common stock and other securities; (m) administration fees payable to the Administrator under this Agreement; (n) transfer agent and custody fees and expenses; (o) independent director fees and expenses; (p) the costs of any liabilityreports, uncollectible items proxy statements or other notices to the Company’s securityholders, including printing costs; (q) the costs of deposit holding stockholder meetings; (r) litigation, indemnification and other insurance non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) dues, fees and charges of any trade association of which the Company is a member; (u) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (v) fees and expenses associated with independent audits and outside legal costs; (w) the Company’s fidelity bond; (viix) the cost of preparing, printingdirectors and officers/errors and omissions liability insurance, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholdersother insurance premiums; (viiiy) legal, auditing, costs associated with the Company’s reporting and accounting fees; (ix) trade association dues; (x) filing fees compliance obligations under the 1940 Act and expenses of registering and maintaining registration of shares of the Fund under applicable U.S. federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiiiz) extraordinary all other expenses reasonably incurred by the Company or the Administrator in connection with administering the Company’s business, such as the allocable portion of overhead and non-recurring expenses.
(c) other expenses incurred by the Administrator in performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the costs of compensation and related expenses of the Company’s chief compliance officer, chief financial officer, chief operating officer and their respective support staff. To the extent the Adviser incurs Administrator outsources any costs which are an obligation of its functions, the Company shall pay the fees associated with such functions on a Fund as set forth herein and direct basis, without profit to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costsAdministrator.
Appears in 2 contracts
Samples: Administration Agreement (Eagle Point Income Co LLC), Administration Agreement
Allocation of Costs and Expenses. (a) The Adviser Except as otherwise provided in the Related Agreements, Primerica shall pay for all fees, costs and expenses incurred by Primerica or any of its Subsidiaries in connection with the Transactions, and Citigroup shall pay for all fees, costs and expenses incurred by any member of rendering its services pursuant to the terms of this Agreement, other than Citigroup Affiliated Group in connection with the costs of securities (including brokerage commissions, if any) purchased by the FundsTransactions.
(b) Each Fund Notwithstanding Section 2.1(a) or Section 2.1(c) hereof, Citigroup shall bear all expenses pay (or to the extent incurred prior to the date hereof and paid for by Primerica or any of its operation (including its proportionate share Subsidiaries, will promptly reimburse Primerica or such Subsidiary for any and all amounts so paid upon receipt of the general expenses of the Company) not specifically assumed by the Adviser. Expenses borne by each Fund shall includean invoice or similar documentation), but are not limited tofor all fees, (i) organizational and offering expenses of the Fund costs and expenses incurred in connection with prior to the issuance of shares of the Fund; (ii) fees of the Company's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"date hereof as set forth on Schedule 2.1(b); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expenses.
(c) To Notwithstanding Section 2.1(a) or Section 2.1(b) hereof, Primerica shall pay (or to the extent incurred and paid for by any member of the Adviser incurs Citigroup Affiliated Group, will promptly reimburse such member of the Citigroup Affiliated Group for any and all amounts so paid upon receipt of an invoice or similar documentation), for all the fees, costs which are an obligation of a Fund and expenses incurred prior to the date hereof as set forth herein and on Schedule 2.1(c).
(d) Citigroup shall, to the extent commercially available and for a claims reporting period of six years from the effective date of the Initial Public Offering, arrange directors’ and officers’ liability insurance or “Tail Insurance,” applicable to acts occurring at or prior to such costs date, substantially upon the terms set forth in Schedule 2.1(d). Such insurance shall provide protection to directors and officers of Primerica and its Subsidiaries as respects their non-indemnifiable acts or omissions and shall provide protection to Primerica as respects indemnifiable acts or omissions of such insured directors and officers, and protection to Primerica for entity securities related claims. Such Tail Insurance shall be primary to any protection that could be available under Citigroup’s directors’ and officers’ liability insurance. The Tail Insurance shall be placed with insurers that have been an AM Best rating of no less than A-, VII, or equivalent S&P rating. Citigroup shall have total control and management over the negotiation and placement of such insurance coverage; provided that the coverage shall be reasonably rendered, the Fund shall promptly reimburse the Adviser for such costsacceptable to Primerica.
Appears in 2 contracts
Samples: Intercompany Agreement (Primerica, Inc.), Intercompany Agreement (Primerica, Inc.)
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the CompanyTrust) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the Company's Trust’s custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and DirectorsTrustees, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors Trustees who are not interested persons of the Company Trust or the Adviser ("“Disinterested Directors"Trustees”); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expenses.
(c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Viking Mutual Funds), Investment Advisory Agreement (Viking Mutual Funds)
Allocation of Costs and Expenses. (a) The Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, other than including the costs of securities (including brokerage commissions, if any) purchased by fees paid to any Sub-Adviser which the Funds.
(b) Each Fund Adviser may retain and any value added taxes due in connection therewith. The Portfolios and the Funds shall bear and pay for all other expenses of its operation (their operation, including its proportionate share of the general expenses of the Company) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fundshares; (ii) fees of the Company's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the daily net asset value per share for each class of the Fund shares and of maintaining the books and records of account required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and DirectorsTrustees, other than those called solely to accommodate the Adviser; (v) compensation salaries of officers and fees and expenses of Directors Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Company Trust or the Adviser ("Disinterested Directors")Adviser; (vi) salaries of personnel involved in placing orders for the costs execution of any liability, uncollectible items portfolio transactions; insurance premiums on property or personnel of deposit the Portfolios and other insurance or fidelity bondthe Funds which inure to their benefit; (vii) the cost of preparing, printing, preparing and distributing prospectuses and statements of additional information, any supplements theretoprinting reports, proxy statements, statements and reports prospectuses of the Trust or other communications for existing distribution to its shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing the Trust's portion of any Rule 24f-2 fees under the 1940 Act; fees and expenses of registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; all other charges and (xiii) costs associated with the Portfolios' and the Funds' operations, plus any extraordinary and non-recurring expenses.
(c) , except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of a Fund the Portfolios and the Funds as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund Portfolios and the Funds shall promptly reimburse the Adviser for such costscosts and expenses, and (b) the Adviser shall be entitled to recover from the Portfolios and the Funds the actual costs incurred by the Adviser in rendering such services subject to any limitation on expenses set forth in the Registration Statement. The Portfolios, as shareholders of the underlying Funds, will indirectly bear a proportionate share of any investment advisory fees and other expenses paid by the underlying Funds.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Providian Series Trust), Investment Advisory Agreement (Providian Series Trust)
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund Company shall bear all costs and expenses for the administration of its operation (including its proportionate share of business and shall reimburse the general Administrator for any such costs and expenses of the Company) not specifically assumed that have been incurred by the AdviserAdministrator on behalf of such Company on the terms and conditions set forth in Section 5. Expenses borne by each Fund These costs and expenses shall include, but are not be limited to: 3
(a) office administration; (b) allocable portion of expenses and rent pertaining to the Administrator’s duties performed hereunder; (c) allocable portion of salaries, rent and expenses, including board meeting travel expenses, of executive officers of the Administrator also serving in the capacity of chief financial officer and chief compliance officer of each Company (subject to approval by a majority of the Independent Trustees); (d) costs associated with the monitoring and preparation of regulatory reporting, including registration statement amendments, prospectus supplements, and tax reporting; (e) costs and expenses related to preparation for, and conducting of, board of trustees and annual shareholder meetings, secretarial services, oversight of corporate calendar, shareholder and trustee communications and services; (f) costs and expenses related to soliciting and oversight of risk management protocols, including fidelity bonds, and trustees and officers insurance policies; (g) costs and expenses related to coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto; and (h) costs and expenses related to preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications. The Administrator shall use commercially reasonable efforts to prepare, prior to each fiscal year end of a Company, an estimated budget for anticipated costs and expenses related hereunder in such form and substance as shall be requested by the Boards. Each Company acknowledges that this estimated budget is for reporting purposes only and it shall remain obligated to reimburse the Administrator, subject to the limitations below, for any costs and expenses that may exceed the initial or any amended budget as approved by the Boards (the “Approved Budget”). The Administrator shall obtain subsequent approval from the Boards prior to incurring any material expense not otherwise specified in the Approved Budget. For purposes of this section, “material expense” shall mean any expense which individually or as a series of related expenses, exceeds the greater of (i) $50,000 or (ii) 5% of the Approved Budget. The Administrator acknowledges that it shall be responsible for ensuring that (i) any reimbursement to the Master Company’s investment adviser and/or sub-adviser, or any other person for deferred Organization and Offering Expenses, if any, shall not exceed the eighteen percent (18%) limitation on Front End Fees (as defined in each Company’s Declaration of Trust), regardless of the source of payment, and (ii) the percentage of gross proceeds of any offering committed to investment shall be at least eighty-two percent (82%). All items of compensation to underwriters or dealers, including, but not limited to, selling commissions, trailing commissions (i) organizational i.e., distribution and offering expenses shareholder service fees), consulting fees, finders’ fees and all other items of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the Company's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"); (vi) the costs of any liabilitykind or description paid by a Company, uncollectible items directly or indirectly, shall be taken into consideration in computing the amount of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expensesallowable Front End Fees.
(c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.
Appears in 2 contracts
Samples: Administrative Services Agreement (Carey Credit Income Fund - I), Administrative Services Agreement (Carey Credit Income Fund)
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the Company) not specifically expressly assumed by TFS incurred in the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses operation of the Fund and the offering of its shares. Without limiting the foregoing, the Fund shall bear compensation of Trustees not affiliated with TFS; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Fund; fees and expenses incurred in connection with of the issuance Fund’s independent auditors, of shares legal counsel and of any custodian, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Fund; (ii) fees of the Company's custodian and transfer agent; (iii) costs and expenses of pricing distributing and calculating the net asset value per redeeming share for each class of the Fund and of maintaining the books and records required by the 1940 Actservicing shareholder accounts; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, printing and distributing mailing prospectuses and statements of additional information, any supplements theretoreports, notices, proxy statements, statements and reports to shareholders and governmental officers and commissions; expenses of preparing and mailing agendas and supporting documents for existing shareholdersmeetings of Trustees and committees of Trustees; (viii) legalexpenses connected with the execution, auditing, recording and accounting feessettlement of portfolio security transactions; (ix) trade association duesinsurance premiums; (x) filing fees and expenses of registering the Fund’s custodian for all services to the Fund, including safekeeping of funds and securities and maintaining registration required books and accounts; expenses of calculating the net asset value of shares of the Fund under applicable federal and state securities lawsFund; (xi) brokerage commissions; (xii) taxes and governmental feesexpenses of shareholder meetings; and (xiii) extraordinary expenses relating to the issuance, registration and non-recurring qualification shares of the Trust. To the extent TFS bears any of the foregoing expenses, the Fund will reimburse TFS for such expenses.
(cb) To TFS shall pay all expenses incurred by it in the extent performance of its duties under this Agreement. Without limiting the Adviser incurs any costs which foregoing, TFS shall pay the entire salaries and wages of all the Fund’s Trustees, officers and agents who are an obligation affiliated with TFS, and the wages and salaries of a Fund as set forth herein and such persons shall not be deemed to the extent such costs have been reasonably rendered, be expenses incurred by the Fund shall promptly reimburse the Adviser for such costspurposes of Section 3(a).
Appears in 2 contracts
Samples: Administrative Services Agreement (Diversified Investors Funds Group Ii), Administrative Services Agreement (Diversified Investors Funds Group)
Allocation of Costs and Expenses. (a) The Sub-Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, other than . The Portfolios and the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund Funds shall bear and pay for all other expenses of its operation (operation, including its proportionate share of the general expenses of the Company) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fundshares; (ii) fees of the Company's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the daily net asset value per share for each class of the Fund shares and of maintaining the books and records of account required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and DirectorsTrustees, other than those called solely to accommodate the Sub-Adviser; (v) compensation salaries of officers and fees and expenses of Directors Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Company Trust, the Adviser or the Adviser ("Disinterested Directors")Sub-Adviser; (vi) salaries of personnel involved in placing orders for the costs execution of any liability, uncollectible items portfolio transactions; insurance premiums on property or personnel of deposit the Portfolios and other insurance or fidelity bondthe Funds which inure to their benefit; (vii) the cost of preparing, printing, preparing and distributing prospectuses and statements of additional information, any supplements theretoprinting reports, proxy statements, statements and reports prospectuses of the Trust or other communications for existing distribution to its shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing the Trust's portion of any Rule 24f-2 fees under the 1940 Act; fees and expenses of registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; all other charges and (xiii) costs associated with the Portfolios' and the Funds' operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. The Portfolios, as shareholders of the underlying Funds, will indirectly bear a proportionate share of any investment advisory fees and other expenses paid by the underlying Funds.
(c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Providian Series Trust), Investment Sub Advisory Agreement (Providian Series Trust)
Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses which have been paid by the Administrator on behalf of the Company on the terms and conditions set forth in Section 5. These costs and expenses shall include, but not be limited to:
(a) The Adviser shall pay corporate, organizational and offering expenses relating to offerings of the costs of rendering its services pursuant Company’s common stock, subject to limitations included in the terms of this Agreementinvestment advisory agreement entered into between the Company and SIC Advisors LLC, other than the costs of securities (including brokerage commissionsdated __________, if any) purchased by the Funds.2011;
(b) Each Fund shall bear all expenses the cost of its operation (including its proportionate share of the general expenses of calculating the Company’s net asset value, including the related fees and cost of any third-party valuation services;
(c) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational cost of effecting sales and offering expenses of the Fund and expenses incurred in connection with the issuance repurchases of shares of the Fund; Company’s common stock and other securities;
(iid) fees of payable to third parties relating to, or associated with, monitoring the Company's custodian ’s financial and legal affairs, making investments, and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments;
(e) interest payable on debt, if any, incurred to finance the Company’s investments;
(f) federal and state registration fees and any stock exchange listing fees;
(g) transfer agent; agent and custodial fees;
(iiih) fees and expenses associated with marketing efforts;
(i) federal, state and local taxes;
(j) independent directors’ fees and expenses, including travel expenses;
(k) costs of director and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements theretostockholder meetings, proxy statements, stockholders’ reports and notices;
(l) costs of fidelity bond, directors and officers/errors and omissions liability insurance and other types of insurance;
(m) direct costs, including those relating to printing of stockholder reports for existing shareholders; and advertising or sales materials, mailing, long distance telephone and staff;
(viiin) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses associated with independent audits and outside legal costs, including compliance with the Sxxxxxxx-Xxxxx Act of registering 2002, the 1940 Act and maintaining registration of shares of the Fund under applicable federal and state securities laws; ;
(xio) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expenses.commissions for the Company’s investments;
(cp) To all other expenses incurred by the extent Company or the Adviser incurs any costs which Administrator in connection with administering the Company’s business, including expenses incurred by the Administrator in performing its obligations; and
(q) the reimbursement of the compensation of the Company’s chief financial officer and chief compliance officer, whose salaries are an obligation of a Fund as set forth herein and paid by the Administrator, to the extent that each such costs have been reasonably renderedreimbursement amount is subject to the limitations included in this Agreement. The Administrator acknowledges that it shall be responsible to ensure that (i) any reimbursement to the Company’s investment advisers and/or sub-advisers, or any other person for deferred Organization and Offering Expenses (as defined in the Fund Articles of Incorporation), including any interest thereon, if any, shall promptly reimburse not exceed the Adviser for such costs18% limitation on Front End Fees (as defined in the Articles of Incorporation), regardless of the source of payment, and (ii) the percentage of gross proceeds of any offering committed to investment shall be at least eighty-two percent (82%). All items of compensation to underwriters or dealers, including, but not limited to, selling commissions, expenses, rights of first refusal, consulting fees, finders’ fees and all other items of compensation of any kind or description paid by the Company, directly or indirectly, shall be taken into consideration in computing the amount of allowable Front End Fees.
Appears in 2 contracts
Samples: Administration Agreement (Sierra Income Corp), Administration Agreement (Sierra Income Corp)
Allocation of Costs and Expenses. (a) The Adviser Advisor hereby agrees that it shall pay on behalf of the costs Trust and the Funds all of rendering its the expenses incurred by the Trust and the Funds, as applicable, in connection with their operations except for such transfer agency, sub-accounting, recordkeeping, and administrative services pursuant which are to be provided by the Advisor or an affiliate of the Advisor under separate transfer agency and administrative services agreements between the Fund and the Advisor or affiliate, as applicable, which are or have been approved by the Board of Trustees, including all of the independent trustees. At the Trust's request the Advisor shall also furnish to the terms Trust, at the expense of this Agreementthe Advisor, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Boards of Trustees. These services will include, among other than things, the maintenance (but not preparation) of the Trust's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the SEC and Trust shareholders. The Advisor also will furnish, at the Advisor's expense, such office space, equipment and facilities as may be reasonably requested by the Trust from time to time. Without limiting the generality of the foregoing, such costs and expenses payable by the Advisor include the following, unless the Board of securities (including brokerage commissions, if any) purchased Trustees approves any of the following costs and expenses being paid directly by the Funds.:
(b1) Each Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the Company) not specifically assumed by the Adviser. Expenses borne by each Fund shall includefees, but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the Company's custodian and transfer agent; (iii) costs charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, independent pricing services and calculating legal counsel for the net asset value per share Trust or for each class any Fund;
(2) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Trust or any Fund to Federal, state, county, city, or other governmental agents;
(3) the fees and expenses involved in maintaining the registration and qualification of the Fund Trust and of maintaining the books and records required its shares under laws administered by the 1940 Act; (iv) expenditures in connection with meetings SEC or Re: Consideration of shareholders Changes to the Portfolios of ATST under other applicable regulatory requirements, including the preparation and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses printing of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information;
(4) the compensation and expenses of the trustees of the Trust;
(5) the costs of printing and distributing reports, any supplements theretonotices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and reports for existing other communications to the Trust's shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and as well as all expenses of registering shareholders' meetings and maintaining trustees' meetings;
(6) all costs, fees or other expenses arising in connection with the organization and filing of the Trust's Certificate of Trust including its initial registration and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any State and the approval of the Trust's operations by any other Federal or State authority;
(7) the expenses of repurchasing and redeeming shares of the Fund under applicable federal Trust;
(8) insurance premiums;
(9) the expenses, including fees and state securities lawsdisbursements of counsel, in connection with litigation by or against the Trust and any Fund; and
(xi10) brokerage commissions; (xiipremiums for the fidelity bond maintained by the Trust pursuant to Section 17(g) of the 1940 Act and rules promulgated thereunder. Interest, taxes and governmental fees; extraordinary items such as litigation costs are not deemed expenses for purposes of this paragraph and (xiii) extraordinary shall be borne by the Trusts or such Fund in any event. Expenditures, including costs incurred in connection with the purchase or sale of portfolio securities, which are capitalized in accordance with generally accepted accounting principles applicable to investment companies, are accounted for as capital items and non-recurring expensesshall not be deemed to be expenses for purposes of this paragraph.
(cb) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and Except to the extent such costs have been reasonably renderedrequired by law to be paid by the Advisor, the Trust shall pay the following costs and expenses:
(1) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Trust or any Fund shall promptly reimburse in connection with securities transactions to which the Adviser for such costsTrust or any Fund is a party or in connection with securities owned by the Trust or any Fund; and
(2) the interest on indebtedness, if any, incurred by the Trust or any Fund.
Appears in 1 contract
Samples: Master Investment Advisory Agreement (Aim Treasurers Series Trust)
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund Company shall bear all costs and expenses of that are incurred in its operation (including its proportionate share of the general expenses of the Company) and transactions and not specifically assumed by the AdviserAdviser pursuant to that certain Investment Advisory Agreement, dated as of [·], 2014, by and between the Company and the Adviser (the “Investment Advisory Agreement”). Expenses Costs and expenses to be borne by each Fund shall the Company include, but are shall not be limited to, those relating to: (ia) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of calculating the Company's custodian and transfer agent; ’s net asset value (iii) including the costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"any independent valuation firm); (vib) interest payable on debt, if any, incurred to finance the Company’s investments; (c) fees and expenses, including legal fees and expenses and travel expenses, incurred by the Adviser 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; (d) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (e) brokerage fees and commissions; (f) federal and state registration fees; (g) exchange listing fees; (h) federal, state and local taxes; (i) costs of offerings or repurchases of the Company’s common stock and other securities; (j) the base management fee and any incentive fee payable under the Investment Advisory Agreement; (k) distributions on the Company’s common stock; (l) administration fees payable to the Administrator under this Agreement; (m) transfer agent and custody fees and expenses; (n) independent director fees and expenses; (o) the costs of any liabilityreports, uncollectible items proxy statements or other notices to the Company’s stockholders, including printing costs; (p) the costs of deposit holding stockholder meetings; (q) litigation, indemnification and other insurance non-recurring or extraordinary expenses; (r) fees and expenses associated with marketing and investor relations efforts; (s) dues, fees and charges of any trade association of which the Company is a member; (t) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff; (u) fees and expenses associated with independent audits and outside legal costs; (v) the Company’s fidelity bond; (viiw) the cost of preparing, printingdirectors and officers/errors and omissions liability insurance, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association duesother insurance premiums; (x) filing fees costs associated with the Company’s reporting and expenses of registering compliance obligations under the 1940 Act and maintaining registration of shares of the Fund under applicable U.S. federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiiiy) extraordinary all other expenses reasonably incurred by the Company or the Administrator in connection with administering the Company’s business, such as the allocable portion of overhead and non-recurring expenses.
(c) other expenses incurred by the Administrator in performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the costs of compensation and related expenses of the Company’s chief compliance officer, chief financial officer, chief operating officer and any support staff. To the extent the Adviser incurs Administrator outsources any costs which are an obligation of its functions, the Company shall pay the fees associated with such functions on a Fund as set forth herein and direct basis, without profit to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costsAdministrator.
Appears in 1 contract
Samples: Administration Agreement (Eagle Point Credit Co LLC)
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the CompanyTrust) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the CompanyTrust's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and DirectorsTrustees, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors Trustees who are not interested persons of the Company Trust or the Adviser ("Disinterested DirectorsTrustees"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or of fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expenses.
(c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.
Appears in 1 contract
Samples: Investment Advisory Agreement (Viking Mutual Funds)
Allocation of Costs and Expenses. (a) The Adviser CCM shall pay the costs of -------------------------------- rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the FundsFund.
(b) Each The Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the Company) not specifically assumed by the AdviserCCM. Expenses borne by each the Fund shall include, but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the CompanyFund's custodian custodian, transfer agent and transfer accounting services agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and DirectorsTrustees, other than those called solely to accommodate the AdviserCCM; (v) compensation and expenses of Directors Trustees who are not interested persons of the Company Fund or the Adviser CCM ("Disinterested DirectorsTrustees"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expenses.
(c) To the extent the Adviser CCM incurs any costs which are an obligation of a the Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser CCM for such costs.
Appears in 1 contract
Samples: Investment Management and Administration Agreement (Conseco Strategic Income Fund)
Allocation of Costs and Expenses. (a) The Adviser Advisor hereby agrees that it shall pay on behalf of the costs Trust and the Funds all of rendering its the expenses incurred by the Trust and the Funds, as applicable, in connection with their operations except for such transfer agency, sub-accounting, recordkeeping, and administrative services pursuant which are to be provided by the Advisor or an affiliate of the Advisor under separate transfer agency and administrative services agreements between the Fund and the Advisor or affiliate, as applicable, which are or have been approved by the Board of Trustees, including all of the independent trustees. At the Trust's request the Advisor shall also furnish to the terms Trust, at the expense of this Agreementthe Advisor, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Boards of Trustees. These services will include, among other than things, the maintenance (but not preparation) of the Trust's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the SEC and Trust shareholders. The Advisor also will furnish, at the Advisor's expense, such office space, equipment and facilities as may be reasonably requested by the Trust from time to time. Without limiting the generality of the foregoing, such costs and expenses payable by the Advisor include the following, unless the Board of securities (including brokerage commissions, if any) purchased Trustees approves any of the following costs and expenses being paid directly by the Funds.:
(b1) Each Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the Company) not specifically assumed by the Adviser. Expenses borne by each Fund shall includefees, but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the Company's custodian and transfer agent; (iii) costs charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, independent pricing services and calculating legal counsel for the net asset value per share Trust or for each class any Fund;
(2) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Trust or any Fund to Federal, state, county, city, or other governmental agents;
(3) the fees and expenses involved in maintaining the registration and qualification of the Fund Trust and of maintaining the books and records required its shares under laws administered by the 1940 Act; (iv) expenditures in connection with meetings SEC or under other applicable regulatory requirements, including the preparation and printing of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information;
(4) the compensation and expenses of the trustees of the Trust;
(5) the costs of printing and distributing reports, any supplements theretonotices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and reports for existing other communications to the Trust's SUB-ITEM 77Q1(E) shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and as well as all expenses of registering shareholders' meetings and maintaining trustees' meetings;
(6) all costs, fees or other expenses arising in connection with the organization and filing of the Trust's Certificate of Trust including its initial registration and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any State and the approval of the Trust's operations by any other Federal or State authority;
(7) the expenses of repurchasing and redeeming shares of the Fund under applicable federal Trust;
(8) insurance premiums;
(9) the expenses, including fees and state securities lawsdisbursements of counsel, in connection with litigation by or against the Trust and any Fund; and
(xi10) brokerage commissions; (xiipremiums for the fidelity bond maintained by the Trust pursuant to Section 17(g) of the 1940 Act and rules promulgated thereunder. Interest, taxes and governmental fees; extraordinary items such as litigation costs are not deemed expenses for purposes of this paragraph and (xiii) extraordinary shall be borne by the Trusts or such Fund in any event. Expenditures, including costs incurred in connection with the purchase or sale of portfolio securities, which are capitalized in accordance with generally accepted accounting principles applicable to investment companies, are accounted for as capital items and non-recurring expensesshall not be deemed to be expenses for purposes of this paragraph.
(cb) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and Except to the extent such costs have been reasonably renderedrequired by law to be paid by the Advisor, the Trust shall pay the following costs and expenses:
(1) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Trust or any Fund shall promptly reimburse in connection with securities transactions to which the Adviser for such costsTrust or any Fund is a party or in connection with securities owned by the Trust or any Fund; and
(2) the interest on indebtedness, if any, incurred by the Trust or any Fund.
Appears in 1 contract
Samples: Master Investment Advisory Agreement (Aim Treasurers Series Funds)
Allocation of Costs and Expenses. (a) The Adviser In full consideration of the provision of the services of the Administrator, the Corporation shall pay reimburse the Administrator for the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased and expenses incurred by the Funds.
(b) Each Fund Administrator in performing its obligations and providing personnel and facilities hereunder. The Administrator shall not be entitled to any additional compensation hereunder. The Corporation will bear all costs and expenses of that are incurred in its operation (including its proportionate share of the general expenses of the Company) and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of February 14, 2023 by and between the Corporation and the Adviser. Expenses Costs and expenses to be borne by each Fund shall the Corporation include, but are not limited to, (i) organizational those relating to: organization and offering expenses of offering; calculating the Fund Corporation’s net asset value; effecting sales and expenses incurred in connection with the issuance repurchases of shares of the FundCorporation’s common stock and other securities; investment advisory fees; fees and all other expenses payable to third parties relating to, or associated with (i) making and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; brokerage fees of the Company's custodian and commissions; transfer agent, custodial fees and escrow services; (iii) federal and state registration fees; all costs of registration and listing the Corporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; travel-related and other expenses of pricing for executive and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures administrative staff in connection with meetings of shareholders and Directors, other than those called solely to accommodate activities for the Adviser; (v) compensation and expenses of Directors who are not interested persons benefit of the Company Corporation; expenses for branding, marketing and advertising the Corporation; office equipment and supplies and all other expenses incurred by the Corporation or the Adviser ("Disinterested Directors"); (vi) Administrator in connection with administering the costs of any liabilityCorporation’s business, uncollectible items of deposit including payments under this Agreement between the Corporation and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares Administrator based upon the Corporation’s allocable portion of the Fund Administrator’s overhead in performing its obligations under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expensesthis Agreement, including rent.
(c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.
Appears in 1 contract
Samples: Administration Agreement (Oxford Park Income Fund, Inc.)
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund shall The Adviser agrees to bear all expenses of its operation (including its proportionate share of the general certain operating expenses of the Company) not specifically assumed Fund. Expenses paid by the Adviser. Expenses borne by adviser for each Fund shall include, but and are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the CompanyTrust's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the AdviserTrustees; (v) compensation and expenses of Directors Trustees who are not interested persons of the Company Trust or the Adviser ("Disinterested DirectorsTrustees"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or and/or fidelity bondbonds; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) non-litigation related legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws.
(c) The Fund agrees to bear all costs relating to; (xii) the costs of any uncollectible items of deposit, (ii) brokerage fees and commissions; (xiiiii) taxes and governmental fees; and (xiiiiv) litigation expenses, (v) interest, (vi) extraordinary and non-recurring expenses, and (vii) all other costs not listed in item (b) of section 6.
(c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.
Appears in 1 contract
Samples: Investment Advisory Agreement (Bragg Capital Trust)
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the Company) not specifically expressly assumed by TFS hereunder incurred in the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses operation of the Fund and the offering of its shares. Without limiting the foregoing, the Fund shall bear: compensation of Trustees/Directors not affiliated with TFS; governmental fees; interest charges; any expenses incurred in connection with any preferred shares or any form of leverage; taxes (including issue and transfer taxes chargeable to the issuance Fund in connection with securities transactions to which the Fund or a Portfolio is a party); membership dues in the Investment Company Institute or other trade association allocable to the Fund; fees and expenses of shares the Fund’s independent auditors, of legal counsel and of any custodian, distributor, investment adviser, subadviser, shareholder servicing agent, transfer agent, registrar or dividend disbursing agent, fund accounting or other agent or service provider of the Fund; (ii) fees of the Company's custodian and transfer agent; (iii) costs and expenses of pricing issuing, distributing and calculating the net asset value per share for each class redeeming shares of the Fund and of maintaining the books and records required by the 1940 Actservicing shareholder accounts; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"); (vi) the costs of any liabilitytypesetting, uncollectible items of deposit producing, filing, printing and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing mailing prospectuses and statements of additional information, any supplements theretoreports, notices, proxy statements and reports to shareholders and governmental officers and commissions (including costs of software designed to manage the content and data of registration statements, including Command Automated Publishing System and reports Confluence software and XBRL related software); costs and expenses related to new services mandated by law to be provided to the Fund; expenses of producing and mailing agendas and supporting documents for existing shareholdersmeetings of Trustees/Directors and committees of Trustees/Directors; costs of meetings of the Board of Trustees/Directors or any committee thereof; expenses connected with the execution, recording and settlement of portfolio security transactions (viii) legal, auditing, including brokerage commissions and accounting feesdealer mxxx-ups chargeable to the Fund or a Portfolio); insurance premiums (ix) trade association duesincluding premiums on the fidelity bond insuring the Fund); (x) filing fees and expenses of registering the Fund’s custodian for all services to the Fund, including safekeeping of funds and securities and maintaining registration required books and accounts; charges and expenses for pricing and appraisal services; compensation of any employee of the Fund retained by the Trustees/Directors to perform services on behalf of the Fund; any direct charges to shareholders approved by the Trustees/Directors of the Fund; expenses of calculating the net asset value of shares of the Fund; expenses of shareholder meetings; expenses relating to the issuance, registration and qualification shares of the Trust (including any fees and expenses involved in registering and maintaining registrations of the Fund or its shares with federal regulatory agencies, state or blue sky securities agencies and foreign jurisdictions); any fees or other expenses of listing the Fund’s shares on the New York Stock Exchange or any other securities exchange; fees payable under applicable federal this Agreement; travel expenses of officers and state securities lawsmembers of the Board; (xi) brokerage commissionswebsite costs; (xii) taxes and governmental feeslitigation costs; and other extraordinary or nonrecurring expenses. To the extent TFS bears any of the foregoing expenses, the Fund will reimburse TFS for such expenses.
(xiiib) extraordinary TFS shall pay all expenses expressly agreed to herein. Except as TFS and non-recurring expenseseach Fund otherwise agree, TFS shall pay all costs of its personnel performing services hereunder. In addition, TFS shall pay costs of office space, telephones and other office equipment used to perform services hereunder, and such other costs and expenses as TFS and each Fund shall agree from time to time.
(c) To Notwithstanding Section 3(a) above, in the extent the Adviser incurs any costs which are an obligation case of a Fund as set forth herein TST, TPFG and to the extent such costs have been reasonably renderedTPFG II, the Fund compensation payable under Section 4 hereof includes compensation for transfer agency services. Each of TST, TPFG and TPFG II shall promptly reimburse pay any associated expenses (these expenses are currently netted from the Adviser for such costsadministrative services fee, in the case of TPFG and TPFG II).
Appears in 1 contract
Samples: Administrative Services Agreement (Transamerica Partners Funds Group Ii)
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund shall bear all other costs and expenses of its operation (including its proportionate share of the general expenses of the Company) operations and transactions and not specifically assumed by the Adviser pursuant to that certain Investment Advisory Agreement, dated as of March 6, 2024, by and between the Fund and the Adviser. Expenses borne , as the same may be amended or restated from time to time (the “Investment Advisory Agreement”), including, without limitation, those relating to: (a) the Fund’s organizational expenses; (b) calculating the Fund’s net asset value (including the costs and expenses of any independent valuation firm); (c) debt service and other costs of borrowings or other financing arrangements; (d) dividends on preferred stock, if any, and any expenses relating to the offering of any preferred stock; (e) fees and expenses, including legal, consulting or other third-party professional fees and expenses and travel expenses, incurred by each Fund shall includethe Adviser or payable to third parties in performing due diligence on prospective investments and, if necessary, enforcing the Fund’s rights; (f) amounts payable to third parties relating to, or associated with, evaluating, monitoring, making and disposing of investments; (g) brokerage fees and commissions; (h) federal and state registration fees and any applicable exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Shares and other securities (including, but are not limited to, preferred stock and indebtedness), including costs related to the use of one or more dealer managers and/or underwriters; (ik) organizational the base management fee and offering expenses of any incentive fee payable under the Fund Investment Advisory Agreement; (l) distributions on the Shares or other securities; (m) administration fees payable to the Administrator under this Agreement; (n) any fees and expenses incurred in connection with the issuance of shares of the Fundrelating to transfer agent, custodial, and escrow agent services; (iio) independent trustee fees of the Company's custodian and transfer agentexpenses; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"); (vip) the costs of any liabilityreports, uncollectible items proxy statements or other notices to the Fund’s shareholders, including printing costs; (q) the costs of deposit holding shareholder meetings; (r) litigation, indemnification and other insurance non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing, distribution, training, and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and charges of any trade association of which the Fund is a member; (v) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (w) fees and expenses associated with independent audits and outside legal costs; (x) the Fund’s fidelity bond; (viiy) the cost of preparing, printingtrustees and officers/errors and omissions liability insurance, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholdersother insurance premiums; (viiiz) legal, auditing, costs associated with the Fund’s reporting and accounting fees; (ix) trade association dues; (x) filing fees compliance obligations under the 1940 Act and expenses of registering and maintaining registration of shares of the Fund under applicable U.S. federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiiiaa) extraordinary all other expenses reasonably incurred by the Fund or the Administrator in connection with administering the Fund’s business, such as the allocable portion of overhead and non-recurring expenses.
(c) other expenses incurred by the Adviser on behalf of the Fund and allocable to the Fund under the Investment Advisory Agreement or incurred by the Administrator in performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation and related expenses of the Fund’s chief compliance officer, chief financial officer, chief operating officer and their respective support staff. To the extent the Adviser incurs Administrator outsources any costs which are an obligation of a Fund as set forth herein and its functions, including to the extent such costs have been reasonably renderedany sub-administrator, the Fund shall promptly reimburse pay the Adviser for fees associated with such costsfunctions on a direct basis, without profit to the Administrator.
Appears in 1 contract
Samples: Administration Agreement (Eagle Point Defensive Income Trust)
Allocation of Costs and Expenses. The Adviser shall reimburse the Fund monthly for any salaries paid by the Fund to officers, Directors, and full- time employees of the Fund who also are officers, general partners or employ- ees of the Adviser or its affiliates. Except for such sub-accounting, record- keeping, and administrative services which are to be provided by the Adviser to the Fund under the Administrative Services Agreement between the Fund and the Adviser dated October 20, 1993, which was approved on October 20, 1993, by the Fund's board of directors, including all of the independent directors, at the Fund's request the Adviser shall also furnish to the Fund, at the expense of the Adviser, such competent executive, statistical, administrative, inter- nal accounting and clerical services as may be required in the judgment of the Directors of the Fund. These services will include, among other things, the maintenance (but not preparation) of the Fund's accounts and records, and the
(a) The Adviser shall pay the all brokers' commissions, issue and transfer taxes, and other costs of rendering its services pursuant chargeable to the terms Fund and any Portfolio in connection with securities transactions to which the Fund or any Portfolio is a party or in connec- tion with securities owned by the Fund or any Portfolio; (b) the fees, charges and expenses of this Agreementany independent public accoun- tants, other than custodian, depository, dividend disbursing agent, dividend rein- vestment agent, transfer agent, registrar, independent pricing services and legal counsel for the costs of securities Fund or for any Portfolio; (including brokerage commissionsc) the interest on indebtedness, if any) purchased , incurred by the Funds.
Fund or any Portfolio; (bd) Each Fund shall bear all expenses of its operation (the taxes, including its proportionate share of the general expenses of the Company) not specifically assumed franchise, income, issue, transfer, business license, and other corporate fees payable by the Adviser. Expenses borne by each Fund shall includeor any Portfolio to federal, but are not limited tostate, county, city, or other governmental agents; (ie) organizational the fees and offering expenses involved in maintaining the registration and qualification of the Fund and of its shares under laws administered by the Securities and Exchange Commission or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (f) the compensation and expenses incurred of its Directors; (g) the costs of printing and distributing reports, notices of share- holders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Fund's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs, fees or other expenses arising in connection with the issuance or- ganization and filing of the Fund's Articles of Incorporation, including its initial registration and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial regis- tration and qualification of its securities under the laws of any state and the approval of the Fund's operations by any other federal or state authority;
(i) the expenses of repurchasing and redeeming shares of the Fund; (iij) fees of the Company's custodian and transfer agentinsurance premiums; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"); (vik) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparingdesigning, printing, and distributing prospectuses and statements issuing certificates repre- senting shares of additional information, any supplements thereto, proxy statements, and reports for existing shareholdersbeneficial interest of the Fund; (viiil) legalextraordinary expenses, auditingincluding fees and disbursements of Fund counsel, and accounting feesin connection with litigation by or against the Fund or any Port- folio; (ixm) trade premiums for the fidelity bond maintained by the Fund pursuant to Section 17(g) of the 1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to the Adviser as an insured thereun- der); (n) association and institute dues; and (xo) filing fees and expenses the expenses, if any, of registering and maintaining registration of distributing shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expenses.
(c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, paid by the Fund shall promptly reimburse pursuant to a Plan and Agreement of Distribution adopted under Rule 12b-1 of the Adviser for such costsInvestment Company Act of 1940.
Appears in 1 contract
Samples: Investment Advisory Agreement (Invesco Variable Investment Funds Inc)
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund Company shall bear all costs and expenses of that are incurred in its operation (including its proportionate share of the general expenses of the Company) and transactions and not specifically assumed by Panagram Structured Asset Management, LLC (the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of November 29, 2021, by and between the Company and the Adviser, as the same may be amended from time to time (the “Investment Advisory Agreement”). Expenses Costs and expenses to be borne by each Fund shall the Company include, but are shall not be limited to, those relating to: (ia) the Company’s organizational costs and offering expenses costs incurred prior to the completion of the Fund and expenses incurred in connection with the issuance of shares of the Fundits initial public offering; (iib) fees of calculating the Company's custodian and transfer agent; ’s net asset value (iii) including the costs and expenses of any independent valuation firm or pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"service); (vic) interest payable on debt, if any, incurred to finance the Company’s investments; (d) fees and expenses, including legal fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Company’s investments and, if necessary, enforcing the Company’s rights; (e) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (f) brokerage fees and commissions; (g) federal and state registration fees; (h) exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Company’s common stock and other securities; (k) the management fees and incentive fees payable under the Investment Advisory Agreement; (l) distributions on the Company’s common stock and other securities; (m) administration fees payable to the Administrator under this Agreement; (n) transfer agent and custody fees and expenses; (o) independent director fees and expenses; (p) the costs of any liabilityreports, uncollectible items proxy statements or other notices to the Company’s securityholders, including printing costs; (q) costs of deposit holding meetings of the Company’s securityholders; (r) litigation, indemnification and other insurance non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) dues, fees and charges of any trade association of which the Company is a member; (u) direct costs and expenses of administration and operation, including printing, mailing, telecommunications and staff, including fees payable in connection with outsourced administration functions; (v) fees and expenses associated with independent audits and outside legal costs; (w) the Company’s fidelity bond; (viix) the cost of preparing, printingdirectors and officers/errors and omissions liability insurance, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholdersother insurance premiums; (viiiy) legal, auditing, costs associated with the Company’s reporting and accounting fees; (ix) trade association dues; (x) filing fees compliance obligations under the 1940 Act and expenses of registering and maintaining registration of shares of the Fund under applicable U.S. federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiiiz) extraordinary all other expenses reasonably incurred by the Company or the Administrator in connection with administering the Company’s business or incurred by the Administrator on the Company’s behalf, such as the allocable portion of overhead and non-recurring expenses.
(c) other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the costs of compensation and related expenses of the Company’s chief compliance officer, chief financial officer, chief operating officer and their respective support staff. To the extent the Adviser incurs Administrator outsources any costs which are an obligation of its functions, the Company shall pay the fees associated with such functions on a Fund as set forth herein and direct basis, without profit to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costsAdministrator.
Appears in 1 contract
Allocation of Costs and Expenses. (a) The Adviser In full consideration of the provision of the services of the Administrator, the Corporation shall pay reimburse the Administrator for the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased and expenses incurred by the Funds.
(b) Each Fund shall Administrator in performing its obligations and providing personnel and facilities hereunder. The Corporation will bear all costs and expenses of that are incurred in its operation (including its proportionate share of the general expenses of the Company) and transactions that are not specifically assumed by the Corporation?s investment adviser (the Adviser), pursuant to that certain Investment Advisory Agreement, dated as of June 26, 2008 by and between the Corporation and the Adviser. Expenses Costs and expenses to be borne by each Fund shall the Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation?s net asset value (i) organizational including the cost and offering expenses of the Fund and 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 connection with monitoring financial and legal affairs for the issuance of shares Corporation and in monitoring the Corporation?s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Corporation?s investments; offerings of the FundCorporation?s common stock and other securities; (ii) investment advisory 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 Company's custodian Corporation?s shares on any securities exchange; federal, state and transfer agentlocal taxes; (iii) 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 Corporation?s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of pricing administration, including printing, mailing, long distance telephone, copying, secretarial and calculating the net asset value per share for each class of the Fund other staff, independent auditors and of maintaining the books outside legal costs; and records required all other expenses incurred by the 1940 Act; (iv) expenditures Corporation or the Administrator in connection with meetings administering the Corporation?s business, including payments under this Agreement based upon the Corporation?s allocable portion of shareholders the Administrator?s overhead in performing its obligations under this Agreement, including rent, and Directors, other than those called solely to accommodate the Adviser; (v) compensation allocable portion of the salaries and benefits expenses of Directors who are not interested persons of the Company or Corporation?s chief compliance officer, chief financial officer and controller and their respective staffs, if provided by the Adviser ("Disinterested Directors"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expensesAdministrator.
(c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.
Appears in 1 contract
Allocation of Costs and Expenses. (a) The Adviser In full consideration of the provision of the services of the Administrator, the Corporation shall pay reimburse the Administrator for the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased and expenses incurred by the Funds.
(b) Each Fund Administrator in performing its obligations and providing personnel and facilities hereunder. The Administrator shall not be entitled to any additional compensation hereunder. The Corporation will bear all costs and expenses of that are incurred in its operation (including its proportionate share of the general expenses of the Company) and transactions and not specifically assumed by the Adviser, pursuant to that certain Investment Advisory Agreement, dated as of April , 2006 by and between the Corporation and the Adviser. Expenses Costs and expenses to be borne by each Fund shall the Corporation include, but are not limited to, (i) organizational those relating to: organization and offering expenses of offering; calculating the Fund Corporation’s net asset value; effecting sales and expenses incurred in connection with the issuance repurchases of shares of the FundCorporation’s common stock and other securities; investment advisory fees; fees payable to third parties relating to, or associated with, making investments (ii) fees in each case subject to approval of the Company's custodian Corporation’s Board of Directors); transfer agent and transfer agentcustodial fees; (iii) costs and expenses relating to marketing and advertising the Corporation, including without limitation sponsorship of pricing industry events, attendance at industry conferences and calculating travel and entertainment costs associated with meeting relevant investors and prospective portfolio companies (to the net asset value per share for each class extent not reimbursed by such companies); the salary, bonus and benefits payable to the Corporation’s Chief Financial Officer, Chief Compliance Officer, Controller and administrative support staff; federal and state registration fees; all costs of registration and listing the Fund Corporation’s shares on any securities exchange; federal, state and local taxes; independent Directors’ fees and expenses; costs of maintaining the books proxy statements, stockholders’ reports and records required notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; and all other expenses incurred by the 1940 Act; (iv) expenditures Corporation or the Administrator in connection with meetings of shareholders and Directorsadministering the Corporation’s business, other than those called solely to accommodate including payments under this Agreement, based upon the Adviser; (v) compensation and expenses of Directors who are not interested persons Corporation’s allocable portion of the Company or the Adviser ("Disinterested Directors"); (vi) the costs of any liabilityAdministrator’s overhead in performing its obligations under this Agreement, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expensesincluding rent.
(c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.
Appears in 1 contract
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund shall Company will bear all costs and expenses of that are incurred in its operation (including its proportionate share of the general expenses of the Company) and transactions and not specifically assumed by the Adviser. Expenses borne Company's investment adviser (the "Investment Manager") pursuant to an investment advisory agreement to be entered into by each Fund shall includeand between the Company and the Investment Manager concurrent herewith (the "Investment Management Agreement"), but are not limited including those relating to, :
(ia) organizational and offering expenses of the Fund Company;
(b) fees and expenses, including reasonable travel expenses, actually incurred by the Investment Manager or payable to third parties related to the investments of the Company, including, among others, professional fees (including the fees and expenses of counsel, consultants and experts) and fees and expenses relating to, or associated with, evaluating, monitoring, researching and performing due diligence on investments and prospective investments (including payments to third party vendors for financial information services);
(c) out-of-pocket fees and expenses, including reasonable travel expenses, actually incurred by the Investment Manager or payable to third parties related to the provision of managerial assistance to those portfolio companies of the Company that the Company agrees to provide such services to under the Investment Company Act (exclusive of the compensation of any investment professionals of the Investment Manager);
(d) interest or other costs associated with debt, if any, incurred to finance the Company's business;
(e) fees and expenses incurred by the Company in connection with the issuance of shares of the Fund; Company's membership in investment company organizations;
(iif) brokers' commissions;
(g) investment advisory and management fees;
(h) fees and expenses associated with calculating the Company's net asset value (including the costs and expenses of any independent valuation firm);
(i) fees and expenses relating to offerings of the Company's custodian common stock and transfer agent; other securities;
(iiij) costs legal, auditing or accounting expenses;
(k) federal, state and local taxes and other governmental fees;
(l) the fees and expenses of pricing the Administrator (or any successor administrator thereto), any sub-administrator to the Company, the Company's transfer agent or sub-transfer agent, and calculating any other amounts payable under this Agreement or any similar administration agreement or sub-administration agreement to which the net asset value per share for each class Company may become a party;
(m) the cost of preparing stock certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of securities of the Fund Company;
(n) the expenses of and fees for registering or qualifying shares of the Company for sale and of maintaining the books registration of the Company and records required by registering the 1940 Act; Company as a broker or a dealer;
(ivo) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation fees and expenses of Directors the directors of the Company who are not interested persons of (as defined in the Investment Company or the Adviser Act);
("Disinterested Directors"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (viip) the cost of preparingpreparing and distributing reports, proxy statements and notices to shareholders, the SEC and other governmental or regulatory authorities;
(q) costs of holding shareholder meetings;
(r) listing fees;
(s) the fees or disbursements of custodians of the Company's assets, including expenses incurred in the performance of any obligations enumerated by the certificate of incorporation or bylaws of the Company insofar as they govern agreements with any such custodian;
(t) any amounts payable to the Administrator under this Agreement;
(u) the Company's allocable portion of the costs associated with maintaining any computer software, hardware or information technology services (including information systems, Bloomberg or similar terminals, cybersecurity and related consultants and email retention) that are used by the Company or by the Investment Manager, the Administrator or their respective affiliates on behalf of the Company (which allocable portion shall exclude any such costs related to investment professionals of the Investment Manager providing services to the Company hereunder);
(v) the Company's allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;
(w) direct costs and expenses incurred by the Company, the Investment Manager or the Administrator in connection with the performance of administrative services on behalf of the Company, including printing, mailing, long distance telephone, cellular phone and distributing prospectuses data service, copying, secretarial and statements of additional informationother staff, any supplements thereto, proxy statements, independent auditors and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; outside legal costs;
(x) filing fees all other expenses incurred by the Company, the Investment Manager or the Administrator in connection with administering the Company's business (including payments under the Administration Agreement between the Company and the Administrator based upon the Company's allocable portion of the Administrator's overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company's Chief Financial Officer and Chief Compliance Officer and their respective staffs (including reasonable travel expenses); and
(y) costs incurred by the Company in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Company, including pursuant to Section 6 of the Advisory Agreement, and the amount of any judgment or settlement paid in connection therewith, or the enforcement of the Company's rights against any person and indemnification or contribution expenses payable by the Company to any person and other extraordinary expenses of registering and maintaining registration of shares the Company not incurred in the ordinary course of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expensesCompany's business.
(c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.
Appears in 1 contract
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund shall bear all other costs and expenses of its operation (including its proportionate share of the general expenses of the Company) operations and transactions and not specifically assumed by the Adviser pursuant to that certain Investment Advisory Agreement, dated as of October 6, 2023, by and between the Fund and the Adviser. Expenses borne , as the same may be amended or restated from time to time (the “Investment Advisory Agreement”), including, without limitation, those relating to: (a) the Fund’s organizational expenses; (b) calculating the Fund’s net asset value (including the costs and expenses of any independent valuation firm); (c) debt service and other costs of borrowings or other financing arrangements; (d) dividends on preferred stock, if any, and any expenses relating to the offering of any preferred stock; (e) fees and expenses, including legal, consulting or other third-party professional fees and expenses and travel expenses, incurred by each Fund shall includethe Adviser or payable to third parties in performing due diligence on prospective investments and, if necessary, enforcing the Fund’s rights; (f) amounts payable to third parties relating to, or associated with, evaluating, monitoring, making and disposing of investments; (g) brokerage fees and commissions; (h) federal and state registration fees and any applicable exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Shares and other securities (including, but are not limited to, preferred stock and indebtedness), including costs related to the use of one or more dealer managers and/or underwriters; (ik) organizational the base management fee and offering expenses of any incentive fee payable under the Fund Investment Advisory Agreement; (l) distributions on the Shares or other securities; (m) administration fees payable to the Administrator under this Agreement; (n) any fees and expenses incurred in connection with the issuance of shares of the Fundrelating to transfer agent, custodial, and escrow agent services; (iio) independent trustee fees of the Company's custodian and transfer agentexpenses; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"); (vip) the costs of any liabilityreports, uncollectible items proxy statements or other notices to the Fund’s shareholders, including printing costs; (q) the costs of deposit holding shareholder meetings; (r) litigation, indemnification and other insurance non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing, distribution, training, and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and charges of any trade association of which the Fund is a member; (v) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (w) fees and expenses associated with independent audits and outside legal costs; (x) the Fund’s fidelity bond; (viiy) the cost of preparing, printingtrustees and officers/errors and omissions liability insurance, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholdersother insurance premiums; (viiiz) legal, auditing, costs associated with the Fund’s reporting and accounting fees; (ix) trade association dues; (x) filing fees compliance obligations under the 1940 Act and expenses of registering and maintaining registration of shares of the Fund under applicable U.S. federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiiiaa) extraordinary all other expenses reasonably incurred by the Fund or the Administrator in connection with administering the Fund’s business, such as the allocable portion of overhead and non-recurring expenses.
(c) other expenses incurred by the Adviser on behalf of the Fund and allocable to the Fund under the Investment Advisory Agreement or incurred by the Administrator in performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation and related expenses of the Fund’s chief compliance officer, chief financial officer, chief operating officer and their respective support staff. To the extent the Adviser incurs Administrator outsources any costs which are an obligation of a Fund as set forth herein and its functions, including to the extent such costs have been reasonably renderedany sub-administrator, the Fund shall promptly reimburse pay the Adviser for fees associated with such costsfunctions on a direct basis, without profit to the Administrator.
Appears in 1 contract
Samples: Administration Agreement (Eagle Point Enhanced Income Trust)
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund Company shall bear all costs and expenses of that are incurred in its operation (including its proportionate share of the general expenses of the Company) and transactions and not specifically assumed by Sound Point Meridian Management Company, LLC (the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of May 9, 2024, by and between the Company and the Adviser, as the same may be amended from time to time (the “Investment Advisory Agreement”). Expenses Costs and expenses to be borne by each Fund shall the Company include, but are shall not be limited to, those relating to: (ia) organizational and the Company’s offering expenses costs incurred prior to the completion of the Fund and expenses incurred in connection with the issuance of shares of the Fundits initial public offering; (iib) fees of calculating the Company's custodian and transfer agent; ’s net asset value (iii) including the costs and expenses of any independent valuation firm or pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"service); (vic) interest payable on debt, if any, incurred to finance the Company’s investments; (d) fees and expenses, including legal fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Company’s investments and, if necessary, enforcing the Company’s rights; (e) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (f) brokerage fees and commissions; (g) federal and state registration fees; (h) exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Company’s common stock and other securities, as applicable; (k) the management fees and incentive fees payable under the Investment Advisory Agreement; (l) distributions on the Company’s common stock and other securities, as applicable; (m) administration fees payable to the Administrator under this Agreement; (n) transfer agent and custody fees and expenses; (o) independent director fees and expenses; (p) the costs of any liabilityreports, uncollectible items proxy statements or other notices to the Company’s securityholders, including printing costs; (q) costs of deposit holding meetings of the Company’s securityholders; (r) litigation, indemnification and other insurance non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) dues, fees and charges of any trade association of which the Company is a member; (u) direct costs and expenses of administration and operation, including printing, mailing, telecommunications and staff, including fees payable in connection with outsourced administration functions; (v) fees and expenses associated with independent audits and outside legal costs; (w) the Company’s fidelity bond; (viix) the cost of preparing, printingdirectors and officers/errors and omissions liability insurance, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholdersother insurance premiums; (viiiy) legal, auditing, costs associated with the Company’s reporting and accounting fees; (ix) trade association dues; (x) filing fees compliance obligations under the 1940 Act and expenses of registering and maintaining registration of shares of the Fund under applicable U.S. federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiiiz) extraordinary all other expenses reasonably incurred by the Company or the Administrator in connection with administering the Company’s business or incurred by the Administrator on the Company’s behalf, such as the allocable portion of overhead and non-recurring expenses.
(c) other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including, but not limited to, rent, the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the costs of compensation and related expenses of the Company’s chief compliance officer, chief financial officer, chief operating officer and their respective support staff. To the extent the Adviser incurs Administrator outsources any costs which are an obligation of its functions, the Company shall pay the fees associated with such functions on a Fund as set forth herein and direct basis, without profit to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costsAdministrator.
Appears in 1 contract
Samples: Administration Agreement (Sound Point Meridian Capital, Inc.)
Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses which have been paid by the Administrator on behalf of the Company on the terms and conditions set forth in Section 5. These costs and expenses shall include, but not be limited to:
(a) The Adviser shall pay corporate, organizational and offering expenses relating to offerings of the costs of rendering its services pursuant Company’s common stock, subject to limitations included in the terms of this Agreementinvestment advisory agreement between the Company and VII Peaks-KBR BDC Advisor II, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.Inc.;
(b) Each Fund shall bear all expenses the cost of its operation (including its proportionate share of the general expenses of calculating the Company’s net asset value, including the related fees and cost of any third-party valuation services;
(c) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational cost of effecting sales and offering expenses of the Fund and expenses incurred in connection with the issuance repurchases of shares of the Fund; Company’s common stock and other securities;
(iid) fees of payable to third parties relating to, or associated with, monitoring the Company's custodian ’s financial and legal affairs, making investments, and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments;
(e) federal and state registration fees and any stock exchange listing fees;
(f) transfer agent; agent and custodial fees;
(iiig) fees and expenses associated with marketing efforts;
(h) federal, state and local taxes;
(i) independent directors’ fees and expenses, including travel expenses;
(j) costs of director and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements theretostockholder meetings, proxy statements, stockholders’ reports and notices;
(k) costs of fidelity bond, directors and officers/errors and omissions liability insurance and other types of insurance;
(l) direct costs, including those relating to printing of stockholder reports for existing shareholders; and advertising or sales materials, mailing, long distance telephone and staff;
(viiim) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses associated with independent audits and outside legal costs, including compliance with the Xxxxxxxx-Xxxxx Act of registering 2002, the 1940 Act and maintaining registration of shares of the Fund under applicable federal and state securities laws; ;
(xin) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expenses.commissions for the Company’s investments;
(co) To all other expenses incurred by the extent Company or the Adviser incurs any costs which Administrator in connection with administering our business, including expenses incurred by the Administrator in performing its obligations; and
(p) the reimbursement of the compensation of the Company’s chief financial officer and chief compliance officer, whose salaries are an obligation of a Fund as set forth herein and paid by the Administrator, to the extent that each such costs have been reasonably renderedreimbursement amount is annually approved by the Company’s independent directors and subject to the limitations included in this Agreement. The Administrator acknowledges that it shall be responsible to ensure that (i) any reimbursement to the Company’s investment advisers and/or sub-advisers, or any other person for deferred Organization and Offering Expenses (as defined in the Fund Articles of Incorporation), including any interest thereon, if any, shall promptly reimburse not exceed the Adviser for such costs18% limitation on Front End Fees (as defined in the Articles of Incorporation), regardless of the source of payment, and (ii) the percentage of gross proceeds of any offering committed to investment shall be at least eighty-two percent (82%). All items of compensation to underwriters or dealers, including, but not limited to, selling commissions, expenses, rights of first refusal, consulting fees, finders’ fees and all other items of compensation of any kind or description paid by the Company, directly or indirectly, shall be taken into consideration in computing the amount of allowable Front End Fees.
Appears in 1 contract
Samples: Administration Agreement (VII Peaks-KBR Co-Optivist Income BDC II, Inc.)
Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses which have been paid by the Administrator on behalf of the Company on the terms and conditions set forth in Section 5. These costs and expenses shall include, but not be limited to:
(a) The Adviser shall pay corporate, organizational and offering expenses relating to offerings of the costs of rendering its services pursuant Company’s common stock, subject to limitations included in the terms of this Agreementinvestment advisory agreement between the Company and VII Peaks Capital, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.LLC;
(b) Each Fund shall bear all expenses the cost of its operation (including its proportionate share of the general expenses of calculating the Company’s net asset value, including the related fees and cost of any third-party valuation services;
(c) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational cost of effecting sales and offering expenses of the Fund and expenses incurred in connection with the issuance repurchases of shares of the Fund; Company’s common stock and other securities;
(iid) fees of payable to third parties relating to, or associated with, monitoring the Company's custodian ’s financial and legal affairs, making investments, and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments;
(e) federal and state registration fees and any stock exchange listing fees;
(f) transfer agent; agent and custodial fees;
(iiig) fees and expenses associated with marketing efforts;
(h) federal, state and local taxes;
(i) independent directors’ fees and expenses, including travel expenses;
(j) costs of director and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements theretostockholder meetings, proxy statements, stockholders’ reports and notices;
(k) costs of fidelity bond, directors and officers/errors and omissions liability insurance and other types of insurance;
(l) direct costs, including those relating to printing of stockholder reports for existing shareholders; and advertising or sales materials, mailing, long distance telephone and staff;
(viiim) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses associated with independent audits and outside legal costs, including compliance with the Sxxxxxxx-Xxxxx Act of registering 2002, the 1940 Act and maintaining registration of shares of the Fund under applicable federal and state securities laws; ;
(xin) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expenses.commissions for the Company’s investments;
(co) To all other expenses incurred by the extent Company or the Adviser incurs any costs which Administrator in connection with administering our business, including expenses incurred by the Administrator in performing its obligations; and
(p) the reimbursement of the compensation of the Company’s chief financial officer and chief compliance officer, whose salaries are an obligation of a Fund as set forth herein and paid by the Administrator, to the extent that each such costs have been reasonably renderedreimbursement amount is annually approved by the Company’s independent directors and subject to the limitations included in this Agreement. The Administrator acknowledges that it shall be responsible to ensure that (i) any reimbursement to the Company’s investment advisers and/or sub-advisers, or any other person for deferred Organization and Offering Expenses (as defined in the Fund Articles of Incorporation), including any interest thereon, if any, shall promptly reimburse not exceed the Adviser for such costs18% limitation on Front End Fees (as defined in the Articles of Incorporation), regardless of the source of payment, and (ii) the percentage of gross proceeds of any offering committed to investment shall be at least eighty-two percent (82%). All items of compensation to underwriters or dealers, including, but not limited to, selling commissions, expenses, rights of first refusal, consulting fees, finders’ fees and all other items of compensation of any kind or description paid by the Company, directly or indirectly, shall be taken into consideration in computing the amount of allowable Front End Fees.
Appears in 1 contract
Samples: Administration Agreement (VII Peaks Co-Optivist Income BDC II, Inc.)
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs Buyer hereby grants, bargains, sells, conveys and assigns unto Seller full, unrestricted easements for, access to and concurrent use of rendering its services pursuant to the terms of this Agreementall facilities, equipment and other than the costs of securities (fix- tures and personal property in which an in- terest is either acquired hereunder or which may be hereafter acquired by Buyer, including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund shall bear all expenses of its operation (including its proportionate share without limitation those of the general expenses of Interests described in Section 1.2(c) hereof (except the Company) not specifically assumed by xxxxx listed in Exhibit A, while produc- ing from the Adviser. Expenses borne by each Fund shall includeFruitland Coal Formation), but are not limited toand any extension, replacement or improvement thereof (i) organizational and offering expenses of the Fund and expenses incurred individually, a "Buyer Facility," or together, "Buyer's Facilities"), without cost to Seller except as hereinafter provided, for Seller's use in connection with Seller's production, transportation and marketing operations relating to the issuance interests of shares Sell- er excepted and reserved hereunder. The cost of acquiring and maintaining any separate facility, equipment or operation necessary for Seller's use of Buyer's Facilities shall be borne solely by Seller. Each month, the parties shall determine the volumes of gas attributable to each party's interest which are served by a particular Buyer Facility, and the parties shall share routine operating expenses attributable thereto (including maintenance costs) proportionate with such volumes. The capital cost hereafter incurred by Buyer of any extension to or acquisition, replacement or improvement of each of Buyer's Facilities shall be borne by Buyer; however, applicable costs for a particular Buyer Fa- cility shall be amortized over the useful life thereof and, for each month thereafter in which Seller utilizes such Buyer Facility for its own interests, Seller shall pay to Buyer a portion of the Fund; (ii) fees of the Company's custodian and transfer agent; (iii) amortized costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expenses.
(c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser appli- cable thereto for such costsmonth, determined by utilizing the allocation method used for operating expenses above."
Appears in 1 contract
Samples: Sale and Purchase Agreement (Devon Energy Corp /Ok/)
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund shall bear all other costs and expenses of its operation (including its proportionate share of the general expenses of the Company) operations and transactions and not specifically assumed by the Adviser. Expenses borne Adviser pursuant to that certain Investment Advisory Agreement, dated as of [____], [____], by each Fund shall include, but are not limited to, (i) organizational and offering expenses of between the Fund and expenses incurred in connection with the issuance of shares of Adviser, as the same may be amended or restated from time to time (the “Investment Advisory Agreement”), including, without limitation, those relating to: (a) the Fund’s organizational expenses; (iib) fees of calculating the Company's custodian and transfer agent; Fund’s net asset value (iii) including the costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"any independent valuation firm); (vic) debt service and other costs of borrowings or other financing arrangements; (d) fees and expenses, including legal, consulting or other professional fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Fund’s investments and, if necessary, enforcing the Fund’s rights; (e) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (f) brokerage fees and commissions; (g) federal and state registration fees; (h) any applicable exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Shares and other securities, including costs related to the use of one or more dealer managers and/or underwriters; (k) the base management fee and any incentive fee payable under the Investment Advisory Agreement; (l) distributions on the Shares or other securities; (m) administration fees payable to the Administrator under this Agreement; (n) any fees and expenses relating to transfer agent, custodial, and escrow agent services; (o) independent trustee fees and expenses; (p) the costs of any liabilityreports, uncollectible items proxy statements or other notices to the Fund’s shareholders, including printing costs; (q) the costs of deposit holding shareholder meetings; (r) litigation, indemnification and other insurance non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and charges of any trade association of which the Fund is a member; (v) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (w) fees and expenses associated with independent audits and outside legal costs; (x) the Fund’s fidelity bond; (viiy) the cost of preparing, printingtrustees and officers/errors and omissions liability insurance, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholdersother insurance premiums; (viiiz) legal, auditing, costs associated with the Fund’s reporting and accounting fees; (ix) trade association dues; (x) filing fees compliance obligations under the 1940 Act and expenses of registering and maintaining registration of shares of the Fund under applicable U.S. federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiiiaa) extraordinary all other expenses reasonably incurred by the Fund or the Administrator in connection with administering the Fund’s business, such as the allocable portion of overhead and non-recurring expenses.
(c) other expenses incurred by the Administrator in performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation and related expenses of the Fund’s chief compliance officer, chief financial officer, chief operating officer and their respective support staff. To the extent the Adviser incurs Administrator outsources any costs which are an obligation of a Fund as set forth herein and its functions, including to the extent such costs have been reasonably renderedany sub-administrator, the Fund shall promptly reimburse pay the Adviser for fees associated with such costsfunctions on a direct basis, without profit to the Administrator.
Appears in 1 contract
Samples: Administration Agreement (Eagle Point Institutional Income Fund)
Allocation of Costs and Expenses. The Trust shall bear all costs and expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses that have been paid by the Administrator on behalf of the Trust on the terms and conditions set forth in Section 5. These costs and expenses shall include, but not be limited to:
(a) The Adviser shall pay trust and organizational expenses relating to borrowings and offerings of the costs Trust’s common shares and other securities and incurrences of rendering its services pursuant indebtedness, subject to limitations included in the terms of investment advisory agreement entered into between the Trust and NSAM J-CEF Ltd and this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.;
(b) Each Fund shall bear all expenses the cost of its operation calculating the Trust’s net asset value, including the cost of any third-party valuation services;
(including its proportionate share c) the cost of the general expenses of the Company) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational effecting sales and offering expenses of the Fund and expenses incurred in connection with the issuance repurchases of shares of the Fund; Trust’s common shares and other securities;
(iid) fees payable to third parties relating to, or associated with, making, monitoring and disposing of the Company's custodian investments, and transfer agent; (iii) costs valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of pricing prospective investments;
(e) interest payable on debt, if any, incurred to finance the Trust’s investments;
(f) federal and calculating the net asset value per share for each class of the Fund state registration or notification fees;
(g) transfer agent and of maintaining the books and records required by the 1940 Act; custodial fees;
(ivh) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation fees and expenses of Directors who are not interested persons of associated with the Company or the Adviser Trust’s marketing efforts;
("Disinterested Directors"); i) federal, state and local taxes;
(vij) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering Independent Trustees (as defined herein);
(k) costs of proxy statements, tender offer correspondence and maintaining registration shareholders’ reports and notices;
(l) costs of shares fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums;
(m) direct costs, including those relating to printing, mailing, long distance telephone and staff costs;
(n) fees and expenses associated with independent audits and outside legal costs, including compliance with the Saxxxxxx-Xxxxx Xct of 2002, the Fund under 1940 Act and applicable federal and state securities laws; ;
(xio) costs associated with the Trust’s reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws;
(p) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expenses.commissions for the Trust’s investments;
(cq) To 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 extent cost of obtaining such research and market data); and
(r) all other expenses incurred by the Adviser incurs any costs which are an obligation Trust or the Administrator in connection with administering the Trust’s business, including expenses incurred by the Administrator in performing its obligations under this Agreement and the reimbursement of a Fund as set forth herein the allocable portion of the compensation of the Trust’s chief financial officer, chief compliance officer and administrative support staff attributable to the Trust, to the extent such costs have been reasonably renderedthat they are not a person with a controlling interest in the Administrator or any of its affiliates, subject to the Fund shall promptly reimburse the Adviser for such costslimitations included in this Agreement, as applicable.
Appears in 1 contract
Samples: Administration Agreement (NorthStar Global Corporate Income Fund)
Allocation of Costs and Expenses. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund Company shall bear all costs and expenses of that are incurred in its operation (including its proportionate share of the general expenses of the Company) and transactions and not specifically assumed by Eagle Point Income Management LLC (the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of October 5, 2018, by and between the Company and the Adviser, as the same may be amended from time to time (the “Investment Advisory Agreement”). Expenses Costs and expenses to be borne by each Fund shall the Company include, but are shall not be limited to, those relating to: (ia) the Company’s organizational costs and offering expenses costs incurred prior to the completion of the Fund and expenses incurred in connection with the issuance its initial public offering up to a maximum of shares of the Fund$750,000; (iib) fees of calculating the Company's custodian and transfer agent; ’s net asset value (iii) including the costs and expenses of any independent valuation firm or pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Directors who are not interested persons of the Company or the Adviser ("Disinterested Directors"service); (vic) interest payable on debt, if any, incurred to finance the Company’s investments; (d) fees and expenses, including legal fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Company’s investments and, if necessary, enforcing the Company’s rights; (e) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (f) brokerage fees and commissions; (g) federal and state registration fees; (h) exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Company’s common stock and other securities; (k) the management fee payable under the Investment Advisory Agreement; (l) distributions on the Company’s common stock and other securities; (m) administration fees payable to the Administrator under this Agreement; (n) transfer agent and custody fees and expenses; (o) independent director fees and expenses; (p) the costs of any liabilityreports, uncollectible items proxy statements or other notices to the Company’s securityholders, including printing costs; (q) the costs of deposit holding stockholder meetings; (r) litigation, indemnification and other insurance non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) dues, fees and charges of any trade association of which the Company is a member; (u) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (v) fees and expenses associated with independent audits and outside legal costs; (w) the Company’s fidelity bond; (viix) the cost of preparing, printingdirectors and officers/errors and omissions liability insurance, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholdersother insurance premiums; (viiiy) legal, auditing, costs associated with the Company’s reporting and accounting fees; (ix) trade association dues; (x) filing fees compliance obligations under the 1940 Act and expenses of registering and maintaining registration of shares of the Fund under applicable U.S. federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiiiz) extraordinary all other expenses reasonably incurred by the Company or the Administrator in connection with administering the Company’s business, such as the allocable portion of overhead and non-recurring expenses.
(c) other expenses incurred by the Administrator in performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the costs of compensation and related expenses of the Company’s chief compliance officer, chief financial officer, chief operating officer and their respective support staff. To the extent the Adviser incurs Administrator outsources any costs which are an obligation of its functions, the Company shall pay the fees associated with such functions on a Fund as set forth herein and direct basis, without profit to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costsAdministrator.
Appears in 1 contract
