Common use of Allocation of Costs and Expenses Clause in Contracts

Allocation of Costs and Expenses. The Company will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Company’s investment adviser (the “Investment Manager”) pursuant to an investment advisory agreement to be entered into by and between the Company and the Investment Manager concurrent herewith (the “Investment Management Agreement”), including those relating to: (a) organizational expenses of the 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 Company’s membership in investment company organizations; (f) 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 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 registration of the Company and registering the Company as a broker or a dealer; (o) the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act); (p) the cost of preparing 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 data service, copying, secretarial and other staff, independent auditors and outside legal costs; (x) 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 the Company not incurred in the ordinary course of the Company’s business.

Allocation of Costs and Expenses. The Company will shall bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Company’s investment adviser Eagle Point Credit Management LLC (the “Investment ManagerAdviser”) pursuant to an investment advisory agreement to be entered into that certain Investment Advisory Agreement, dated as of July 10, 2018, by and between the Company and the Investment Manager concurrent herewith Adviser, as the same may be amended from time to time (the “Investment Management Advisory Agreement”). Costs and expenses to be borne by the Company include, including but shall not be limited to, those relating to: : (a) organizational expenses of the Company; ’s organizational costs and offering costs incurred prior to the completion of its initial public offering up to a maximum of $750,000; (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 Company’s membership in investment company organizations; (f) 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 firmfirm or pricing service); ; (c) 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) fees federal, state and expenses relating to local taxes; (j) costs of offerings or repurchases of the Company’s common stock and other securities; (j) legal, auditing or accounting expenses; ; (k) federal, state and local taxes and other governmental fees; the management fee payable under the Investment Advisory Agreement; (l) the fees and expenses of the Administrator (or any successor administrator thereto), any sub-administrator to the Company, distributions on the Company’s transfer agent or sub-transfer agent, common stock 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; securities; (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 administration fees for registering or qualifying shares of the Company for sale and of maintaining the registration of the Company and registering the Company as a broker or a dealer; (o) the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act); (p) the cost of preparing 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; ; (n) transfer agent and custody fees and expenses; (o) independent director fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Company’s securityholders, including printing costs; (q) the costs of holding stockholder meetings; (r) litigation, indemnification and other 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 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, ; (x) directors and officers/errors and omissions liability insurance, and any other insurance premiums; ; (wy) direct costs and expenses incurred by associated with the Company, ’s reporting and compliance obligations under 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 1940 Act and data service, copying, secretarial applicable U.S. federal and other staff, independent auditors state securities laws; and outside legal costs; (xz) all other expenses reasonably incurred by the Company, the Investment Manager Company or the Administrator in connection with administering the Company’s business (including payments under business, such as the Administration Agreement between the Company allocable portion of overhead and other expenses incurred by the Administrator based upon 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 Administrator’s overhead in performing its obligations under the Administration Agreement, including rent costs of compensation and the allocable portion of the cost related expenses of the Company’s Chief Financial Officer and Chief Compliance Officer chief compliance officer, chief financial officer, chief operating officer and their respective staffs (including reasonable travel expenses); and (y) costs incurred by support staff. To the extent the Administrator outsources any of its functions, the Company in connection shall pay the fees associated with any claimsuch functions on a direct basis, litigation, arbitration, mediation, government investigation or dispute in connection with without profit to 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 the Company not incurred in the ordinary course of the Company’s businessAdministrator.

Allocation of Costs and Expenses. The Company will shall bear all costs and expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses that are incurred in its operation and transactions and not specifically assumed have been paid by the Company’s investment adviser (the “Investment Manager”) pursuant to an investment advisory agreement to be entered into by and between Administrator on behalf of the Company on the terms and the Investment Manager concurrent herewith (the “Investment Management Agreement”)conditions set forth in Section 5. These costs and expenses shall include, including those relating but not be limited to: (a) corporate and organizational expenses relating to offerings of the Company’s common stock, subject to limitations included in the investment advisory agreement entered into between the Company and CĪON Investment Management, LLC, dated June 19, 2012; (b) fees and expenses, including reasonable travel expenses, actually incurred by the Investment Manager or payable to third parties related to the investments cost 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 Company’s membership in investment company organizations; (f) brokers’ commissions; (g) investment advisory and management fees; (h) fees and expenses associated with calculating the Company’s net asset value (value, including the costs related fees and expenses cost of any independent third-party valuation firm)services; (ic) fees the cost of effecting sales and expenses relating to offerings repurchases of shares of the Company’s common stock and other securities; (d) fees payable to third parties relating to, or associated with, 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; (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts; (i) federal, state and local taxes; (j) legal, auditing or accounting independent directors’ fees and expenses; (k) federalcosts of proxy statements, state stockholders’ reports and local taxes and other governmental feesnotices; (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 registration of the Company and registering the Company as a broker or a dealer; (o) the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act); (p) the cost of preparing 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, insurance and any other insurance premiums; (wm) 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 Companycosts, including those relating to printing, mailing, long distance telephone, cellular phone telephone and data service, copying, secretarial staff; (n) fees and other staff, expenses associated with independent auditors audits and outside legal costs, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xo) brokerage commissions for the Company’s investments; (p) all other expenses incurred by the Company, the Investment Manager Company or the Administrator in connection with administering the Company’s business (business, including payments under the Administration Agreement between the Company and expenses incurred by the Administrator based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under obligations; and (q) the Administration Agreement, including rent and the allocable portion reimbursement of the cost compensation of the Company’s Chief Financial Officer chief financial officer and Chief Compliance Officer and their respective staffs (including reasonable travel expenses); and (y) costs incurred chief compliance officer, whose salaries are paid by the Company Administrator, to the extent that each such reimbursement amount is subject to the limitations included in connection with this Agreement. The Administrator acknowledges that it shall be responsible to ensure that (i) any claimreimbursement to the Company’s investment advisers and/or sub-advisers, litigationor any other person for deferred Organization and Offering Expenses (as defined in the Articles of Incorporation), arbitrationincluding any interest thereon, mediationif any, government investigation shall not exceed the 18% 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 dispute in connection with the business 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, including pursuant to Section 6 of the Advisory Agreementdirectly or indirectly, and shall be taken into consideration in computing 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 the Company not incurred in the ordinary course of the Company’s businessallowable Front End Fees.

Allocation of Costs and Expenses. The Company will shall bear all costs and expenses that are incurred in for the administration of its operation business and transactions shall reimburse the Administrator for any such costs and not specifically assumed expenses which have been paid by the Company’s investment adviser (the “Investment Manager”) pursuant to an investment advisory agreement to be entered into by and between Administrator on behalf of the Company on the terms and the Investment Manager concurrent herewith (the “Investment Management Agreement”)conditions set forth in Section 5. These costs and expenses shall include, including those relating but not be limited to: (a) corporate, organizational and offering expenses relating to offerings of the Company’s common stock, subject to limitations included in the investment advisory agreement entered into between the Company and SIC Advisors LLC, dated __________, 2011; (b) fees and expenses, including reasonable travel expenses, actually incurred by the Investment Manager or payable to third parties related to the investments cost 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 Company’s membership in investment company organizations; (f) brokers’ commissions; (g) investment advisory and management fees; (h) fees and expenses associated with calculating the Company’s net asset value (value, including the costs related fees and expenses cost of any independent third-party valuation firm)services; (ic) fees the cost of effecting sales and expenses relating to offerings repurchases of shares of the Company’s common stock and other securities; (d) fees payable to third parties relating to, or associated with, monitoring the Company’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 and custodial fees; (h) fees and expenses associated with marketing efforts; (i) federal, state and local taxes; (j) legalindependent directors’ fees and expenses, auditing or accounting including travel expenses; (k) federalcosts of director and stockholder meetings, state proxy statements, stockholders’ reports and local taxes and other governmental feesnotices; (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 registration of the Company and registering the Company as a broker or a dealer; (o) the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act); (p) the cost of preparing 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 other types of insurance, and any other insurance premiums; (wm) 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 Companycosts, including printingthose relating to printing of stockholder reports and advertising or sales materials, mailing, long distance telephone, cellular phone telephone and data service, copying, secretarial staff; (n) fees and other staff, expenses associated with independent auditors audits and outside legal costs, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xo) brokerage commissions for the Company’s investments; (p) all other expenses incurred by the Company, the Investment Manager Company or the Administrator in connection with administering the Company’s business (business, including payments under the Administration Agreement between the Company and expenses incurred by the Administrator based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under obligations; and (q) the Administration Agreement, including rent and the allocable portion reimbursement of the cost compensation of the Company’s Chief Financial Officer chief financial officer and Chief Compliance Officer and their respective staffs (including reasonable travel expenses); and (y) costs incurred chief compliance officer, whose salaries are paid by the Company Administrator, to the extent that each such reimbursement amount is subject to the limitations included in connection with this Agreement. The Administrator acknowledges that it shall be responsible to ensure that (i) any claimreimbursement to the Company’s investment advisers and/or sub-advisers, litigationor any other person for deferred Organization and Offering Expenses (as defined in the Articles of Incorporation), arbitrationincluding any interest thereon, mediationif any, government investigation shall not exceed the 18% 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 dispute in connection with the business 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, including pursuant to Section 6 of the Advisory Agreementdirectly or indirectly, and shall be taken into consideration in computing 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 the Company not incurred in the ordinary course of the Company’s businessallowable Front End Fees.

Allocation of Costs and Expenses. The Company will shall bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Company’s investment adviser (the “Investment Manager”) Adviser pursuant to an investment advisory agreement to be entered into that certain Investment Advisory Agreement, dated as of [·], 2014, by and between the Company and the Investment Manager concurrent herewith Adviser (the “Investment Management Advisory Agreement”). Costs and expenses to be borne by the Company include, including but shall not be limited to, those relating to: : (a) organizational expenses of the 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 Company’s membership in investment company organizations; (f) 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); ; (b) 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) fees and expenses relating to costs of offerings or repurchases of the Company’s common stock and other securities; ; (j) legal, auditing or accounting expenses; the base management fee and any incentive fee payable under the Investment Advisory Agreement; (k) federal, state and local taxes and other governmental fees; distributions on the Company’s common stock; (l) the administration 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 registration of the Company and registering the Company as a broker or a dealer; (o) the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act); (p) the cost of preparing 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; ; (m) transfer agent and custody fees and expenses; (n) independent director fees and expenses; (o) the costs of any reports, proxy statements or other notices to the Company’s stockholders, including printing costs; (p) the costs of holding stockholder meetings; (q) litigation, indemnification and other 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) the Company’s allocable portion of the costs fees and expenses associated with maintaining any computer software, hardware or information technology services (including information systems, Bloomberg or similar terminals, cybersecurity independent audits 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); outside legal costs; (v) the Company’s allocable portion of the fidelity bond, ; (w) directors and officers/errors and omissions liability insurance, and any other insurance premiums; ; (wx) direct costs and expenses incurred by associated with the Company, ’s reporting and compliance obligations under 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 1940 Act and data service, copying, secretarial applicable U.S. federal and other staff, independent auditors state securities laws; and outside legal costs; (xy) all other expenses reasonably incurred by the Company, the Investment Manager Company or the Administrator in connection with administering the Company’s business (including payments under business, such as the Administration Agreement between the Company allocable portion of overhead and other expenses incurred by the Administrator based upon 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 Administrator’s overhead in performing its obligations under the Administration Agreement, including rent costs of compensation and the allocable portion of the cost related expenses of the Company’s Chief Financial Officer chief compliance officer, chief financial officer, chief operating officer and Chief Compliance Officer and their respective staffs (including reasonable travel expenses); and (y) costs incurred by any support staff. To the extent the Administrator outsources any of its functions, the Company in connection shall pay the fees associated with any claimsuch functions on a direct basis, litigation, arbitration, mediation, government investigation or dispute in connection with without profit to 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 the Company not incurred in the ordinary course of the Company’s businessAdministrator.

Allocation of Costs and Expenses. The Company will shall bear all costs and expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses that are incurred in its operation and transactions and not specifically assumed have been paid by the Company’s investment adviser (the “Investment Manager”) pursuant to an investment advisory agreement to be entered into by and between Administrator on behalf of the Company on the terms and the Investment Manager concurrent herewith (the “Investment Management Agreement”)conditions set forth in Section 5. These costs and expenses shall include, including those relating but not be limited to: (a) corporate and organizational expenses relating to offerings of the Company’s common stock, subject to limitations included in the investment advisory agreement entered into between the Company and Xxxxxxx Capital BDC Advisor, LLC, dated January 16, 2015; (b) fees and expenses, including reasonable travel expenses, actually incurred by the Investment Manager or payable to third parties related to the investments cost 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 Company’s membership in investment company organizations; (f) brokers’ commissions; (g) investment advisory and management fees; (h) fees and expenses associated with calculating the Company’s net asset value (value, including the costs related fees and expenses cost of any independent third-party valuation firm)services; (ic) fees the cost of effecting sales and expenses relating to offerings repurchases of shares of the Company’s common stock and other securities; (d) fees payable to third parties relating to, or associated with, 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; (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts; (i) federal, state and local taxes; (j) legal, auditing or accounting independent directors’ fees and expenses; (k) federalcosts of proxy statements, state stockholders’ reports and local taxes and other governmental feesnotices; (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 registration of the Company and registering the Company as a broker or a dealer; (o) the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act); (p) the cost of preparing 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, insurance and any other insurance premiums; (wm) 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 Companycosts, including those relating to printing, mailing, long distance telephone, cellular phone telephone and data service, copying, secretarial staff; (n) fees and other staff, expenses associated with independent auditors audits and outside legal costs, including compliance with the Xxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xo) brokerage commissions for the Company’s investments; (p) all other expenses incurred by the Company, the Investment Manager Company or the Administrator in connection with administering the Company’s business (business, including payments under the Administration Agreement between the Company and expenses incurred by the Administrator based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under obligations; and (q) the Administration Agreement, including rent and the allocable portion reimbursement of the cost compensation of the Company’s Chief Financial Officer chief financial officer and Chief Compliance Officer and their respective staffs (including reasonable travel expenses); and (y) costs incurred chief compliance officer, whose salaries are paid by the Company Administrator, to the extent that each such reimbursement amount is subject to the limitations included in connection with this Agreement. The Administrator acknowledges that it shall be responsible to ensure that (i) any claimreimbursement to the Company’s investment advisers and/or sub-advisers, litigationor any other person for deferred Organization and Offering Expenses (as defined in the Articles of Incorporation), arbitrationincluding any interest thereon, mediationif any, government investigation shall not exceed the 18% 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 dispute in connection with the business 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, including pursuant to Section 6 of the Advisory Agreementdirectly or indirectly, and shall be taken into consideration in computing 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 the Company not incurred in the ordinary course of the Company’s businessallowable Front End Fees.

Allocation of Costs and Expenses. The Company will shall bear all costs and expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses that are incurred in its operation and transactions and not specifically assumed have been paid by the Company’s investment adviser (the “Investment Manager”) pursuant to an investment advisory agreement to be entered into by and between Administrator on behalf of the Company on the terms and the Investment Manager concurrent herewith (the “Investment Management Agreement”)conditions set forth in Section 5. These costs and expenses shall include, including those relating but not be limited to: (a) corporate and organizational expenses relating to offerings of the Company’s common stock, subject to limitations included in the investment advisory agreement entered into between the Company and Xxxxxxx Capital BDC Advisor, LLC, dated __________, 2014; (b) fees and expenses, including reasonable travel expenses, actually incurred by the Investment Manager or payable to third parties related to the investments cost 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 Company’s membership in investment company organizations; (f) brokers’ commissions; (g) investment advisory and management fees; (h) fees and expenses associated with calculating the Company’s net asset value (value, including the costs related fees and expenses cost of any independent third-party valuation firm)services; (ic) fees the cost of effecting sales and expenses relating to offerings repurchases of shares of the Company’s common stock and other securities; (d) fees payable to third parties relating to, or associated with, 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; (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts; (i) federal, state and local taxes; (j) legal, auditing or accounting independent directors’ fees and expenses; (k) federalcosts of proxy statements, state stockholders’ reports and local taxes and other governmental feesnotices; (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 registration of the Company and registering the Company as a broker or a dealer; (o) the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act); (p) the cost of preparing 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, insurance and any other insurance premiums; (wm) 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 Companycosts, including those relating to printing, mailing, long distance telephone, cellular phone telephone and data service, copying, secretarial staff; (n) fees and other staff, expenses associated with independent auditors audits and outside legal costs, including compliance with the Xxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xo) brokerage commissions for the Company’s investments; (p) all other expenses incurred by the Company, the Investment Manager Company or the Administrator in connection with administering the Company’s business (business, including payments under the Administration Agreement between the Company and expenses incurred by the Administrator based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under obligations; and (q) the Administration Agreement, including rent and the allocable portion reimbursement of the cost compensation of the Company’s Chief Financial Officer chief financial officer and Chief Compliance Officer and their respective staffs (including reasonable travel expenses); and (y) costs incurred chief compliance officer, whose salaries are paid by the Company Administrator, to the extent that each such reimbursement amount is subject to the limitations included in connection with this Agreement. The Administrator acknowledges that it shall be responsible to ensure that (i) any claimreimbursement to the Company’s investment advisers and/or sub-advisers, litigationor any other person for deferred Organization and Offering Expenses (as defined in the Articles of Incorporation), arbitrationincluding any interest thereon, mediationif any, government investigation shall not exceed the 18% 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 dispute in connection with the business 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, including pursuant to Section 6 of the Advisory Agreementdirectly or indirectly, and shall be taken into consideration in computing 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 the Company not incurred in the ordinary course of the Company’s businessallowable Front End Fees.

Allocation of Costs and Expenses. The Company will shall bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Sound Point Meridian Management Company’s investment adviser , LLC (the “Investment ManagerAdviser”) pursuant to an investment advisory agreement to be entered into that certain Investment Advisory Agreement, dated as of May 9, 2024, by and between the Company and the Investment Manager concurrent herewith Adviser, as the same may be amended from time to time (the “Investment Management Advisory Agreement”). Costs and expenses to be borne by the Company include, including but shall not be limited to, those relating to: : (a) organizational expenses of the Company; ’s offering costs incurred prior to the completion of its initial public offering; (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 Company’s membership in investment company organizations; (f) 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 firmfirm or pricing service); ; (c) 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) fees federal, state and expenses relating to local taxes; (j) costs of offerings or repurchases of the Company’s common stock and other securities; (j) legal, auditing or accounting expenses; as applicable; (k) federal, state the management fees and local taxes and other governmental fees; incentive fees payable under the Investment Advisory Agreement; (l) the fees and expenses of the Administrator (or any successor administrator thereto), any sub-administrator to the Company, distributions on the Company’s transfer agent or sub-transfer agentcommon stock and other securities, 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; as applicable; (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 administration fees for registering or qualifying shares of the Company for sale and of maintaining the registration of the Company and registering the Company as a broker or a dealer; (o) the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act); (p) the cost of preparing 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; ; (n) transfer agent and custody fees and expenses; (o) independent director fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Company’s securityholders, including printing costs; (q) costs of holding meetings of the Company’s securityholders; (r) litigation, indemnification and other 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 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, ; (x) directors and officers/errors and omissions liability insurance, and any other insurance premiums; ; (wy) direct costs and expenses incurred by associated with the Company, ’s reporting and compliance obligations under 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 1940 Act and data service, copying, secretarial applicable U.S. federal and other staff, independent auditors state securities laws; and outside legal costs; (xz) all other expenses reasonably incurred by the Company, the Investment Manager Company or the Administrator in connection with administering the Company’s business (including payments under the Administration Agreement between the Company and or incurred by the Administrator based upon on the Company’s behalf, such as the allocable portion of overhead and other expenses incurred by the Administrator’s overhead Administrator in performing its obligations under the Administration Agreement, including rent including, but not limited to, rent, the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the cost costs of compensation and related expenses of the Company’s Chief Financial Officer and Chief Compliance Officer chief compliance officer, chief financial officer, chief operating officer and their respective staffs (including reasonable travel expenses); and (y) costs incurred by support staff. To the extent the Administrator outsources any of its functions, the Company in connection shall pay the fees associated with any claimsuch functions on a direct basis, litigation, arbitration, mediation, government investigation or dispute in connection with without profit to 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 the Company not incurred in the ordinary course of the Company’s businessAdministrator.

Allocation of Costs and Expenses. The Company will shall bear all costs and expenses that are incurred in for the administration of its operation business and transactions shall reimburse the Administrator for any such costs and not specifically assumed expenses which have been paid by the Company’s investment adviser (the “Investment Manager”) pursuant to an investment advisory agreement to be entered into by and between Administrator on behalf of the Company on the terms and the Investment Manager concurrent herewith (the “Investment Management Agreement”)conditions set forth in Section 5. These costs and expenses shall include, including those relating but not be limited to: (a) corporate, organizational and offering expenses relating to offerings of the Company’s common stock, subject to limitations included in the investment advisory agreement between the Company and VII Peaks-KBR BDC Advisor II, Inc.; (b) fees and expenses, including reasonable travel expenses, actually incurred by the Investment Manager or payable to third parties related to the investments cost 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 Company’s membership in investment company organizations; (f) brokers’ commissions; (g) investment advisory and management fees; (h) fees and expenses associated with calculating the Company’s net asset value (value, including the costs related fees and expenses cost of any independent third-party valuation firm)services; (ic) fees the cost of effecting sales and expenses relating to offerings repurchases of shares of the Company’s common stock and other securities; (jd) legalfees payable to third parties relating to, auditing or accounting expensesassociated with, monitoring the Company’s financial and legal affairs, making investments, and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments; (ke) federal and state registration fees and any stock exchange listing fees; (f) transfer agent and custodial fees; (g) fees and expenses associated with marketing efforts; (h) federal, state and local taxes and other governmental feestaxes; (li) the independent directors’ fees and expenses of the Administrator (or any successor administrator thereto)expenses, 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 partyincluding travel expenses; (mj) the cost costs of preparing stock certificates or any other expensesdirector and stockholder meetings, including clerical expenses of issueproxy statements, redemption or repurchase of securities of the Companystockholders’ reports and notices; (n) the expenses of and fees for registering or qualifying shares of the Company for sale and of maintaining the registration of the Company and registering the Company as a broker or a dealer; (o) the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act); (p) the cost of preparing and distributing reports, proxy statements and notices to shareholders, the SEC and other governmental or regulatory authorities; (qk) 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 other types of insurance, and any other insurance premiums; (wl) 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 Companycosts, including printingthose relating to printing of stockholder reports and advertising or sales materials, mailing, long distance telephone, cellular phone telephone and data service, copying, secretarial staff; (m) fees and other staff, expenses associated with independent auditors audits and outside legal costs, including compliance with the Xxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xn) brokerage commissions for the Company’s investments; (o) all other expenses incurred by the Company, the Investment Manager Company or the Administrator in connection with administering the Company’s business (our business, including payments under the Administration Agreement between the Company and expenses incurred by the Administrator based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under obligations; and (p) the Administration Agreement, including rent and the allocable portion reimbursement of the cost compensation of the Company’s Chief Financial Officer chief financial officer and Chief Compliance Officer and their respective staffs (including reasonable travel expenses); and (y) costs incurred chief compliance officer, whose salaries are paid by the Company Administrator, to the extent that each such reimbursement amount is annually approved by the Company’s independent directors and subject to the limitations included in connection with this Agreement. The Administrator acknowledges that it shall be responsible to ensure that (i) any claimreimbursement to the Company’s investment advisers and/or sub-advisers, litigationor any other person for deferred Organization and Offering Expenses (as defined in the Articles of Incorporation), arbitrationincluding any interest thereon, mediationif any, government investigation shall not exceed the 18% 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 dispute in connection with the business 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, including pursuant to Section 6 of the Advisory Agreementdirectly or indirectly, and shall be taken into consideration in computing 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 the Company not incurred in the ordinary course of the Company’s businessallowable Front End Fees.

Allocation of Costs and Expenses. The Company will shall bear all costs and expenses that are incurred in for the administration of its operation business and transactions shall reimburse the Administrator for any such costs and not specifically assumed expenses which have been paid by the Company’s investment adviser (the “Investment Manager”) pursuant to an investment advisory agreement to be entered into by and between Administrator on behalf of the Company on the terms and the Investment Manager concurrent herewith (the “Investment Management Agreement”)conditions set forth in Section 5. These costs and expenses shall include, including those relating but not be limited to: (a) corporate, organizational expenses of the 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 Company’s membership in investment company organizations; (f) 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 offering expenses relating to offerings of the Company’s 's common stock, subject to limitations included in the investment advisory agreement between the Company and VII Peaks Capital, LLC; (b) the cost of calculating the Company's net asset value, including the related fees and cost of any third-party valuation services; (c) the cost of effecting sales and repurchases of shares of the Company's common stock and other securities; (jd) legalfees payable to third parties relating to, auditing or accounting expensesassociated with, monitoring the Company's financial and legal affairs, making investments, and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments; (ke) federal and state registration fees and any stock exchange listing fees; (f) transfer agent and custodial fees; (g) fees and expenses associated with marketing efforts; (h) federal, state and local taxes and other governmental feestaxes; (li) the independent directors' fees and expenses of the Administrator (or any successor administrator thereto)expenses, 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 partyincluding travel expenses; (mj) the cost costs of preparing stock certificates or any other expensesdirector and stockholder meetings, including clerical expenses of issueproxy statements, redemption or repurchase of securities of the Companystockholders' reports and notices; (n) the expenses of and fees for registering or qualifying shares of the Company for sale and of maintaining the registration of the Company and registering the Company as a broker or a dealer; (o) the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act); (p) the cost of preparing and distributing reports, proxy statements and notices to shareholders, the SEC and other governmental or regulatory authorities; (qk) 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 other types of insurance, and any other insurance premiums; (wI) 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 Companycosts, including printingthose relating to printing of stockholder reports and advertising or sales materials, mailing, long distance telephone, cellular phone telephone and data service, copying, secretarial staff; (m) fees and other staff, expenses associated with independent auditors audits and outside legal costs, including compliance with the Xxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xn) all other expenses incurred by brokerage commissions for 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 the Company not incurred in the ordinary course of the Company’s business.'s investments;

Allocation of Costs and Expenses. The Company will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Company’s 's investment adviser (the “"Investment Manager”") pursuant to an investment advisory agreement to be entered into by and between the Company and the Investment Manager concurrent herewith (the “"Investment Management Agreement”"), including those relating to: (a) organizational expenses of the 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 's business; (e) fees and expenses incurred by the Company in connection with the Company’s 's membership in investment company organizations; (f) brokers’ ' commissions; (g) investment advisory and management fees; (h) fees and expenses associated with calculating the Company’s '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 '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 '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 registration of the Company and registering the Company as a broker or a dealer; (o) the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act); (p) the cost of preparing 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 '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 '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 '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 data service, copying, secretarial and other staff, independent auditors and outside legal costs; (x) all other expenses incurred by the Company, the Investment Manager or the Administrator in connection with administering the Company’s 's business (including payments under the Administration Agreement between the Company and the Administrator based upon the Company’s 's allocable portion of the Administrator’s 's overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s '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 's rights against any person and indemnification or contribution expenses payable by the Company to any person and other extraordinary expenses of the Company not incurred in the ordinary course of the Company’s 's business.

Allocation of Costs and Expenses. The Company will shall bear all costs and expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses that are incurred in its operation and transactions and not specifically assumed have been paid by the Company’s investment adviser (the “Investment Manager”) pursuant to an investment advisory agreement to be entered into by and between Administrator on behalf of the Company on the terms and the Investment Manager concurrent herewith (the “Investment Management Agreement”)conditions set forth in Section 5. These costs and expenses shall include, including those relating but not be limited to: (a) corporate and organizational expenses relating to offerings of the Company’s common stock, subject to limitations included in the investment advisory agreement entered into between the Company and CĪON Investment Management, LLC, dated __________, 2012; (b) fees and expenses, including reasonable travel expenses, actually incurred by the Investment Manager or payable to third parties related to the investments cost 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 Company’s membership in investment company organizations; (f) brokers’ commissions; (g) investment advisory and management fees; (h) fees and expenses associated with calculating the Company’s net asset value (value, including the costs related fees and expenses cost of any independent third-party valuation firm)services; (ic) fees the cost of effecting sales and expenses relating to offerings repurchases of shares of the Company’s common stock and other securities; (d) fees payable to third parties relating to, or associated with, 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; (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts; (i) federal, state and local taxes; (j) legal, auditing or accounting independent directors’ fees and expenses; (k) federalcosts of proxy statements, state stockholders’ reports and local taxes and other governmental feesnotices; (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 registration of the Company and registering the Company as a broker or a dealer; (o) the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act); (p) the cost of preparing 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, insurance and any other insurance premiums; (wm) 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 Companycosts, including those relating to printing, mailing, long distance telephone, cellular phone telephone and data service, copying, secretarial staff; (n) fees and other staff, expenses associated with independent auditors audits and outside legal costs, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xo) brokerage commissions for the Company’s investments; (p) all other expenses incurred by the Company, the Investment Manager Company or the Administrator in connection with administering the Company’s business (business, including payments under the Administration Agreement between the Company and expenses incurred by the Administrator based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under obligations; and (q) the Administration Agreement, including rent and the allocable portion reimbursement of the cost compensation of the Company’s Chief Financial Officer chief financial officer and Chief Compliance Officer and their respective staffs (including reasonable travel expenses); and (y) costs incurred chief compliance officer, whose salaries are paid by the Company Administrator, to the extent that each such reimbursement amount is subject to the limitations included in connection with this Agreement. The Administrator acknowledges that it shall be responsible to ensure that (i) any claimreimbursement to the Company’s investment advisers and/or sub-advisers, litigationor any other person for deferred Organization and Offering Expenses (as defined in the Articles of Incorporation), arbitrationincluding any interest thereon, mediationif any, government investigation shall not exceed the 18% 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 dispute in connection with the business 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, including pursuant to Section 6 of the Advisory Agreementdirectly or indirectly, and shall be taken into consideration in computing 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 the Company not incurred in the ordinary course of the Company’s businessallowable Front End Fees.

Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions and that are not specifically assumed by the Company’s Corporation?s investment adviser (the “Investment Manager”) Adviser), pursuant to an investment advisory agreement to be entered into that certain Investment Advisory Agreement, dated as of June 26, 2008 by and between the Company Corporation and the Investment Manager concurrent herewith (Adviser. Costs and expenses to be borne by the “Investment Management Agreement”)Corporation include, including but are not limited to, those relating to: : organization and offering; calculating the Corporation?s net asset value (a) organizational including the cost and expenses of the Company; (b) fees and expenses, including reasonable travel expenses, actually any independent valuation firm); expenses incurred by the Investment Manager or Adviser payable to third parties related to the investments of the Companyparties, including, among others, professional fees (including the fees and expenses of counselagents, consultants or other advisors (such as independent valuation firms, accountants and experts) legal counsel), in monitoring financial and fees legal affairs for the Corporation and expenses relating to, or associated with, evaluating, monitoring, researching in monitoring the Corporation?s investments and performing due diligence on investments and its 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 portfolio companies; interest 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 on debt, if any, incurred to finance the Company’s business; (e) fees and expenses incurred by the Company in connection with the Company’s membership in investment company organizations; (f) 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 Corporation?s investments; offerings of the Company’s Corporation?s common stock and other securities; (j) legal; investment advisory fees; administration fees, auditing if any, payable under this Agreement; fees payable to third parties, including agents, consultants or accounting expenses; (k) 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 Corporation?s shares on any securities exchange; federal, state and local taxes and other governmental fees; (l) the taxes; independent directors? 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 registration of the Company and registering the Company as a broker or a dealer; (o) the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act); (p) the cost ; costs of preparing and distributing filing reports or other documents required by the SEC; costs of any reports, proxy statements and or other 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 assetsstockholders, including expenses incurred in printing costs; 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 Corporation?s 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 Companyadministration, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs; (x) ; and all other expenses incurred by the Company, the Investment Manager Corporation or the Administrator in connection with administering the Company’s business (Corporation?s business, including payments under the Administration this Agreement between the Company and the Administrator based upon the Company’s Corporation?s allocable portion of the Administrator’s Administrator?s overhead in performing its obligations under the Administration this Agreement, including rent rent, and the allocable portion of the cost salaries and benefits expenses of the Company’s Chief Financial Officer Corporation?s chief compliance officer, chief financial officer and Chief Compliance Officer controller and their respective staffs (including reasonable travel expenses); and (y) costs incurred staffs, if provided 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 the Company not incurred in the ordinary course of the Company’s businessAdministrator.

Allocation of Costs and Expenses. The Company will Fund shall bear all other costs and expenses that are incurred in of its operation operations and transactions and not specifically assumed by the Company’s investment adviser Adviser pursuant to that certain Investment Advisory Agreement, dated as of October 6, 2023, by and between the Fund and the Adviser, as the same may be amended or restated from time to time (the “Investment Manager”) pursuant to an investment advisory agreement to be entered into by and between the Company and the Investment Manager concurrent herewith (the “Investment Management Advisory Agreement”), including including, without limitation, those relating to: : (a) the Fund’s organizational expenses of the Company; expenses; (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 Company’s membership in investment company organizations; (f) brokers’ commissions; (g) investment advisory and management fees; (h) fees and expenses associated with calculating the CompanyFund’s net asset value (including the costs and expenses of any independent valuation firm); ; (ic) 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 relating to offerings of the Company’s common stock and other securities; (j) expenses, including legal, auditing consulting or accounting other third-party professional fees and expenses and travel expenses; , incurred by the Adviser or payable to third parties in performing due diligence on prospective investments and, if necessary, enforcing the Fund’s rights; (kf) 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 taxes; (j) costs of offerings or repurchases of the Shares and other governmental fees; securities (including, but not limited to, preferred stock and indebtedness), 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 fees and expenses of the Administrator (Shares 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; securities; (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 administration fees for registering or qualifying shares of the Company for sale and of maintaining the registration of the Company and registering the Company as a broker or a dealer; (o) the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act); (p) the cost of preparing 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; ; (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 reports, proxy statements or other notices to the Fund’s shareholders, including printing costs; (q) the costs of holding shareholder meetings; (r) litigation, indemnification and other 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 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); 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 CompanyFund’s allocable portion of the fidelity bond, directors ; (y) trustees and officers/errors and omissions liability insurance, and any other insurance premiums; ; (wz) direct costs and expenses incurred by the Company, the Investment Manager or the Administrator in connection associated with the performance of administrative services on behalf of Fund’s reporting and compliance obligations under the Company, including printing, mailing, long distance telephone, cellular phone 1940 Act and data service, copying, secretarial applicable U.S. federal and other staff, independent auditors state securities laws; and outside legal costs; (xaa) all other expenses reasonably incurred by the Company, the Investment Manager Fund or the Administrator in connection with administering the CompanyFund’s business (including payments business, such as the allocable portion of overhead and other expenses incurred by the Adviser on behalf of the Fund and allocable to the Fund under the Administration Investment Advisory Agreement between or incurred by the Company Administrator in performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions, and the Administrator based upon the CompanyFund’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent costs of compensation and the allocable portion related expenses of the cost of the CompanyFund’s Chief Financial Officer and Chief Compliance Officer chief compliance officer, chief financial officer, chief operating officer and their respective staffs (including reasonable travel expenses); and (y) costs incurred by support staff. To the Company in connection with extent the Administrator outsources any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Companyits functions, 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 sub-administrator, the Company not incurred in Fund shall pay the ordinary course of fees associated with such functions on a direct basis, without profit to the Company’s businessAdministrator.

Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company Administrator shall not be entitled to any additional compensation hereunder. The Corporation will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the CompanyCorporation’s investment adviser (the “Investment ManagerAdviser”) ), pursuant to an investment advisory agreement to be entered into that certain Investment Advisory Agreement, dated as of February 14, 2023 by and between the Company Corporation and the Investment Manager concurrent herewith (Adviser. Costs and expenses to be borne by the “Investment Management Agreement”)Corporation include, including but are not limited to, those relating to: (a) organizational expenses of the Company; (b) fees : organization 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 Company’s membership in investment company organizations; (f) brokers’ commissions; (g) investment advisory and management fees; (h) fees and expenses associated with offering; calculating the CompanyCorporation’s net asset value (including the costs value; effecting sales and expenses repurchases of any independent valuation firm); (i) fees and expenses relating to offerings shares of the CompanyCorporation’s common stock and other securities; ; investment advisory fees; fees and all other expenses payable to third parties relating to, or associated with (ji) legalmaking and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; brokerage fees and commissions; transfer agent, auditing or accounting expenses; (k) custodial fees and escrow services; federal and state registration fees; all costs of registration and listing the Corporation’s shares on any securities exchange; federal, state and local taxes and other governmental fees; (l) the taxes; independent directors’ 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 registration of the Company and registering the Company as a broker or a dealer; (o) the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act); (p) the cost of preparing 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 assetsproxy statements, 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 stockholders’ reports 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 notices; 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 such as printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs; (x) ; travel-related and other expenses for executive and administrative staff in connection with activities for the benefit of the Corporation; expenses for branding, marketing and advertising the Corporation; office equipment and supplies and all other expenses incurred by the Company, the Investment Manager Corporation or the Administrator in connection with administering the CompanyCorporation’s business (business, including payments under the Administration this Agreement between the Company Corporation and the Administrator based upon the CompanyCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration this 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 the Company not incurred in the ordinary course of the Company’s businessrent.

Allocation of Costs and Expenses. The Company will shall bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Company’s investment adviser Panagram Structured Asset Management, LLC (the “Investment ManagerAdviser”) pursuant to an investment advisory agreement to be entered into that certain Investment Advisory Agreement, dated as of November 29, 2021, by and between the Company and the Investment Manager concurrent herewith Adviser, as the same may be amended from time to time (the “Investment Management Advisory Agreement”). Costs and expenses to be borne by the Company include, including but shall not be limited to, those relating to: : (a) organizational expenses of the Company; ’s organizational costs and offering costs incurred prior to the completion of its initial public offering; (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 Company’s membership in investment company organizations; (f) 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 firmfirm or pricing service); ; (c) 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) fees federal, state and expenses relating to local taxes; (j) costs of offerings or repurchases of the Company’s common stock and other securities; (j) legal, auditing or accounting expenses; ; (k) federal, state the management fees and local taxes and other governmental fees; incentive fees payable under the Investment Advisory Agreement; (l) the fees and expenses of the Administrator (or any successor administrator thereto), any sub-administrator to the Company, distributions on the Company’s transfer agent or sub-transfer agent, common stock 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; securities; (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 administration fees for registering or qualifying shares of the Company for sale and of maintaining the registration of the Company and registering the Company as a broker or a dealer; (o) the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act); (p) the cost of preparing 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; ; (n) transfer agent and custody fees and expenses; (o) independent director fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Company’s securityholders, including printing costs; (q) costs of holding meetings of the Company’s securityholders; (r) litigation, indemnification and other 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 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, ; (x) directors and officers/errors and omissions liability insurance, and any other insurance premiums; ; (wy) direct costs and expenses incurred by associated with the Company, ’s reporting and compliance obligations under 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 1940 Act and data service, copying, secretarial applicable U.S. federal and other staff, independent auditors state securities laws; and outside legal costs; (xz) all other expenses reasonably incurred by the Company, the Investment Manager Company or the Administrator in connection with administering the Company’s business (including payments under the Administration Agreement between the Company and or incurred by the Administrator based upon on the Company’s behalf, such as the allocable portion of overhead and other expenses incurred by the Administrator’s overhead Administrator in performing its obligations under the Administration Agreement, including rent rent, the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the cost costs of compensation and related expenses of the Company’s Chief Financial Officer and Chief Compliance Officer chief compliance officer, chief financial officer, chief operating officer and their respective staffs (including reasonable travel expenses); and (y) costs incurred by support staff. To the extent the Administrator outsources any of its functions, the Company in connection shall pay the fees associated with any claimsuch functions on a direct basis, litigation, arbitration, mediation, government investigation or dispute in connection with without profit to 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 the Company not incurred in the ordinary course of the Company’s businessAdministrator.

Allocation of Costs and Expenses. The Company will 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 are incurred in its operation and transactions and not specifically assumed have been paid by the Company’s investment adviser (Administrator on behalf of the “Investment Manager”) pursuant to an investment advisory agreement to Trust on the terms and conditions set forth in Section 5. These costs and expenses shall include, but not be entered into by and between the Company and the Investment Manager concurrent herewith (the “Investment Management Agreement”), including those relating limited to: (a) trust and organizational expenses relating to borrowings and offerings of the CompanyTrust’s common shares and other securities and incurrences of indebtedness, subject to limitations included in the investment advisory agreement entered into between the Trust and NSAM J-CEF Ltd and this Agreement; (b) fees and expensesthe cost of calculating the Trust’s net asset value, including reasonable travel expenses, actually incurred by the Investment Manager or cost of any third-party valuation services; (c) the cost of effecting sales and repurchases of shares of the Trust’s common shares and other securities; (d) fees 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, evaluatingmaking, monitoringmonitoring and disposing of investments, researching and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence on investments and reviews of prospective investments (including payments to third party vendors for financial information services)investments; (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); (de) interest or other costs associated with payable on debt, if any, incurred to finance the CompanyTrust’s business; (e) fees and expenses incurred by the Company in connection with the Company’s membership in investment company organizationsinvestments; (f) brokers’ commissionsfederal and state registration or notification fees; (g) investment advisory transfer agent and management custodial fees; (h) fees and expenses associated with calculating the CompanyTrust’s net asset value (including the costs and expenses of any independent valuation firm)marketing efforts; (i) fees and expenses relating to offerings of the Company’s common stock and other securities; (j) legal, auditing or accounting expenses; (k) federal, state and local taxes taxes; (j) fees and other governmental feesexpenses of Independent Trustees (as defined herein); (k) costs of proxy statements, tender offer correspondence and shareholders’ reports and notices; (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 registration of the Company and registering the Company as a broker or a dealer; (o) the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act); (p) the cost of preparing 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 trustees and officers/errors and omissions liability insurance, insurance and any other insurance premiums; (wm) 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 Companycosts, including those relating to printing, mailing, long distance telephone, cellular phone telephone and data service, copying, secretarial staff costs; (n) fees and other staff, expenses associated with independent auditors audits and outside legal costs, including compliance with the Saxxxxxx-Xxxxx Xct of 2002, the 1940 Act and applicable federal and state securities laws; (xo) costs associated with the Trust’s reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws; (p) brokerage commissions for the Trust’s investments; (q) 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); and (r) all other expenses incurred by the Company, the Investment Manager Trust or the Administrator in connection with administering the CompanyTrust’s business (business, including payments under the Administration Agreement between the Company and expenses incurred by the Administrator based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement and the Administration Agreement, including rent and reimbursement of the allocable portion of the cost compensation of the CompanyTrust’s Chief Financial Officer chief financial officer, chief compliance officer and Chief Compliance Officer and their respective staffs (including reasonable travel expenses); and (y) costs incurred by administrative support staff attributable to the Company Trust, to the extent that they are not a person with a controlling interest in connection with the Administrator or any claimof its affiliates, litigation, arbitration, mediation, government investigation or dispute subject to the limitations included in connection with the business of the Company, including pursuant to Section 6 of the Advisory this 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 the Company not incurred in the ordinary course of the Company’s businessas applicable.

Allocation of Costs and Expenses. The Company will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed Adviser shall reimburse the Fund monthly for any salaries paid by the Company’s investment adviser (Fund to officers, Directors, and full- time employees of the “Investment Manager”) pursuant to an investment advisory agreement 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 entered into provided by and the Adviser to the Fund under the Administrative Services Agreement between the Company Fund and the Investment Manager concurrent herewith (Adviser dated October 20, 1993, which was approved on October 20, 1993, by the “Investment Management Agreement”)Fund's board of directors, including those relating to: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) organizational expenses of all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Company; 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) fees and expensesthe fees, 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 charges and expenses of counselany independent public accoun- tants, consultants custodian, depository, dividend disbursing agent, dividend rein- vestment agent, transfer agent, registrar, independent pricing services and experts) and fees and expenses relating to, legal counsel for the Fund 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); any Portfolio; (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 debton indebtedness, if any, incurred by the Fund or any Portfolio; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Fund or any Portfolio to finance the Company’s business; federal, state, county, city, or other governmental agents; (e) the fees and expenses incurred involved in maintaining the registration and qualification of the Fund and of its shares under laws administered by the Company 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 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 Company’s membership in investment company organizations; (f) brokers’ commissions; (g) investment advisory or- ganization and management fees; (h) fees filing of the Fund's Articles of Incorporation, including its initial registration and expenses associated with calculating qualification under the Company’s net asset value (including 1940 Act and under the costs Securities Act of 1933, as amended, the initial determination of its tax status and expenses any rulings obtained for this purpose, the initial regis- tration and qualification of its securities under the laws of any independent valuation firm)state and the approval of the Fund's operations by any other federal or state authority; (i) fees the expenses of repurchasing and expenses relating to offerings redeeming shares of the Company’s common stock and other securities; Fund; (j) legal, auditing or accounting expenses; insurance premiums; (k) federalthe costs of designing, state printing, and local taxes and other governmental fees; issuing certificates repre- senting shares of beneficial interest of the Fund; (l) the extraordinary expenses, including fees and expenses disbursements of Fund counsel, in connection with litigation by or against the Administrator (Fund 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; Port- folio; (m) premiums for the cost of preparing stock certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of securities fidelity bond maintained by the Fund pursuant to Section 17(g) of the Company; 1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to the Adviser as an insured thereun- der); (n) the expenses of association and fees for registering or qualifying shares of the Company for sale institute dues; and of maintaining the registration of the Company and registering the Company as a broker or a dealer; (o) the fees and expenses expenses, if any, of distributing shares of the directors Fund paid by the Fund pursuant to a Plan and Agreement of the Company who are not interested persons (as defined in Distribution adopted under Rule 12b-1 of the Investment Company Act); (p) the cost Act of preparing 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 data service, copying, secretarial and other staff, independent auditors and outside legal costs; (x) 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 the Company not incurred in the ordinary course of the Company’s business1940.

Allocation of Costs and Expenses. The Company will shall bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Company’s investment adviser Eagle Point Income Management LLC (the “Investment ManagerAdviser”) pursuant to an investment advisory agreement to be entered into that certain Investment Advisory Agreement, dated as of October 5, 2018, by and between the Company and the Investment Manager concurrent herewith Adviser, as the same may be amended from time to time (the “Investment Management Advisory Agreement”). Costs and expenses to be borne by the Company include, including but shall not be limited to, those relating to: : (a) organizational expenses of the Company; ’s organizational costs and offering costs incurred prior to the completion of its initial public offering up to a maximum of $750,000; (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 Company’s membership in investment company organizations; (f) 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 firmfirm or pricing service); ; (c) 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) fees federal, state and expenses relating to local taxes; (j) costs of offerings or repurchases of the Company’s common stock and other securities; (j) legal, auditing or accounting expenses; ; (k) federal, state and local taxes and other governmental fees; the management fee payable under the Investment Advisory Agreement; (l) the fees and expenses of the Administrator (or any successor administrator thereto), any sub-administrator to the Company, distributions on the Company’s transfer agent or sub-transfer agent, common stock 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; securities; (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 administration fees for registering or qualifying shares of the Company for sale and of maintaining the registration of the Company and registering the Company as a broker or a dealer; (o) the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act); (p) the cost of preparing 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; ; (n) transfer agent and custody fees and expenses; (o) independent director fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Company’s securityholders, including printing costs; (q) the costs of holding stockholder meetings; (r) litigation, indemnification and other 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 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, ; (x) directors and officers/errors and omissions liability insurance, and any other insurance premiums; ; (wy) direct costs and expenses incurred by associated with the Company, ’s reporting and compliance obligations under 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 1940 Act and data service, copying, secretarial applicable U.S. federal and other staff, independent auditors state securities laws; and outside legal costs; (xz) all other expenses reasonably incurred by the Company, the Investment Manager Company or the Administrator in connection with administering the Company’s business (including payments under business, such as the Administration Agreement between the Company allocable portion of overhead and other expenses incurred by the Administrator based upon 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 Administrator’s overhead in performing its obligations under the Administration Agreement, including rent costs of compensation and the allocable portion of the cost related expenses of the Company’s Chief Financial Officer and Chief Compliance Officer chief compliance officer, chief financial officer, chief operating officer and their respective staffs (including reasonable travel expenses); and (y) costs incurred by support staff. To the extent the Administrator outsources any of its functions, the Company in connection shall pay the fees associated with any claimsuch functions on a direct basis, litigation, arbitration, mediation, government investigation or dispute in connection with without profit to 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 the Company not incurred in the ordinary course of the Company’s businessAdministrator.

Allocation of Costs and Expenses. The Company will shall bear all costs and expenses that are incurred in for the administration of its operation business and transactions shall reimburse the Administrator for any such costs and not specifically assumed expenses which have been paid by the Company’s investment adviser (the “Investment Manager”) pursuant to an investment advisory agreement to be entered into by and between Administrator on behalf of the Company on the terms and the Investment Manager concurrent herewith (the “Investment Management Agreement”)conditions set forth in Section 5. These costs and expenses shall include, including those relating but not be limited to: (a) corporate, organizational and offering expenses relating to offerings of the Company’s common stock, subject to limitations included in the investment advisory agreement between the Company and VII Peaks Capital, LLC; (b) fees and expenses, including reasonable travel expenses, actually incurred by the Investment Manager or payable to third parties related to the investments cost 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 Company’s membership in investment company organizations; (f) brokers’ commissions; (g) investment advisory and management fees; (h) fees and expenses associated with calculating the Company’s net asset value (value, including the costs related fees and expenses cost of any independent third-party valuation firm)services; (ic) fees the cost of effecting sales and expenses relating to offerings repurchases of shares of the Company’s common stock and other securities; (jd) legalfees payable to third parties relating to, auditing or accounting expensesassociated with, monitoring the Company’s financial and legal affairs, making investments, and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments; (ke) federal and state registration fees and any stock exchange listing fees; (f) transfer agent and custodial fees; (g) fees and expenses associated with marketing efforts; (h) federal, state and local taxes and other governmental feestaxes; (li) the independent directors’ fees and expenses of the Administrator (or any successor administrator thereto)expenses, 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 partyincluding travel expenses; (mj) the cost costs of preparing stock certificates or any other expensesdirector and stockholder meetings, including clerical expenses of issueproxy statements, redemption or repurchase of securities of the Companystockholders’ reports and notices; (n) the expenses of and fees for registering or qualifying shares of the Company for sale and of maintaining the registration of the Company and registering the Company as a broker or a dealer; (o) the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act); (p) the cost of preparing and distributing reports, proxy statements and notices to shareholders, the SEC and other governmental or regulatory authorities; (qk) 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 other types of insurance, and any other insurance premiums; (wl) 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 Companycosts, including printingthose relating to printing of stockholder reports and advertising or sales materials, mailing, long distance telephone, cellular phone telephone and data service, copying, secretarial staff; (m) fees and other staff, expenses associated with independent auditors audits and outside legal costs, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xn) brokerage commissions for the Company’s investments; (o) all other expenses incurred by the Company, the Investment Manager Company or the Administrator in connection with administering the Company’s business (our business, including payments under the Administration Agreement between the Company and expenses incurred by the Administrator based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under obligations; and (p) the Administration Agreement, including rent and the allocable portion reimbursement of the cost compensation of the Company’s Chief Financial Officer chief financial officer and Chief Compliance Officer and their respective staffs (including reasonable travel expenses); and (y) costs incurred chief compliance officer, whose salaries are paid by the Company Administrator, to the extent that each such reimbursement amount is annually approved by the Company’s independent directors and subject to the limitations included in connection with this Agreement. The Administrator acknowledges that it shall be responsible to ensure that (i) any claimreimbursement to the Company’s investment advisers and/or sub-advisers, litigationor any other person for deferred Organization and Offering Expenses (as defined in the Articles of Incorporation), arbitrationincluding any interest thereon, mediationif any, government investigation shall not exceed the 18% 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 dispute in connection with the business 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, including pursuant to Section 6 of the Advisory Agreementdirectly or indirectly, and shall be taken into consideration in computing 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 the Company not incurred in the ordinary course of the Company’s businessallowable Front End Fees.