Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated October 1, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Adviser (including rent, office equipment and utilities). b) The Company, either directly or through reimbursement to the Adviser, shall bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securities. c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be: i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory Agreement (Owl Rock Technology Income Corp.)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated October 1May 18, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Adviser (including rent, office equipment and utilities).
b) . The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “the cost of its organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreementofferings; the cost of calculating the Company’s its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding For the foregoingavoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together or its affiliates in connection with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of securities by the Company’s securities.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory Agreement (Owl Rock Capital Corp III)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or in the that certain Administration Agreement Agreement, dated as of November 11, 2021, as may be amended from time to time (the “Administration Agreement”), dated October 1, 2021, ) by and between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Adviser (including rent, office equipment and utilities).
b) . The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “):
i) the cost of its organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12any offerings;
ii) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s its net asset value, including the cost of any third-party valuation services; ;
iii) the cost of effecting any sales and repurchases of the Common Stock its common stock and other securities; ;
iv) fees and expenses payable under any dealer manager underwriting agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; ;
v) expenses, including travel expenseexpenses, incurred by the Adviser, or members of the Investment Team (defined below)investment team, or payable to third third-parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent;
vi) management and incentive fees payable pursuant to this Agreement;
vii) fees payable to third-parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms);
viii) costs, including legal fees, associated with compliance under cannabis laws;
ix) transfer agent and custodial fees and expenses; fees;
x) fees and expenses associated with marketing efforts; efforts (including attendance at industry and investor conferences and similar events);
xi) federal and state registration fees, ;
xii) any stock exchange listing fees and fees payable to rating agencies; ;
xiii) federal, state and local taxes; ;
xiv) independent directors’ fees and expenses, including certain travel expenses; ;
xv) Chief Financial Officer and Chief Compliance Officer compensation, including expenses;
xvi) costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; ;
xvii) the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; ;
xviii) brokerage commissions and other compensation payable to brokers or dealers; ;
xix) research and market data; ;
xx) fidelity bond, directors directors’ and officers officers’ errors and omissions liability insurance and other insurance premiums; ;
xxi) direct costs and expenses of administration, including printing, mailing, long distance telephone mailing and staff; ;
xxii) fees and expenses associated with independent audits, and outside legal and consulting costs; ;
xxiii) costs of winding up; ;
xxiv) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and xxv) costs associated with reporting and compliance obligations under the Advisers Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securities.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated October 1January [ ], 20212023, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for (a) the compensation of its investment professionals officers including their salaries and employees benefits, except as otherwise specified; (b) fees and all overhead expenses for internal administrative, bookkeeping, clerical and related services rendered in support of the activities for which compensation is paid under (a) above; and (c) expenses associated with office space and facilities, utilities and telephone services, news, quotation and similar information and pricing services, computer equipment, travel expenses and support of the Adviser (including rent, office equipment and utilities).
b) incurred in connection with Company operations. The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “organization (i) fees and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of costs incurred in organizing the Company, are hereinafter referred to as “Organization ; (ii) fees and Offering Costs”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of costs associated with calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; (iii) expenses, including travel expensetravel, entertainment, lodging and meal expenses, incurred by the Adviser, or the portfolio managers and other members of the Investment Team (defined below)investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Company’s rights; escrow (iv) fees and expenses incurred by the Adviser (and their affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisers, in monitoring financial and legal affairs for the Company and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Company’s investments and monitoring investments and portfolio companies on an ongoing basis; (v) any and all fees, costs and expenses incurred in connection with the incurrence of leverage and indebtedness of the Company, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the account of the Company and in making, carrying, funding and/or otherwise resolving investment guarantees); (vi) fees and costs associated with offerings, sales, and repurchases of the Company’s common stock and other securities; (vii) fees and expenses payable under any underwriting, dealer manager or placement agent agreements, if any; (viii) investment advisory fees payable under this Agreement; (ix) administration fees and expenses, if any, payable under the Administration Agreement (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); (x) costs incurred in connection with investor relations, board of directors relations, and preparing for and effectuating the listing of the Company’s common stock on any securities exchange; (xi) any applicable administrative agent fees or loan arranging fees incurred with respect to the Adviser’s portfolio investments, the Administrator or an affiliate thereof;(xii) any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the benefit of the Company (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems, general ledger or portfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses); (xiii) transfer agent, transfer dividend agent and custodial fees and expenses; fees and expenses associated with marketing efforts; (xiv) federal and state registration fees, ; (xv) all costs of registration and listing shares of the Company’s common stock on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; (xvi) federal, state and local taxes; (xvii) independent directors’ fees and expenses, including certain travel reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the independent directors; (xviii) costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulators, and all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory bodiesrequirements) and regulatory filings related to the Company’s activities and/or other reporting and compliance costsregulatory filings, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation notices or disclosures of the foregoingAdviser and its affiliates relating to the Company and its activities; the (xix) costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; (xx) fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; (xxi) direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors, tax preparers and expenses associated with independent audits, outside legal and consulting costs; costs (xxii) proxy voting expenses; (xxiii) all expenses relating to payments of winding updividends or interest or distributions in cash or any other form made or caused to be made by the Board to or on account of holders of the securities of the Company, including in connection with any dividend reinvestment plan or direct stock purchase plan; (xxiv) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and xxv) the allocated costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid incurred by the Adviser and/or the Administrator in providing managerial assistance to those portfolio companies that request it; (or its affiliatesxxvi) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company allocable fees and in acting expenses associated with marketing efforts on behalf of the Company); (xxvii) all fees, costs and expenses of any litigation involving the Company or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, directors and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to Company’s affairs; (xxviii) fees, costs and expenses of winding up and liquidating the Company’s assets; and (xxix) all other expenses incurred by the Company, the Adviser or the Administrator in connection with administering the Company’s business. Notwithstanding For the foregoingavoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. If any of the above expenses or other expenses are incurred jointly for the account of the Company and any other investment funds or accounts sponsored or managed by the Adviser or its affiliates, such expenses will be allocated among the Company and such other funds or accounts in proportion to the size of the investment made by each fund or account in the activity or entity to which such expense relates, or in such other manner as the Adviser considers fair and equitable. To the extent that expenses to be borne by the Company are paid by the Adviser or an affiliate thereof, the Company shall not be liable will reimburse the Adviser or such affiliate for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering such expenses. Each subsidiary of the Company’s securities.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, if any, that makes investments will bear all of its own organizational and operating fees, costs, expenses and liabilities and, as a result, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; providedwill indirectly bear these fees, howevercosts, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwiseliabilities.
Appears in 1 contract
Samples: Investment Advisory Agreement (MSD Investment Corp.)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated October 1, 2021, between the Company and the Adviser (All investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in its capacity as the administratorproviding investment advisory and management services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): expenses deemed limitation except as noted) those relating to: the Company’s initial organization costs and offering costs incurred prior to the filing of its election to be “organization and offering expenses” treated as a BDC (the amount in excess of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses $1,500,000 to be paid by investors at the time of sale of Adviser); the stock costs associated with any offerings of the Company, are hereinafter referred to as “Organization ’s common stock and Offering Costs”)other securities; corporate calculating individual asset values and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedgingfirms); expenses, including travel expenseexpenses, incurred by the Adviser, or members of the Investment Team (defined below)its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing the Company’s rights; escrow agentthe base management fee and any incentive fees payable under this Agreement; certain costs and expenses relating to distributions paid on the Company’s shares; administration fees payable under the administration agreement (the “Administration Agreement”) between the Company and Carlyle GMS Finance Administration, L.L.C. (the “Administrator”) and sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees fees; costs of hedging; commissions and expenses; fees and expenses associated with marketing effortsother compensation payable to brokers or dealers; federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agencies; U.S. federal, state and local taxes, including any excise taxes; independent directors’ director fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records records, costs of preparing tax returns, costs of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), compliance and attestation and costs of filing reports or other documents with the SEC Securities and Exchange Commission (the “SEC”) (or other regulatory bodies) ), and other reporting and compliance costs, including registration and listing fees, listing fees and licenses, and the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s stockholders (including printing and mailing costs), the costs of any stockholder or director stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; commissions the costs of specialty and other compensation payable custom software for monitoring risk, compliance and overall portfolio, including any development costs incurred prior to brokers or dealersthe filing of the Company’s election to be treated as a BDC; research and market data; the Company’s fidelity bond, ; directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; indemnification payments; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside agency, consulting and legal and consulting costs; costs of winding up; costs and all other expenses incurred by either the Administrator or the Company in connection with administering its business, including payments under the formation or maintenance of entities or vehicles Administration Agreement for administrative services that will be equal to hold an amount that reimburses the Administrator for its costs and expenses and the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance allocable portion of overhead incurred by the Administrator in performing its obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything Administration Agreement, including, compensation paid to the contrary contained herein, the Company will bear or compensatory distributions received by its allocable portion of the costs of the compensation, benefits and related administrative expenses officers (including travel expensesits Chief Financial Officer and Chief Compliance Officer) and any of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals staff who provide services to the Company (includingCompany, in each case, employees of the Adviser or an affiliate) operations staff who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basisand any internal audit staff, to the business affairs of the Company and extent internal audit performs a role in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securitiesXxxxxxxx-Xxxxx internal control assessment.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory Agreement (Carlyle GMS Finance, Inc.)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated October 1September 30, 20212020, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Adviser (including rent, office equipment and utilities).
b) The Company, either directly or through reimbursement to the Adviser, shall bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securities.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory Agreement (Owl Rock Core Income Corp.)
Company’s Responsibilities and Expenses Payable by the Company. (a) Except as otherwise provided herein or All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in the Administration Agreement (the “Administration Agreement”)providing investment advisory and management services hereunder, dated October 1, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “) those relating to: organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering Costs”)offering; corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies andcompanies; interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments; escrow agentsales and purchases of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Company and Xxxxxxxxx Financial BDC Administrator, LLC (the “Administrator”), the Company’s administrator; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees and expensesfees; fees and expenses associated with marketing efforts; brokerage commissions, federal and state registration fees, ; all costs of registration and listing the Company’s shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) Securities and other reporting Exchange Commission under applicable federal and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingstate securities laws; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs), ; the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company 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 and other expenses in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with independent audits, outside legal performing compliance functions and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs cost of the compensationaggregate compensation (base salary, benefits bonus and reasonable benefits) and related administrative expenses (including travel expenses) of the Company’s officers who provide operational chief compliance officer, chief financial officer, chief administrative officer and administrative services hereunder, general counsel and their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securitiesstaffs.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory Management Agreement (Churchill Financial BDC Inc.)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated October 1, 2021, between the Company and the Adviser (All personnel of the Adviser, when and to the extent engaged in its capacity as the administratorproviding investment advisory services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all overhead expenses of the Adviser (including rentsuch personnel allocable to such services, office equipment will be provided and utilities).
b) The Company, either directly or through reimbursement to paid for by the Adviser, and not by the Company. The Company shall bear be responsible for all other costs and expenses of its operations, administration operations and transactions, including (without limitation): expenses deemed to be “) those relating to: organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering Costs”)offering; corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of shares of the Common Stock Company’s common stock and other securities; investment advisory fees; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or payable to third partiesparties relating to, performing due diligence on prospective portfolio companies andor associated with, if necessary, enforcing making investments (in each case subject to approval of the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; Board ) including fees and expenses associated with performing due diligence reviews of prospective investments; transfer agent and custodial fees; costs and expenses relating to marketing effortsand advertising the Company, including without limitation sponsorship of industry events, attendance at industry conferences and travel and entertainment costs associated with meeting relevant investors and prospective portfolio companies (to the extent not reimbursed by such companies); the salary, bonus and benefits payable to the Company’s Chief Financial Officer, Chief Compliance Officer, Controller and administrative support staff; federal and state registration fees, ; all costs of registration and listing the Company’s shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses, including certain travel expenses; costs of preparing financial statements proxy statements, stockholders’ reports and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market datanotices; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including such as printing, mailing, long distance telephone telephone, staff, independent auditors and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Company in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained hereinbusiness, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securitiesrent.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory and Administrative Services Agreement (Keating Capital Inc)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated October 1, 2021, between the Company and the Adviser (All investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in its capacity as the administratorproviding investment advisory and management services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, Company shall bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): expenses deemed limitation except as noted) those relating to: the Company’s initial organization costs and offering costs incurred prior to the filing of its election to be “organization and offering expenses” regulated as a BDC (the amount in excess of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses $1,500,000 to be paid by investors at the time of sale of Adviser); the stock costs associated with any offerings of the Company, are hereinafter referred to as “Organization ’s common stock and Offering Costs”)other securities; corporate calculating individual asset values and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedgingfirms); expenses, including travel expenseexpenses, incurred by the Adviser, or members of the Investment Team (defined below)its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing the Company’s rights; escrow agentthe base management fee and any incentive fees payable under this Agreement; certain costs and expenses relating to distributions paid on the Company’s shares; administration fees payable under the administration agreement (the “Administration Agreement”) between the Company and Carlyle Global Credit Administration L.L.C. (the “Administrator”) and sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees fees; costs of hedging; commissions and expenses; fees and expenses associated with marketing effortsother compensation payable to brokers or dealers; federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agencies; U.S. federal, state and local taxes, including any excise taxes; independent directors’ director fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records records, costs of preparing tax returns, costs of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) ), and other reporting and compliance costs, including registration and listing fees, listing fees and licenses, and the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s stockholders (including printing and mailing costs), the costs of any stockholder or director stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; commissions the costs of specialty and other compensation payable custom software for monitoring risk, compliance and overall portfolio, including any development costs incurred prior to brokers or dealersthe filing of the Company’s election to be regulated as a BDC; research and market data; the Company’s fidelity bond, ; directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; indemnification payments; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside agency, consulting and legal and consulting costs; costs of winding up; costs and all other expenses incurred by either the Administrator or the Company in connection with administering its business, including payments under the formation or maintenance of entities or vehicles Administration Agreement for administrative services that will be equal to hold an amount that reimburses the Administrator for its costs and expenses and the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance allocable portion of overhead incurred by the Administrator in performing its obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything Administration Agreement, including, compensation paid to the contrary contained herein, the Company will bear or compensatory distributions received by its allocable portion of the costs of the compensation, benefits and related administrative expenses officers (including travel expensesits Chief Financial Officer and Chief Compliance Officer) and any of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals staff who provide services to the Company (includingCompany, in each case, employees of the Adviser or an affiliate) operations staff who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basisand any -3- internal audit staff, to the business affairs of the Company and extent internal audit performs a role in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securitiesXxxxxxxx-Xxxxx internal control assessment.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated October 1, 2021, between the Company and the Adviser (All personnel of the Adviser, when and to the extent engaged in its capacity as the administratorproviding investment advisory services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser (including rent, office equipment and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, Company shall bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): ) fees and expenses deemed to be “organization relating to: organizational and offering expenses” of ; the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts investigation and other similar expenses paid by investors at the time of sale of the stock monitoring of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement’s investments; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of shares of the Common Stock Company’s common stock and other securities; management and incentive fees and expenses payable under any dealer manager agreements, if anypursuant to this Agreement; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or fees payable to third partiesparties relating to, performing due diligence on prospective portfolio companies andor associated with, if necessary, enforcing the Company’s rightsmaking investments and valuing investments (including third-party valuation firms); escrow agent, transfer agent and custodial fees and expensesfees; fees and expenses associated with marketing effortsefforts (including attendance at investment conferences and similar events); federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agenciesfees; federal, state and local taxes; independent directors’ fees and expenses; brokerage commissions; costs of proxy statements, including certain travel expensesstockholders’ reports and notices; costs of preparing financial statements government filings, including periodic and maintaining books and records and filing current reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market dataSEC; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone independent accountants and staff; fees and expenses associated with independent audits, outside legal costs and consulting costs; costs of winding up; costs all other direct expenses incurred by either the Company’s administrator, currently FSC CT, LLC, or the Company in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that are based upon the Company’s allocable portion of overhead and other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance incurred by the Company’s administrator in performing its obligations under the Advisers Act Administration Agreement and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) compensation of the Company’s officers who provide operational chief financial officer and administrative services hereunderchief compliance officer, and their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securitiesstaffs.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory Agreement (Fifth Street Finance Corp.)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated October 1[ ], 20212016, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Adviser (including rent, office equipment and utilities).
b) The Company, either directly or through reimbursement to the Adviser, shall bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below)Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), ; the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.501.5% of the aggregate gross proceeds from the offering of the Company’s securities.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory Agreement (Owl Rock Capital Corp II)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise All investment professionals of the Investment Adviser and its staff, when and to the extent engaged in providing investment advisory services required to be provided herein or in by the Administration Agreement (the “Administration Agreement”Investment Adviser under Section 1(a), dated October 1, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Investment Adviser (including rent, office equipment and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): expenses deemed to be “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of those relating to: the Company, are hereinafter referred to as “Organization and Offering Costs”)’s organization; corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies andcompanies; interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments; escrow agentofferings of the Company’s common shares and other securities; investment advisory and management fees; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees and expenses; fees and expenses associated with marketing effortsfees; federal and state registration fees, ; all costs of registration and listing the Company’s common shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by governmental bodies (including the SEC Securities and Exchange Commission (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing“SEC”)); the costs of any reports, proxy statements or other notices to stockholders (common shareholders including printing and mailing costs), ; the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and administration fees and all other expenses associated with independent auditsincurred by the Company or, outside legal and consulting costs; costs of winding up; costs incurred if applicable, the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses business (such as litigation or indemnification); and costs associated with reporting and compliance obligations including payments under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything administration agreement to the contrary contained herein, be entered into by the Company will bear its and the Investment Adviser (the “Administration Agreement”) based upon the Company’s allocable portion of the costs Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the compensation, benefits and related administrative expenses (including travel expenses) cost of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Companyincluding travel expenses). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securities).
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory and Management Agreement (GSC Investment LLC)
Company’s Responsibilities and Expenses Payable by the Company. (a) Except as otherwise provided herein or All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in the Administration Agreement (the “Administration Agreement”)providing investment advisory and management services hereunder, dated October 1, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “) those relating to: organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering Costs”)offering; corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies andcompanies; interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments; escrow agentsales and purchases of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Company and GSV Capital Service Company, LLC (formerly known as NeXt Innovation Service Company, LLC)(the “Administrator”), dated as of April 11, 2011, and the amendment and restatement thereof, dated as of March 8, 2013 (collectively, the “Administration Agreement”), the Company’s administrator; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees and expenses; fees and expenses associated with marketing effortsfees; federal and state registration fees, ; all costs of registration and listing the Company’s shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) Securities and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingExchange Commission; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs), ; the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations business, including payments under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, Administration Agreement between the Company will bear its and the Administrator, based upon the Company’s allocable portion of the costs Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the compensation, benefits and related administrative expenses (including travel expenses) cost of the Company’s officers who provide operational chief compliance officer and administrative services hereunder, chief financial officer and their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securitiesstaffs.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Company’s Responsibilities and Expenses Payable by the Company. (a) Except as otherwise provided herein or All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in the Administration Agreement (the “Administration Agreement”)providing investment advisory and management services hereunder, dated October 1, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses those relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; to: the cost of calculating the Company’s its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock its shares and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or payable to third partiesparties relating to, or associated with, making investments, including fees and expenses associated with performing due diligence on reviews of prospective portfolio companies and, if necessary, enforcing the Company’s rightsinvestments and advisory fees; escrow agent, transfer agent and custodial fees and expensesfees; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agenciesfees; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market databrokerage commissions; fidelity bond, directors and officers officers/errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including such as printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, audits and outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with our reporting and compliance obligations under the Advisers Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to ; and all other expenses incurred by either Full Circle Service Company (the contrary contained herein“Administrator”) or the Company in connection with administering the Company’s business, including payments under the Administration Agreement (the “Administration Agreement”) that will be based upon our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent, the Company will bear its fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the costs of the compensation, benefits compensation and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securities.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods its chief financial officer and services used for or by the Company chief compliance officer and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the any administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwisesupport staff.
Appears in 1 contract
Samples: Investment Advisory Agreement (Full Circle Capital Corp)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise All investment professionals of the Investment Adviser and its staff, when and to the extent engaged in providing investment advisory services required to be provided herein or in by the Administration Agreement (the “Administration Agreement”Investment Adviser under Section 1(a), dated October 1, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Investment Adviser (including rent, office equipment and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): expenses deemed to be “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of those relating to: • the Company, are hereinafter referred to as “Organization and Offering Costs”)’s organization; corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of • calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and • expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies andcompanies; • interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments; escrow agent• offerings of the Company’s common shares and other securities; • investment advisory and management fees; • fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; • transfer agent and custodial fees and expensesfees; fees and expenses associated with marketing efforts; • federal and state registration fees, ; • all costs of registration and listing the Company’s common shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; • federal, state and local taxes; • independent directors’ fees and expenses, including certain travel expenses; • costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by governmental bodies (including the SEC Securities and Exchange Commission (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing“SEC”)); the • costs of any reports, proxy statements or other notices to stockholders (common shareholders including printing and mailing costs), ; • the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; • direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and • administration fees and all other expenses associated with independent auditsincurred by the Company or, outside legal and consulting costs; costs of winding up; costs incurred if applicable, the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses business (such as litigation or indemnification); and costs associated with reporting and compliance obligations including payments under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything administration agreement to the contrary contained herein, be entered into by the Company will bear its and the Investment Adviser (the “Administration Agreement”) based upon the Company’s allocable portion of the costs Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the compensation, benefits and related administrative expenses (including travel expenses) cost of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Companyincluding travel expenses). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securities).
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory and Management Agreement (GSC Investment Corp.)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in the Administration Agreement (the “Administration Agreement”)providing investment advisory and management services hereunder, dated October 1, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “organization ) those relating to: organizational and offering expenses” of ; the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts investigation and other similar expenses paid by investors at the time of sale of the stock monitoring of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement’s investments; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; interest payable on debt, if any, to finance the Company’s investments; the cost of effecting any sales and repurchases of the Common Stock shares of New Mountain Finance’s common stock and other securities; management and incentive fees and expenses payable under any dealer manager agreements, if anypursuant to this Agreement; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or fees payable to third partiesparties relating to, performing due diligence on prospective portfolio companies andor associated with, if necessary, enforcing the Company’s rightsmaking investments and valuing investments (including third-party valuation firms); escrow agent, transfer agent and custodial fees and expensesfees; fees and expenses associated with marketing effortsefforts (including attendance at investment conferences and similar events); federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agenciesfees; U.S. federal, state state, local and local foreign taxes; independent directors’ fees and expenses; brokerage commissions; costs of proxy statements, including certain travel expensesstockholders’ reports and notices; costs of preparing financial statements government filings, including periodic and maintaining books and records and filing current reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staffSEC; fees and expenses associated with independent audits, audits and outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers 1940 Act and applicable federal and state securities laws. Notwithstanding anything to ; fidelity bond, liability insurance and other insurance premiums; and printing, mailing, independent accountants and outside legal costs and all other direct expenses incurred by either the contrary contained hereinAdviser, New Mountain Finance or the Company in connection with administering New Mountain Finance’s and the Company’s business, including payments under the administration agreement between New Mountain Finance, the Company will bear its and New Mountain Finance Administration, LLC (the “Administrator”) based upon New Mountain Finance’s and the Company’s allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs overhead and other professionals who provide services expenses incurred by the Administrator in performing its obligations to New Mountain Finance and the Company (includingunder the administration agreement, in each case, employees of including the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company New Mountain Finance’s and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securitieschief financial officer and chief compliance officer and their respective staffs.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory and Management Agreement (New Mountain Finance Corp)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated October 1, 2021, between the Company and the Adviser (All personnel of the Adviser, when and to the extent engaged in its capacity as the administratorproviding investment advisory services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser (including rent, office equipment and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, Company shall bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): ) fees and expenses deemed to be “organization relating to: organizational and offering expenses” of ; the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts investigation and other similar expenses paid by investors at the time of sale of the stock monitoring of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement’s investments; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of shares of the Common Stock Company’s common stock and other securities; management and incentive fees and expenses payable under any dealer manager agreements, if anypursuant to this Agreement; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or fees payable to third partiesparties relating to, performing due diligence on prospective portfolio companies andor associated with, if necessary, enforcing the Company’s rightsmaking investments and valuing investments (including third-party valuation firms); escrow agent, transfer agent and custodial fees and expensesfees; fees and expenses associated with marketing effortsefforts (including attendance at investment conferences and similar events); federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agenciesfees; federal, state and local taxes; independent directors’ fees and expenses; brokerage commissions; costs of proxy statements, including certain travel expensesstockholders’ reports and notices; costs of preparing financial statements government filings, including periodic and maintaining books and records and filing current reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market dataSEC; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone independent accountants and staff; fees and expenses associated with independent audits, outside legal costs and consulting costs; costs of winding up; costs all other direct expenses incurred by either the Company’s administrator, currently FSC CT, LLC, or the Company in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Adminstration Agreement”) that are based upon the Company’s allocable portion of overhead and other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance incurred by the Company’s administrator in performing its obligations under the Advisers Act Administration Agreement and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) compensation of the Company’s officers who provide operational chief financial officer and administrative services hereunderchief compliance officer, and their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securitiesstaffs.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory Agreement (Fifth Street Finance Corp.)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or All investment professionals of the Adviser and its staff, when and to the extent engaged in the Administration Agreement (the “Administration Agreement”)providing investment advisory and management services hereunder, dated October 1, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “) those relating to:
(a) organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of ;
(b) calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation services; firm);
(c) indemnification payments;
(d) providing managerial assistance to those portfolio companies that request it;
(e) marketing expenses;
(f) expenses related to the cost of effecting any sales development and repurchases maintenance of the Common Stock and other securities; Company’s website;
(g) fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or Adviser payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs for the Company and in monitoring the Company’s investments, performing due diligence on its prospective portfolio companies andor otherwise relating to, or associated with, evaluating or making investments;
(h) interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rights; escrow agentinvestments and expenses related to unsuccessful portfolio acquisition efforts;
(i) offerings of the common stock and other securities of the Company, including its initial public offering.
(j) investment advisory fees payable to the Adviser;
(k) administration fees, expenses and/or payments payable under the Administrative Services Agreement between the Company and Poliwogg Advisers, LLC (the “Administrator”), the Company’s administrator;
(l) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors;
(m) transfer agent agents, dividend agents and custodial and accounting fees and expenses; fees and expenses associated with marketing efforts; ;
(n) federal and state registration fees, ;
(o) all costs of registration of the Company’s securities with appropriate regulatory agencies;
(p) all costs of listing the Company’s shares on any stock exchange listing fees and fees payable to rating agencies; securities exchange;
(q) U.S. federal, state and local taxes; ;
(r) independent directors’ fees and expenses, including certain travel expenses; ;
(s) costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority or other regulatory bodiesregulators;
(t) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs), ;
(u) costs associated with individual or groups of stockholders;
(v) the costs Company’s allocable portion of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bondbonds, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; ;
(w) direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and
(x) all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); business, including payments under the Administrative Services Agreement between the Company and costs associated with reporting and compliance the Administrator based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under the Advisers Act Administrative Services Agreement, including rent and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits compensation and related administrative expenses (including travel expenses) of the Company’s officers who provide operational chief compliance officer and administrative services hereunder, principal financial officer and their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securitiesstaffs.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory Agreement (Poliwogg Regenerative Medicine Fund, Inc.)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated October 1August 10, 20212018, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Adviser (including rent, office equipment and utilities).
b) . The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “the cost of its organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreementofferings; the cost of calculating the Company’s its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below)Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding For the foregoingavoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together or its affiliates in connection with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of securities by the Company’s securities.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory Agreement (Owl Rock Technology Finance Corp.)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated October 1June 4, 20212020, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Adviser (including rent, office equipment and utilities).
b) . The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “the cost of its organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreementofferings; the cost of calculating the Company’s its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding For the foregoingavoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together or its affiliates in connection with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of securities by the Company’s securities.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory Agreement (Owl Rock Capital Corp III)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated October 1, 2021, between the Company and the Adviser (All investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in its capacity as the administratorproviding investment advisory and management services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): expenses deemed limitation except as noted) those relating to: the Company’s initial organization costs and offering costs incurred prior to the filing of its election to be “organization and offering expenses” regulated as a BDC (the amount in excess of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses $1,500,000 to be paid by investors at the time of sale of Adviser); the stock costs associated with any offerings of the Company, are hereinafter referred to as “Organization ’s common stock and Offering Costs”)other securities; corporate calculating individual asset values and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedgingfirms); expenses, including travel expenseexpenses, incurred by the Adviser, or members of the Investment Team (defined below)its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing the Company’s rights; escrow agentthe base management fee and any incentive fees payable under this Agreement; certain costs and expenses relating to distributions paid on the Company’s shares; administration fees payable under the administration agreement (the “Administration Agreement”) between the Company and Carlyle GMS Finance Administration, L.L.C. (the “Administrator”) and sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees fees; costs of hedging; commissions and expenses; fees and expenses associated with marketing effortsother compensation payable to brokers or dealers; federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agencies; U.S. federal, state and local taxes, including any excise taxes; independent directors’ director fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records records, costs of preparing tax returns, costs of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) ), and other reporting and compliance costs, including registration and listing fees, listing fees and licenses, and the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s stockholders (including printing and mailing costs), the costs of any stockholder or director stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; commissions the costs of specialty and other compensation payable custom software for monitoring risk, compliance and overall portfolio, including any development costs incurred prior to brokers or dealersthe filing of the Company’s election to be regulated as a BDC; research and market data; the Company’s fidelity bond, ; directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; indemnification payments; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside agency, consulting and legal and consulting costs; costs of winding up; costs and all other expenses incurred by either the Administrator or the Company in connection with administering its business, including payments under the formation or maintenance of entities or vehicles Administration Agreement for administrative services that will be equal to hold an amount that reimburses the Administrator for its costs and expenses and the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance allocable portion of overhead incurred by the Administrator in performing its obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything Administration Agreement, including, compensation paid to the contrary contained herein, the Company will bear or compensatory distributions received by its allocable portion of the costs of the compensation, benefits and related administrative expenses officers (including travel expensesits Chief Financial Officer and Chief Compliance Officer) and any of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals staff who provide services to the Company (includingCompany, in each case, employees of the Adviser or an affiliate) operations staff who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basisand any internal audit staff, to the business affairs of the Company and extent internal audit performs a role in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securitiesXxxxxxxx-Xxxxx internal control assessment.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated October 1[ • ], 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Adviser (including rent, office equipment and utilities).
b) The Company, either directly or through reimbursement to the Adviser, shall bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securities.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory Agreement (Owl Rock Technology Income Corp.)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in the Administration Agreement (the “Administration Agreement”)providing investment advisory and management services hereunder, dated October 1, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “organization ) those relating to: organizational and offering expenses” of ; the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts investigation and other similar expenses paid by investors at the time of sale of the stock monitoring of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement’s investments; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; interest payable on debt, if any, to finance the Company’s investments; the cost of effecting any sales and repurchases of shares of the Common Stock Company’s common stock and other securities; management and incentive fees and expenses payable under any dealer manager agreements, if anypursuant to this Agreement; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or fees payable to third partiesparties relating to, performing due diligence on prospective portfolio companies andor associated with, if necessary, enforcing the Company’s rightsmaking investments and valuing investments (including third-party valuation firms); escrow agent, transfer agent and custodial fees and expensesfees; fees and expenses associated with marketing effortsefforts (including attendance at investment conferences and similar events); federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agenciesfees; U.S. federal, state state, local and local foreign taxes; independent directors’ fees and expenses; brokerage commissions; costs of proxy statements, including certain travel expensesstockholders’ reports and notices; costs of preparing financial statements government filings, including periodic and maintaining books and records and filing current reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staffSEC; fees and expenses associated with independent audits, audits and outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers 1940 Act and applicable federal and state securities laws. Notwithstanding anything to ; fidelity bond, liability insurance and other insurance premiums; and printing, mailing, independent accountants and outside legal costs and all other direct expenses incurred by either the contrary contained herein, Adviser or the Company will bear its in connection with administering the Company’s business, including payments under the administration agreement between the Company and New Mountain Finance Administration, LLC (the “Administrator”) based upon the Company’s allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs overhead and other professionals who provide services expenses incurred by the Administrator in performing its obligations to the Company (includingunder the administration agreement, in each case, employees of including the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securitieschief financial officer and chief compliance officer and their respective staffs.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory and Management Agreement (New Mountain Finance Holdings, L.L.C.)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in the Administration Agreement (the “Administration Agreement”)providing investment advisory and management services hereunder, dated October 1, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “) those relating to: organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering Costs”)offering; corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s total net asset value, assets (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies andcompanies; interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments; escrow agentsales and purchases of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Company and Solar Capital Management, LLC (the “Administrator”), the Company’s administrator; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees and expenses; fees and expenses associated with marketing effortsfees; federal and state registration fees, ; all costs of registration and listing the Company’s shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) Securities and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingExchange Commission; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs), ; the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations business, including payments under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, Administration Agreement between the Company will bear its and the Administrator based upon the Company’s allocable portion of the costs Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the compensation, benefits and related administrative expenses (including travel expenses) cost of the Company’s officers who provide operational chief compliance officer and administrative services hereunder, chief financial officer and their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securitiesstaffs.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory and Management Agreement (Solar Capital Ltd.)
Company’s Responsibilities and Expenses Payable by the Company. (a) Except as otherwise provided herein or All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in the Administration Agreement (the “Administration Agreement”)providing investment advisory and management services hereunder, dated October 1, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “) those relating to: organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering Costs”)offering; corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies andcompanies; interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments; escrow agentsales and purchases of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Company and NeXt Innovation Service Company, LLC (the “Administrator”), the Company’s administrator; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees and expenses; fees and expenses associated with marketing effortsfees; federal and state registration fees, ; all costs of registration and listing the Company’s shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) Securities and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingExchange Commission; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs), ; the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations business, including payments under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, Administration Agreement between the Company will bear its and the Administrator based upon the Company’s allocable portion of the costs Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the compensation, benefits and related administrative expenses (including travel expenses) cost of the Company’s officers who provide operational chief compliance officer and administrative services hereunder, chief financial officer and their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securitiesstaffs.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory Agreement (NeXt BDC Capital Corp.)
Company’s Responsibilities and Expenses Payable by the Company. (a) Except as otherwise provided herein or All personnel of the Advisor, when and to the extent engaged in the Administration Agreement (the “Administration Agreement”)providing investment advisory and management services hereunder, dated October 1, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rentAdvisor and not by the Company, office equipment and utilities)except as provided below.
(b) The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its investment activities, operations, administration and administration, transactions, including (meetings or liquidation, including, without limitation): , those relating to: all direct and indirect costs and expenses deemed incurred by the Advisor for office space rental, office equipment, utilities and other non-compensation related overhead allocable to be “organization performance of investment advisory services under this Agreement by the Advisor, including the costs and expenses of due diligence of potential investments, monitoring performance of the Company’s investments, serving as trustees and officers of portfolio companies, providing managerial assistance to portfolio companies, enforcing the Company’s rights in respect of its investments and disposing of investments; organizational and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar ; expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included incurred in the Agreement; the cost of calculating valuing the Company’s assets and computing its net asset value, value per share (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), Administrator or payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on the Company’s prospective portfolio companies andor otherwise related to, or associated with, evaluating and making investments; interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments and other fees and expenses related to the Company’s borrowings; escrow agentexpenses related to unsuccessful portfolio acquisition efforts; offerings of the Company’s common shares of beneficial interest (“Common Shares”) and other securities (including underwriting, placement agent and similar fees and commissions); Base Management Fees and Incentive Fees; third-party investor hosting and similar platforms and service providers; administration fees; transfer agent and custodial custody fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, ; all costs of registration and listing the Company’s Common Shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expensesexpenses of trustees who are not “interested persons” as defined in Section 2(a)(19) of the Investment Company Act; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingregulators; the costs of any reports, proxy statements or other notices to stockholders (shareholders, including printing and mailing costs), ; the costs of any stockholder associated with individual or director meetings and group shareholders; the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors trustees and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors, third-party investor hosting and expenses associated with independent auditssimilar platforms and service providers, and outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Company or the Advisor in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (business, such as litigation or indemnification); and costs associated with reporting and compliance obligations the allocable portion of overhead under the Advisers Act Administration Agreement, including rent, and applicable federal the allocable portion of the cost of the Company’s Chief Financial Officer and state securities laws. Notwithstanding anything Chief Compliance Officer and their respective staffs.
(c) To the extent that expenses to be borne by the contrary contained hereinCompany are paid by the Advisor and/or one or more administrators of the Company (each, together with any successor thereto, an “Administrator”), the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) Advisor and/or such Administrator(s), as applicable, for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devoteexpenses, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent it being understood that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securities.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services contemplated by this Section 3 may be performed by it on behalf the Advisor or any of the Company pursuant to any separate administration or co-administration agreement with the Adviser; providedits Affiliates, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% one or more equity interest in the Adviserthird party Administrators, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwisecombination thereof.
Appears in 1 contract
Samples: Investment Advisory Agreement (Kennedy Lewis Capital Co)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or the Agreement is hereby deleted in its entirety and replaced with the Administration Agreement (the “Administration Agreement”), dated October 1, 2021, between the Company and the Adviser (following: All investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in its capacity as the administratorproviding investment advisory and management services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): expenses deemed to be “limitation except as noted) those relating to: the cost of its organization and offering expenses” any offerings, subject to a cap of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock 1.50% of the Company, are hereinafter referred to as ’s total capital commitments (the “Organization and Offering CostsCapital Commitments”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager or placement agent agreements, if any; administration fees payable under the administration agreement (the “Administration Agreement”) between the Company and BC Partners Management LLC (the “Administrator”) and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below)Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expensesfees; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred by either the Administrator or the Company in connection with administering the Company’s business, including payments under the Administration Agreement for administrative services that will be equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including, the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall may reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company Company.) If actual organization and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, offering costs incurred exceed 1.50% of the aggregate gross proceeds from Company’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Company’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Company’s behalf provided that the total organization and offering costs borne by the Company do not exceed 1.50% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Company for purposes of the Company’s securitiescap on organization and offering expenses.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory Agreement (BC Partners Lending Corp)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated October 1[ ], 20212016, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Adviser (including rent, office equipment and utilities).
b) . The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “the cost of its organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreementofferings; the cost of calculating the Company’s its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below)Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expensesfees; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding For the foregoingavoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together or its affiliates in connection with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of securities by the Company’s securities.
c) . In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the Company shall reimburse the Adviser for all expenses of the Company incurred provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling PersonCompany” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwiseapply.
Appears in 1 contract
Samples: Investment Advisory Agreement (Owl Rock Capital Corp)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated October 1November 30, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Adviser (including rent, office equipment and utilities).
b) The Company, either directly or through reimbursement to the Adviser, shall bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securities.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory Agreement (Owl Rock Technology Income Corp.)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in the Administration Agreement (the “Administration Agreement”)providing investment advisory and management services hereunder, dated October 1, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of those relating to: the Company, are hereinafter referred to as “Organization and Offering Costs”)’s organization; corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock Company’s shares and other securities; fees and expenses interest payable under any dealer manager agreementson debt, if any, to finance the Company’s investments; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, monitoring the Company’s financial and legal affairs for the Company, providing administrative services, monitoring the Company’s investments and evaluating and making investments, including fees and expenses associated with performing due diligence on reviews of prospective portfolio companies and, if necessary, enforcing the Company’s rightsinvestments and advisory fees; escrow agent, transfer agent and custodial fees and expensesfees; fees and expenses associated with marketing efforts; costs associated with the Company’s reporting and compliance obligations under the Investment Company Act, the Securities Exchange Act of 1934 and other applicable federal and state registration feessecurities laws, any and ongoing stock exchange listing fees and fees payable to rating agenciesfees; federal, state and local taxes; independent directors’ fees and expenses; brokerage commissions, including certain travel expensesprinting costs; costs of preparing financial statements and maintaining books and records and filing proxy statements, stockholders’ reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and communications with stockholders; the compensation of professionals responsible for the preparation Company’s allocable portion of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors directors’ and officers officers’ liability insurance, errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, audits and outside legal and consulting costs; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Company and Capitala Advisors Corp. (the “Administrator”), the Company’s administrator; federal and state registration fees; all costs of winding upregistration and listing the Company’s shares on any securities exchange; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or 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 and other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance performing its obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained hereinAdministration Agreement, including rent, the Company will bear its fees and expenses associated with performing compliance functions and the allocable portion of the costs of the compensation, benefits compensation and related administrative expenses (including travel expenses) of the Company’s officers who provide operational chief compliance officer and administrative services hereunder, chief financial officer and their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securitiesadministrative support staffs.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory Agreement (Capitalsouth Partners Fund Ii Lp)
Company’s Responsibilities and Expenses Payable by the Company. (a) Except as otherwise provided herein or All investment professionals of the Advisor and their respective staffs, when and to the extent engaged in the Administration Agreement (the “Administration Agreement”)providing investment advisory and management services hereunder, dated October 1, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment Advisor and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of those relating to: the Company, are hereinafter referred to as “Organization and Offering Costs”)’s organization; corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedgingfirms); expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), Advisor or payable to third parties, parties performing due diligence on prospective portfolio companies companies, monitoring the Company’s investments and, if necessary, enforcing its rights; interest payable on debt, if any, incurred to finance the Company’s rightsinvestments; escrow agentofferings of the Company’s common stock and other securities, if any; investment advisory and management fees; distributions on the Company’s shares; administration fees payable under the administration agreement with Centre Lane Advisors, LLC (the “Administration Agreement”); the allocated costs incurred by Centre Lane Advisors, LLC in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making investments; transfer agent and custodial fees; registration fees; listing fees; taxes; independent director fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the SEC; preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (our stockholders, including printing and mailing costs), ; the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; Company’s fidelity bond, ; directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Company’s website; direct costs and expenses of administration, including printing, mailing, long distance telephone audit and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses reasonably incurred by the Company or Centre Lane Advisors, LLC in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (business, such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of overhead under the costs Administration Agreement, including rent and other allocable portions of the compensation, benefits and related administrative expenses (including travel expenses) cost of certain of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securitiesstaffs.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Management Agreement (Centre Lane Investment Corp.)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated October 1, 2021, between the Company and the Adviser (All personnel of the Adviser, when and to the extent engaged in its capacity as the administratorproviding investment advisory services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser (including rent, office equipment and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, Company shall bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): ) fees and expenses deemed to be “organization relating to: organizational and offering expenses” of ; the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts investigation and other similar expenses paid by investors at the time of sale of the stock monitoring of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement’s investments; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of shares of the Common Stock Company’s common stock and other securities; management and incentive fees and expenses payable under any dealer manager agreements, if anypursuant to the investment advisory agreement; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or fees payable to third partiesparties relating to, performing due diligence on prospective portfolio companies andor associated with, if necessary, enforcing the Company’s rightsmaking investments and valuing investments (including third-party valuation firms); escrow agent, transfer agent and custodial fees and expensesfees; fees and expenses associated with marketing effortsefforts (including attendance at investment conferences and similar events); federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agenciesfees; federal, state and local taxes; independent directors’ fees and expensesexpenses (including fees paid to Mr. Toll, including certain travel expenseswho, although is not considered an independent director, receives the same fees as an independent director); brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing financial statements government filings, including periodic and maintaining books and records and filing current reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market dataSEC; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone independent accountants and staff; fees and expenses associated with independent audits, outside legal costs and consulting costs; costs of winding up; costs all other direct expenses incurred by either the Company’s investment adviser or the Company in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or business, including payments under the administration agreement that will be based upon the Company’s allocable portion of overhead and other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance incurred by the Company’s administrator, FSC, Inc. in performing its obligations under the Advisers Act administration agreement and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) compensation of the Company’s officers who provide operational chief financial officer and administrative services hereunderchief compliance officer, and their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securitiesstaffs.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory Agreement (Fifth Street Finance Corp)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in the Administration Agreement (the “Administration Agreement”)providing investment advisory and management services hereunder, dated October 1, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “) those relating to: organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering Costs”)offering; corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below), or Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies and(including without limitation payments made to Citco Group, Magnetar Capital LLC and any of its affiliates); interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments; escrow agentsales and purchases of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Company and Solar Capital Management, LLC (the “Administrator”), the Company’s administrator; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees and expenses; fees and expenses associated with marketing effortsfees; federal and state registration fees, ; all costs of registration and listing the Company’s shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) Securities and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingExchange Commission; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs), ; the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations business, including payments under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, Administration Agreement between the Company will bear its and the Administrator based upon the Company’s allocable portion of the costs Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the compensation, benefits and related administrative expenses (including travel expenses) cost of the Company’s officers who provide operational chief compliance officer and administrative services hereunder, chief financial officer and their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securitiesstaffs.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Samples: Investment Advisory Management Agreement (Solar Capital Ltd.)
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated October 1, 2021, between the Company and the Adviser (All investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in its capacity as the administratorproviding investment advisory and management services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities).
b) not by the Company. The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): limitation except as noted) those relating to: the Company’s organization expenses deemed and initial offering costs incurred prior to the filing of its election to be “organization and offering expenses” of treated as a BDC; the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, costs associated with any discounts and other similar expenses paid by investors at the time of sale of the stock offerings of the Company, are hereinafter referred to as “Organization ’s common stock and Offering Costs”)other securities; corporate calculating individual asset values and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedgingfirms); expenses, including travel expenseexpenses, incurred by the Adviser, or members of the Investment Team (defined below)its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing the Company’s rights; escrow agentthe management fee and any incentive fees payable under this Agreement; certain costs and expenses relating to distributions paid on the Company’s shares; administration fees payable under the administration agreement (the “Administration Agreement”) between the Company and Carlyle GMS Finance Administration L.L.C. (the “Administrator”) and sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees fees; costs of hedging; commissions and expenses; fees and expenses associated with marketing effortsother compensation payable to brokers or dealers; federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agencies; U.S. federal, state and local taxes, including any excise taxes; independent directors’ director fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records records, costs of preparing tax returns, costs of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) ), and other reporting and compliance costs, including registration and listing fees, listing fees and licenses, and the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s stockholders (including printing and mailing costs), the costs of any stockholder or director stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; commissions the costs of specialty and other compensation payable to brokers or dealerscustom software for monitoring risk, compliance and overall portfolio, including any development costs; research and market data; the Company’s fidelity bond, ; directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; indemnification payments; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside agency, consulting and legal and consulting costs; costs of winding up; costs and all other expenses incurred by either the Administrator or the Company in connection with administering its business, including payments under the formation or maintenance of entities or vehicles Administration Agreement for administrative services that will be equal to hold an amount that reimburses the Administrator for its costs and expenses and the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance allocable portion of overhead incurred by the Administrator in performing its obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything Administration Agreement, including, compensation paid to the contrary contained herein, the Company will bear or compensatory distributions received by its allocable portion of the costs of the compensation, benefits and related administrative expenses officers (including travel expensesits Chief Financial Officer and Chief Compliance Officer) and any of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals staff who provide services to the Company (includingCompany, in each case, employees of the Adviser or an affiliate) operations staff who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basisand any internal audit staff, to the business affairs of the Company and extent internal audit performs a role in acting on behalf of the Company). Notwithstanding the foregoing, the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securitiesXxxxxxxx-Xxxxx internal control assessment.
c) In addition to the compensation paid to the Adviser pursuant to Section 3, the Company shall reimburse the Adviser for all expenses of the Company incurred by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.
Appears in 1 contract
Company’s Responsibilities and Expenses Payable by the Company. a) Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated October 1May 18, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Adviser (including rent, office equipment and utilities).
b) . The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): expenses deemed to be “the cost of its organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreementofferings; the cost of calculating the Company’s its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (defined below)Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expensesfees; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). Notwithstanding For the foregoingavoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company shall not be liable for Organization and Offering Costs to the extent that Organization and Offering Costs, together or its affiliates in connection with all prior Organization and Offering Costs, exceed 1.50% of the aggregate gross proceeds from the offering of securities by the Company’s securities.
c) . In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the Company shall reimburse the Adviser for all expenses of the Company incurred provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Adviser as well as the actual cost of goods and services used for or by the Company and obtained from entities not affiliated with the Adviser. The Adviser may be reimbursed for the administrative services performed by it on behalf of the Company pursuant to any separate administration or co-administration agreement with the Adviser; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles. No reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be:
i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and
ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling PersonCompany” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of directors, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwiseapply.
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Samples: Investment Advisory Agreement (Owl Rock Capital Corp)
