Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, those relating to: (a) organization of the Corporation; (b) calculations of the net asset value of the Corporation, including the cost and expenses of any independent valuation firm; (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation; (f) investment advisory and management fees; (g) administration fees payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial fees and expenses; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulators; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance policies, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 7 contracts
Samples: Merger Agreement (GOLUB CAPITAL BDC, Inc.), Merger Agreement (Golub Capital BDC 3, Inc.), Investment Advisory Agreement (GOLUB CAPITAL BDC, Inc.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees fees, if any, payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), Agreement between the Corporation and the Corporation’s administrator Apollo Investment Administration, LLC (the “Administrator”), the Corporation’s administrator; (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents agent and custodial fees and expensesfees; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities shares on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsCommission; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 6 contracts
Samples: Investment Advisory Management Agreement (MidCap Financial Investment Corp), Investment Advisory Management Agreement (Apollo Investment Corp), Investment Advisory Management Agreement (Apollo Investment Corp)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisorsadvisors (such as independent valuation firms, accountants and legal counsel), in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees fees, if any, payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), Agreement between the Corporation and the Corporation’s administrator Gladstone Administration, LLC (the “Administrator”), the Corporation’s administrator; (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents agent and custodial fees and expensesfees; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities shares on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsCommission; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 5 contracts
Samples: Investment Advisory and Management Agreement (Gladstone Investment Corporation\de), Investment Advisory and Management Agreement (Gladstone Companies, Inc.), Investment Advisory and Management Agreement (Gladstone Companies, Inc.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, including those relating to: (a) organization of the Corporationorganization; (b) calculations of calculating the Corporation’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses expenses, including travel expenses, incurred by the Adviser and or payable to third parties, including agents, consultants or other advisors, parties in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating tocompanies, or associated withmonitoring the Corporation’s investments and, evaluating and making investmentsif necessary, enforcing the Corporation’s rights; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) costs of offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory the Base Management Fee (as defined below) and management feesany Incentive Fee (as defined below); (g) distributions on the Corporation’s common stock; (h) administration fees payable to the Xxxxxxxx Capital Administrator LLC (the “Administrator”) under the administration agreement dated April 10as of October 9, 2010 2012 (as amendedamended from time to time, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); (hi) transfer agent and custody fees and expenses; (j) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (k) amounts payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating evaluating, making and making disposing of investments, including costs associated with meeting potential financial sponsors; (il) brokerage fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial commissions; (m) registration fees; (n) listing fees; (o) taxes; (p) independent director fees and expenses; (jq) costs associated with the Corporation’s reporting and compliance obligations under the Investment Company Act and applicable U.S. federal and state registration feessecurities laws; (kr) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulators; (o) costs of any reports, proxy statements or other notices to the Corporation’s stockholders, including printing costs; (ps) costs associated with individual or group stockholdersof holding stockholder meetings; (qt) the Corporation’s allocable portion of any fidelity bond, directors’ ; (u) directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (rv) litigation, indemnification and other non-recurring or extraordinary expenses; (w) direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial audit and other staff, independent auditors and outside legal costs; (sx) proxy voting expensesfees and expenses associated with marketing efforts; (y) dues, fees and charges of any trade association of which the Corporation is a member; and (tz) any and all other expenses reasonably incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under such as the Administration Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the Corporation’s allocable portion of the cost costs and expenses of the Corporation’s its chief compliance officer and officer, chief financial officer and their respective staffs.
Appears in 4 contracts
Samples: Investment Advisory Agreement (Garrison Capital Inc.), Investment Advisory Agreement (Garrison Capital Inc.), Investment Advisory Agreement (Garrison Capital Inc.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffsAdviser, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall Corporation, either directly or through reimbursement of the Adviser, will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firmfirms); (c) fees and expenses incurred by the Adviser and Adviser, Prospect Administration LLC (the “Administrator”) or affiliates thereof payable to third parties, including agents, consultants or other advisorsadvisors (such as independent valuation firms, accountants and legal counsel), in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) offerings of the Corporation’s debt, common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees fees, if any, payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), Agreement between the Corporation and the Corporation’s administrator (the “Administrator”); (h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs ; transfer agent and custodial fees; fees and expenses associated with meeting potential financial sponsorsmarketing efforts (including attendance at investment conferences and similar events); (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial fees and expenses; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and or any other regulatorsgovernmental agency; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expensesresearch and market data expenses including, without limitation, news and quotation equipment and services; computer software specific to the business of the Corporation; any unreimbursed expenses incurred in connection with transactions not consummated; routine non-compensation overhead expenses of the Adviser and (t) its investment affiliates in an amount up to 0.0625% of the Corporation’s average total assets per quarter, or 0.25% per year, which shall be calculated based on the average value of the Corporation’s total assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs. The Adviser will be entitled to receive reimbursement from the Company of organization and offering expenses it has paid on behalf of the Company, up to 5.0% of the aggregate gross proceeds of the offering of the Company’s securities until all of the organization and offering expenses incurred and/or paid by the Adviser have been recovered.
Appears in 4 contracts
Samples: Investment Advisory Agreement (Priority Income Fund, Inc.), Investment Advisory Agreement (Priority Income Fund, Inc.), Investment Advisory Agreement (Pathway Energy Infrastructure Fund, Inc.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence (including related legal expenses) on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) interest payable on debt, if any, incurred by the Corporation to finance its the Corporation’s investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees payable under the administration agreement dated April 10, 2010 Administration Agreement (as amended, the “Administration Agreement”), ) between the Corporation and the Corporation’s administrator PennantPark Investment Administration, LLC (the “Administrator”), the Corporation’s administrator; (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents agent and custodial fees and expensesfees; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities shares on any securities exchange; (l) federal, state and local taxes; (m) independent Directorsdirectors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsCommission; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 4 contracts
Samples: Investment Advisory Management Agreement (Pennantpark Investment Corp), Investment Advisory Management Agreement (PennantPark Floating Rate Capital Ltd.), Investment Advisory Management Agreement (PennantPark Floating Rate Capital Ltd.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffsits staff, when and to the extent engaged in providing investment advisory and management services hereunderrequired to be provided by the Adviser under Section 1(a) hereof, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, without limitation, including those relating to: (a) organization of · organization; · calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and · expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments (including the cost of consultants hired to develop information technology systems designed to monitor the Corporation’s investments, ) and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) · interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) · offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) · investment advisory and management fees; (g) · administration fees fees, if any, payable under the administration agreement dated April 10, 2010 Amended and Restated Administration Agreement (as amended, the “Administration Agreement”), ) between the Corporation and the Corporation’s administrator Ares Operations LLC or any successor thereto (the “Administrator”), the Corporation’s administrator; (h) · fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, investments (including costs associated with meeting potential payments to third party vendors for financial sponsorsinformation services); (i) fees incurred by the Corporation in connection with the services of · transfer agents and dividend agents agent and custodial fees and expensesfees; (j) · federal and state registration fees; (k) · all costs of registration and listing the Corporation’s securities shares on any securities exchange; (l) · federal, state and local taxes; (m) · independent Directorsdirectors’ fees and expenses; (n) · costs of preparing and filing reports or other documents required by governmental bodies (including the Securities and Exchange Commission and other regulatorsSEC); (o) · costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) · the Corporation’s allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) · direct costs and expenses of administration, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and · all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, business (including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer officers and their respective staffsstaffs (including travel expenses)).
Appears in 4 contracts
Samples: Investment Advisory and Management Agreement (Ares Capital Corp), Investment Advisory and Management Agreement (Ares Capital Corp), Investment Advisory and Management Agreement (Ares Management Lp)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffsits staff, when and to the extent engaged in providing investment advisory services required to be provided by the Adviser under Sections 1(a) and management services hereunder1(b), and the compensation and routine overhead expenses of such personnel and the general office and facilities and overhead expenses incurred by the Adviser in maintaining its place of business allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, without limitation, including those relating to: :
(a) organization of the Corporation; organization;
(b) calculations of calculating the Corporation’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm; );
(c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; companies;
(d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; the Corporation’s investments;
(e) offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation; securities;
(f) investment advisory and management fees; fees payable under this Agreement, which fees shall not include fees (if any) payable to a Sub-Adviser retained by the Adviser pursuant to Section 1(d);
(g) administration fees fees, if any, payable under the administration agreement dated April 10, 2010 Administration Agreement (as amended, the “Administration Agreement”), ) between the Corporation and the Adviser or any successor thereto as the Corporation’s administrator (the “Administrator”); administrator;
(h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating transfer agent and making investments, including costs associated with meeting potential financial sponsors; custodial fees;
(i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial fees and expenses; (j) federal and state registration fees; ;
(kj) all costs of registration and listing the Corporation’s securities shares on any securities exchange; ;
(lk) federal, state and local taxes; ;
(ml) independent Directorsdirectors’ fees and expenses; ;
(nm) costs of preparing and filing reports or other documents required by governmental bodies (including the Securities and Exchange Commission and other regulators; SEC);
(on) costs of any reports, proxy statements or other notices to stockholders, including printing costs; ;
(p) costs associated with individual or group stockholders; (qo) the Corporation’s allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; ;
(rp) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and
(sq) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator Advisor in connection with administering the Corporation’s business, business (including payments made under the Administration Agreement based upon the Corporation’s allocable portion of the AdministratorAdvisor’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s chief compliance financial officer and chief financial compliance officer and their respective staffsstaffs (including travel expenses)).
Appears in 3 contracts
Samples: Investment Advisory and Management Agreement (Rand Capital Corp), Investment Advisory and Management Agreement (Rand Capital Corp), Investment Advisory and Management Agreement
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence (including related legal expenses) on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) interest payable on debt, if any, incurred by the Corporation to finance its the Corporation’s investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), Agreement between the Corporation and the Corporation’s administrator PennantPark Investment Administration, LLC (the “Administrator”), the Corporation’s administrator; (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents agent and custodial fees and expensesfees; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities shares on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsCommission; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 3 contracts
Samples: Investment Advisory Management Agreement (Pennantpark Investment Corp), Investment Advisory Management Agreement (Pennantpark Investment Corp), Investment Advisory Management Agreement (Pennantpark Investment Corp)
Corporation’s Responsibilities and Expenses Payable by the Corporation. (a) All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other out-of-pocket costs and expenses of its operations and transactions, including, without limitation, those relating to: (ai) organization and offering of the common stock; (ii) the Corporation’s fees and expenses related to any Liquidity Event (as defined in the Memorandum) or the wind down and/or liquidation and dissolution of the Corporation; (biii) calculations of calculating the Corporation’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (civ) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisorsadvisers, in connection with monitoring the financial and legal affairs of for the Corporation and in providing administrative services, monitoring the Corporation’s investments, investments and performing due diligence on the Corporation’s prospective portfolio companies investments or otherwise relating to, or associated with, evaluating and making investments; (dv) interest payable on fees and expenses incurred in connection with debt, if any, incurred by the Corporation to finance its the Corporation’s investments or operations, and payment of interest and repayment of principal on such debt; (vi) fees and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings sales and repurchases of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (fvii) investment advisory and management fees; (gviii) administration fees fees, if any, payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), ) between the Corporation and the Corporation’s administrator Varagon Capital Partners, L.P. (the “Administrator”); (hix) fees payable to third partiestransfer agent, including agents, consultants or other advisors, relating to, or associated with, evaluating sub-administrator and making investments, including costs associated with meeting potential financial sponsorscustodial fees; (ix) fees incurred expenses relating to the issue, repurchase and transfer of common stock to the extent not borne by the Corporation in connection with the services of transfer agents and dividend agents and custodial fees and expensesrelevant transferring shareholders and/or assignees; (jxi) federal and state registration fees; (kxii) all costs of registration and listing the Corporation’s securities on any securities exchangeassociated with a Public Listing (as defined in Section 3(a)(i)); (lxiii) federal, state and local taxestaxes and other governmental charges assessed against the Corporation; (mxiv) independent Directorsdirectors’ fees and expensesexpenses and the costs associated with convening a meeting of the Board or any committee thereof; (nxv) fees and expenses and the costs associated with convening a meeting of the shareholders or holders of any preferred stock, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; (xvi) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and SEC, the Financial Industry Regulatory Authority or other regulators; (oxvii) costs of any reports, proxy statements or other notices to stockholdersshareholders, including printing and mailing costs; (pxviii) costs associated with individual or group stockholdersand expenses related to the preparation of the Corporation’s financial statements and tax returns; (qxix) the Corporation’s allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (rxx) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying, secretarial and other staff, ; (xxi) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Corporation; (sxxii) proxy voting expensescompensation of other third-party professionals to the extent they are devoted to preparing the Corporation’s financial statements or tax returns or providing similar “back office” financial services to the Corporation; (xxiii) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for the Corporation, monitoring the investments of the Corporation and disposing of any such investments; (xxiv) portfolio risk management costs; (xxv) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees) and other assets; (xxvi) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Corporation, including in each case services with respect to the proposed purchase or sale of securities by the Corporation that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (xxvii) costs of amending, restating or modifying the Charter, the Bylaws, the Agreement, the Administration Agreement or related documents of the Corporation or related entities; (xxviii) fees, costs, and expenses incurred in connection with any restructuring, initial public offering or reorganization of the Corporation or related entities, the termination, liquidation or dissolution of the Corporation or related entities, or the required redemption of all or substantially all outstanding common stock (including the fees and expenses associated with any such transaction); (xxix) the expense reimbursements set forth in the Administration Agreement; and (txxx) any and all other properly and reasonably chargeable expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement based upon the Corporation’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 Corporation’s chief compliance officer Chief Compliance Officer and chief financial officer Chief Financial Officer and their respective staffs. Notwithstanding the foregoing, the Adviser shall have the right, from time to time in its sole discretion, to waive all or a portion of the costs and expenses due and payable to the Adviser by the Corporation pursuant to this Section 2(a).
(b) For the avoidance of doubt, the Adviser or its affiliates shall be solely responsible for any placement or “finder’s” fees payable to any placement agents engaged by the Adviser or its affiliates on behalf of the Corporation in connection with the offering of securities by the Corporation.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Varagon Capital Corp), Investment Advisory Agreement (Varagon Capital Corp)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, those relating to: (a) organization of the Corporationorganization; (b) calculations of calculating the Company’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses expenses, including travel expenses, incurred by the Adviser and or payable to third parties, including agents, consultants or other advisors, parties in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating tocompanies, or associated withmonitoring the Company’s investments and, evaluating and making investmentsif necessary, enforcing the Company’s rights; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Company’s investments; (e) costs of offerings of the Company’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory the base management fee and management feesany incentive fee; (g) distributions on the Company’s common stock; (h) administration fees payable to the Xxxxxxxx Capital Administrator LLC (the “Administrator”) under the administration agreement dated April 10as of [ ], 2010 (as amended, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”)2012; (hi) transfer agent and custody fees and expenses; (j) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (k) amounts payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating evaluating, making and making disposing of investments, including costs associated with meeting potential financial sponsors; (il) brokerage fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial commissions; (m) registration fees; (n) listing fees; (o) taxes; (p) independent director fees and expenses; (j1) costs associated with the Company’s reporting and compliance obligations under the Investment Company Act and applicable U.S. federal and state registration feessecurities laws; (kr) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulators; (o) costs of any reports, proxy statements or other notices to the Company’s stockholders, including printing costs; (ps) costs associated with individual or group stockholdersof holding stockholder meetings; (qt) the CorporationCompany’s allocable portion of any fidelity bond, directors’ ; (u) directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (rv) litigation, indemnification and other non-recurring or extraordinary expenses; (w) direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial audit and other staff, independent auditors and outside legal costs; (sx) proxy voting expensesfees and expenses associated with marketing efforts; (y) dues, fees and charges of any trade association of which the Company is a member; and (tz) any and all other expenses reasonably incurred by the Corporation Company or the Administrator in connection with administering the CorporationCompany’s business, including payments made under such as the Administration Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration this Agreement, including rent and the Company’s allocable portion of the cost costs and expenses of the Corporation’s its chief compliance officer and officer, chief financial officer and their respective staffs.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Garrison Capital LLC), Investment Advisory Agreement (Garrison Capital LLC)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffsits staff, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, those relating to: :
(a) organization of the Corporation; ;
(b) calculations of the net asset value of the Corporation, Corporation (including the cost and expenses of any independent valuation firm; );
(c) indemnification payments;
(d) providing managerial assistance to those portfolio companies that request it;
(e) marketing expenses;
(f) expenses relating to the development and maintenance of the Corporation’s website;
(g) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisorsadvisers, in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; ;
(dh) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; ;
(ei) offerings of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation; Offering;
(fj) investment advisory and management fees; fees payable to the Adviser;
(gk) administration fees fees, expenses and/or payments payable under the administration agreement dated April 10, 2010 as of even date herewith (as amended, the “Administration Agreement”), between the Corporation and the Corporation’s administrator TPVG Administrator LLC (the “Administrator”); , the Corporation’s administrator;
(hl) fees payable to third parties, including agents, consultants or and other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; ;
(im) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial fees and expenses; ;
(jn) federal and state registration fees; ;
(ko) all costs of registration and of the Corporation’s securities with appropriate regulatory agencies;
(p) all costs of listing the Corporation’s securities on any securities exchange; ;
(lq) U.S. federal, state and local taxes; ;
(mr) independent Directorsdirectors’ fees and expenses; ;
(ns) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and (the “SEC”), the Financial Industry Regulatory Authority or other regulators; ;
(ot) costs of any reports, proxy statements or other notices to stockholders, including printing costs; ;
(pu) costs associated with individual or group groups of stockholders; ;
(qv) the Corporation’s allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance policies, and any other insurance premiums; ;
(rw) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and
(s) proxy voting expenses; and (tx) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 2 contracts
Samples: Investment Advisory Agreement (TriplePoint Venture Growth BDC Corp.), Investment Advisory Agreement (TriplePoint Venture Growth BDC Corp.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffsAdviser, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall Corporation, either directly or through reimbursement of the Adviser, will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firmfirms); (c) fees and expenses incurred by the Adviser and Adviser, Prospect Administration LLC (the “Administrator”) or affiliates thereof, including those payable to third parties, including agents, consultants or other advisorsadvisors (such as independent valuation firms, accountants and legal counsel), in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) offerings of the Corporation’s debt, common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees fees, if any, payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), Agreement between the Corporation and the Corporation’s administrator (the “Administrator”); (h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs ; transfer agent and custodial fees; fees and expenses associated with meeting potential financial sponsorsmarketing efforts (including attendance at investment conferences and similar events); (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial fees and expenses; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and or any other regulatorsgovernmental agency; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expensesresearch, subscription and market data expenses including, without limitation, news and quotation equipment and services; computer software specific to the business of the Corporation; any unreimbursed expenses incurred in connection with transactions not consummated; routine non-compensation overhead expenses of Adviser and (t) any investment affiliates; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s chief compliance officer chief administrative officer and chief financial officer and their respective staffs. The Adviser will be entitled to receive reimbursement from the Company of organization and offering expenses it has paid on behalf of the Company, up to 5.0% of the aggregate gross proceeds of the offering of the Company’s securities until all of the organization and offering expenses incurred and/or paid by the Adviser have been recovered.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Priority Senior Secured Income Fund, Inc.), Investment Advisory Agreement (Priority Senior Secured Income Fund, Inc.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence (including related legal expenses) on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) interest payable on debt, if any, incurred by the Corporation to finance its the Corporation’s investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees payable under the administration agreement dated April 10, 2010 Administration Agreement (as amended, the “Administration Agreement”), ) between the Corporation and the Corporation’s administrator PennantPark Investment Advisers, LLC (the “Administrator”), the Corporation’s administrator; (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents agent and custodial fees and expensesfees; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities shares on any securities exchange; (l) federal, state and local taxes; (m) independent Directorsdirectors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsCommission; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 2 contracts
Samples: Investment Advisory Management Agreement (PennantPark Floating Rate Capital Ltd.), Investment Advisory Management Agreement (PennantPark Floating Rate Capital Ltd.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, those relating to: (a) organization of the Corporationorganization; (b) calculations of calculating the Corporation’s net asset value of the Corporation, and net asset value per share (including the cost and expenses of any independent valuation firm); (c) fees and expenses expenses, including travel expenses, incurred by the Adviser and or payable to third parties, including agents, consultants or other advisors, parties in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating tocompanies, or associated withmonitoring the Corporation’s investments and, evaluating and making investmentsif necessary, enforcing the Corporation’s rights; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) costs of offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory the base management fee and management feesany incentive fee; (g) distributions on the Corporation’s common stock; (h) administration fees payable to H.I.G. WhiteHorse Administration, LLC (the “Administrator”) under the administration agreement dated April 10as of [ ], 2010 2012 with H.I.G. WhiteHorse Administration, LLC (as amended, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); (hi) transfer agent and custody fees and expenses; (j) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (k) amounts payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating evaluating, making and making disposing of investments, including costs associated with meeting potential financial sponsors; (il) brokerage fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial commissions; (m) registration fees; (n) listing fees; (o) taxes; (p) independent director fees and expenses; (j1) costs associated with the Corporation’s reporting and compliance obligations under the Investment Company Act and applicable U.S. federal and state registration feessecurities laws; (kr) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulators; (o) costs of any reports, proxy statements or other notices to the Corporation’s stockholders, including printing costs; (ps) costs associated with individual or group stockholdersof holding stockholder meetings; (qt) the Corporation’s allocable portion of any fidelity bond, directors’ ; (u) directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (rv) litigation, indemnification and other non-recurring or extraordinary expenses; (w) direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial audit and other staff, independent auditors and outside legal costs; (sx) proxy voting expensesfees and expenses associated with marketing efforts, including to financial sponsors; (y) dues, fees and charges of any trade association of which the Corporation is a member; and (tz) any and all other expenses reasonably incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, such as the allocable portion of overhead under this Agreement, including payments made under the Administration Agreement based upon rent and the Corporation’s allocable portion of the Administrator’s overhead in performing costs and expenses of its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and officer, chief financial officer, chief operating officer and their respective staffs.
Appears in 2 contracts
Samples: Investment Advisory Agreement (WhiteHorse Finance, LLC), Investment Advisory Agreement (WhiteHorse Finance, LLC)
Corporation’s Responsibilities and Expenses Payable by the Corporation. (a) All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services(e.g., shall employee benefits and similar expenses), will be provided and paid for by the Adviser and not by the Corporation. The Additionally, the Adviser will pay any expenses under Section 1(c) hereof.
(b) Subject to the provisions of Section 2(a), the Corporation shall will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: :
(ai) organization of the Corporation; (b) calculations Corporation and initial offering of the Corporation’s common stock; calculating the Corporation’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm; );
(cii) fees and expenses incurred by the Adviser and or the Corporation payable to third parties, including agents, consultants or other advisors, in connection related to or associated with monitoring the financial and legal affairs of for the Corporation and in evaluating, making and monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making other prospective investments; ;
(diii) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) offerings of the Corporation’s common stock and or other securities of the Corporation, including any public offering of the common stock of the Corporation; securities;
(fiv) investment advisory and management fees; ;
(gv) administration fees payable payments under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), Agreement between the Corporation and the Corporation’s administrator (the “Administrator”); (h) fees payable to third partiesAdviser, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial fees and expenses; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulators; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance policies, and any other insurance premiums; (r) without limitation direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs;
(vi) transfer agent and custodial fees;
(viii) federal and state registration or licensing fees;
(ix) all costs of registration and listing the Corporation’s shares on any securities exchange;
(x) federal, state and local taxes;
(xi) independent Directors’ fees and expenses;
(xii) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission or other federal or state regulatory agency;
(xiii) costs of any reports, proxy statements or other notices to stockholders, including printing costs; costs of Board and stockholder meetings;
(sxiv) proxy voting expensesthe cost of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums, in each case with respect to the Company and the Adviser; and and
(txv) any and all other expenses incurred by the Corporation or the Administrator Adviser in connection with administering the Corporation’s business, including payments made under the Administration Agreement based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 2 contracts
Samples: Investment Management Agreement (Evercore Investment Corp), Investment Management Agreement (Evercore Investment Corp)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals personnel of the Adviser and their respective staffsAdviser, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear be responsible for all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization and offering; calculating the Corporation’s net asset value; effecting sales and repurchases of shares of the Corporation’s common stock and other securities; (b) calculations of the net asset value of the Corporation, including the cost and expenses of any independent valuation firminvestment advisory fees; (c) fees and all other expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise parties relating to, or associated with, evaluating and with (i) making investments; (d) interest payable on debt, if any, incurred by the Corporation to finance its and/or investigating possible investments and expenses related to unsuccessful portfolio acquisition efforts; (eii) offerings of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation; (f) investment advisory and management fees; (g) administration fees payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), between the Corporation and monitoring and/or protecting the Corporation’s administrator (the “Administrator”)interests in existing investments; (h) 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 sponsorsany market data and research services; (i) consulting fees; brokerage fees incurred by the Corporation in connection with the services of and commissions; transfer agents and dividend agents and agent, custodial fees and expensesescrow services; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities shares on any securities exchange; (l) federal, state and local taxes; (m) costs incurred in connection with any litigation or indemnification; costs incurred in connection with any regulatory examinations; independent Directorsdirectors’ fees and expenses; (n) costs of preparing proxy statements, stockholders’ reports and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsnotices; (o) costs of holding any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) stockholder meeting of the Corporation’s allocable portion of any ; fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including such as printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expensestravel-related and other expenses for executive and administrative staff in connection with activities for the benefit of the Corporation; expenses for branding, marketing and (t) any advertising the Corporation; office equipment and supplies and all other expenses incurred by the Corporation or the Administrator Oxford Funds, LLC in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and Oxford Funds, LLC based upon the Corporation’s allocable portion of the AdministratorOxford Funds, LLC’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of compensation for the cost of the Corporation’s chief compliance officer and chief financial officer Chief Financial Officer, Chief Compliance Officer and their respective staffsstaff.
Appears in 1 contract
Samples: Investment Advisory Agreement (Oxford Park Income Fund, Inc.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, including those relating to: (a) organization organizational expenses of the Corporation; (b) calculations of calculating the net asset value of the Corporation, including the cost and expenses of any independent valuation firm; (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, any studies commissioned by the Adviser and travel and lodging expenses; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation; (f) investment advisory and management fees; (g) administration fees and expenses payable under the administration agreement dated as of April 101, 2010 2022 (as amendedamended from time to time, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); (h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investmentsinvestments in portfolio companies, including costs associated with meeting potential financial sponsors; (i) fees incurred by the Corporation in connection with the services of for transfer agents and agent, dividend agents agent and custodial fees and expenses; (j) U.S. federal and state registration and franchise fees; (k) all costs of registration and listing of the Corporation’s securities on any securities exchange; (l) U.S. federal, state and local taxes; (m) independent Directorsdirectors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and or other regulators; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) costs associated with compliance with the Sxxxxxxx-Xxxxx Act of 2002, as amended; (r) the Corporation’s allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance policies, and any other insurance premiums; (rs) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (st) proxy voting expenses; and (tu) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement based upon the Corporation’s allocable portion (subject to the review and approval of the Corporation’s independent directors) of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Agreement (Golub Capital BDC 4 LLC)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, those relating to: (a) organization of the Corporationorganization; (b) calculations of calculating the Company’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses expenses, including travel expenses, incurred by the Adviser and or payable to third parties, including agents, consultants or other advisors, parties in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating tocompanies, or associated withmonitoring the Company’s investments and, evaluating and making investmentsif necessary, enforcing the Company’s rights; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Company’s investments; (e) costs of offerings of the Company’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory the base management fee and management feesany incentive fee; (g) distributions on the Company’s common stock; (h) administration fees payable to the Xxxxxxxx Capital Administrator LLC (the “Administrator”) under the administration agreement dated April 10as of [ ], 2010 (as amended, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”)2011; (hi) transfer agent and custody fees and expenses; (j) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (k) amounts payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating evaluating, making and making disposing of investments, including costs associated with meeting potential financial sponsors; (il) brokerage fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial commissions; (m) registration fees; (n) listing fees; (o) taxes; (p) independent director fees and expenses; (j1) costs associated with the Company’s reporting and compliance obligations under the Investment Company Act and applicable U.S. federal and state registration feessecurities laws; (kr) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulators; (o) costs of any reports, proxy statements or other notices to the Company’s stockholders, including printing costs; (ps) costs associated with individual or group stockholdersof holding stockholder meetings; (qt) the CorporationCompany’s allocable portion of any fidelity bond, directors’ ; (u) directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (rv) litigation, indemnification and other non-recurring or extraordinary expenses; (w) direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial audit and other staff, independent auditors and outside legal costs; (sx) proxy voting expensesfees and expenses associated with marketing efforts; (y) dues, fees and charges of any trade association of which the Company is a member; and (tz) any and all other expenses reasonably incurred by the Corporation Company or the Administrator in connection with administering the CorporationCompany’s business, including payments made under such as the Administration Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration this Agreement, including rent and the Company’s allocable portion of the cost costs and expenses of the Corporation’s its chief compliance officer and officer, chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Agreement (Garrison Capital LLC)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, those relating to: (a) organization of the Corporationorganization; (b) calculations of calculating the Corporation’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses expenses, including travel expenses, incurred by the Adviser and or payable to third parties, including agents, consultants or other advisors, parties in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating tocompanies, or associated withmonitoring the Corporation’s investments and, evaluating and making investmentsif necessary, enforcing the Corporation’s rights; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) costs of offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory the base management fee and management feesany incentive fee; (g) distributions on the Corporation’s common stock; (h) administration fees payable to the Gxxxxxxx Capital Administrator LLC (the “Administrator”) under the administration agreement dated April 10as of October 9, 2010 2012 (as amendedamended from time to time, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); (hi) transfer agent and custody fees and expenses; (j) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (k) amounts payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating evaluating, making and making disposing of investments, including costs associated with meeting potential financial sponsors; (il) brokerage fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial commissions; (m) registration fees; (n) listing fees; (o) taxes; (p) independent director fees and expenses; (j1) costs associated with the Corporation’s reporting and compliance obligations under the Investment Company Act and applicable U.S. federal and state registration feessecurities laws; (kr) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulators; (o) costs of any reports, proxy statements or other notices to the Corporation’s stockholders, including printing costs; (ps) costs associated with individual or group stockholdersof holding stockholder meetings; (qt) the Corporation’s allocable portion of any fidelity bond, directors’ ; (u) directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (rv) litigation, indemnification and other non-recurring or extraordinary expenses; (w) direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial audit and other staff, independent auditors and outside legal costs; (sx) proxy voting expensesfees and expenses associated with marketing efforts; (y) dues, fees and charges of any trade association of which the Corporation is a member; and (tz) any and all other expenses reasonably incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under such as the Administration Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the Corporation’s allocable portion of the cost costs and expenses of the Corporation’s its chief compliance officer and officer, chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Agreement (Garrison Capital Inc.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All Except as otherwise provided herein or in the administration agreement dated as of [●], 2023 (as amended from time to time, the "Administration Agreement"), between the Corporation and the Corporation's administrator (the "Administrator") or in any other related agreement, written arrangement or set of policies, all investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, including those relating to: :
(a) organization organizational expenses of the Corporation; ;
(b) calculations of calculating the net asset value of the Corporation, including the cost and expenses of any independent valuation firm; firm or service;
(c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s 's investments, performing due diligence on prospective portfolio companies companies, and if necessary, in respect of enforcing the Corporation's rights with respect to investments in existing portfolio companies, or otherwise relating to, or associated with, evaluating and making investments; , which fees and expenses include, among other items, due diligence reports, appraisal reports, research and market data services (including an allocable portion of any research or other service that may be deemed to be bundled for the benefit of the Corporation), any studies commissioned by the Adviser and travel and lodging expenses;
(d) interest payable on debt, if any, incurred by the Corporation to finance its investments investments, debt service and all other costs of borrowings or other financing arrangements (including fees and other expenses), and expenses related to unsuccessful portfolio acquisition efforts; ;
(e) offerings of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation; ;
(f) investment advisory and management fees and incentive fees; ;
(g) administration fees and expenses payable under the Administration Agreement and any sub-administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); agreements;
(h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investmentsinvestments in portfolio companies, including costs associated with meeting potential financial sponsors; ;
(i) fees incurred by the Corporation in connection with the services of for escrow agent, transfer agents and agent, dividend agents agent and custodial fees and expenses; ;
(j) U.S. federal and state registration and franchise fees; ;
(k) all costs of registration and listing of the Corporation’s 's securities on any securities exchange; , including in connection with an Exchange Listing (as defined in Schedule A hereto);
(l) fees payable to rating agencies;
(m) U.S. federal, state and local taxes; ;
(mn) independent Directors’ directors' fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulators; ;
(o) costs of any reports, proxy statements or other notices to stockholders, including printing and mailing costs; ;
(p) costs associated with individual or group stockholders; , including the costs of any stockholders' meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters;
(q) costs of preparing financial statements and maintaining books and records;
(r) costs of preparing and filing reports or other documents with the Securities and Exchange Commission, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission and other regulatory bodies, and other reporting and compliance costs, and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(s) costs associated with compliance with Xxxxxxxx-Xxxxx Act of 2002, as amended;
(t) the Corporation’s 's allocable portion of any fidelity bond, directors’ ' and officers’ ' errors and omissions liability insurance policies, and any other insurance premiums; ;
(ru) direct costs and expenses of administration, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs; ;
(sv) proxy voting expenses;
(w) costs of effecting sales and any repurchases of shares of the Corporation's common stock and other securities;
(x) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events), design and website expenses;
(y) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it;
(z) commissions and other compensation payable to brokers or dealers;
(aa) costs of information technology and related costs, including costs related to software, hardware and other technological systems (including specialty and custom software);
(bb) indemnification payments;
(cc) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Corporation and the amount of any judgment or settlement paid in connection therewith;
(dd) extraordinary expenses or liabilities incurred by the Corporation outside of the ordinary course of its business;
(ee) costs of derivatives and hedging;
(ff) certain costs and expenses relating to distributions paid on the shares of the Corporation's common stock;
(gg) all fees, costs and expenses, if any, incurred by or on behalf of the Corporation in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including any reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments, including expenses relating to unconsummated investments that may have been attributable to co-investors had such investments been consummated;
(hh) costs and expenses (including travel) in connection with the diligence and oversight of the Corporation's service providers;
(ii) fees, costs and expenses of winding up and liquidating the Corporation's assets;
(jj) costs associated with technology integration between the Corporation's systems and those of the Corporation's participating intermediaries;
(kk) all travel and related expenses of the Corporation's and Adviser's directors, officers, managers, agents and employees incurred in connection with attending meetings of the Board or holders of our securities or performing other business activities that relate to the Corporation;
(ll) dues, fees and charges of any trade association of which the Corporation is a member;
(mm) costs associated with events and trainings of the Board (including travel);
(nn) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Corporation's assets for tax or other purposes; and and
(too) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s 's business, including payments made under the Administration Agreement based upon the Corporation’s 's allocable portion (subject to the review and approval of the Corporation's independent directors) of the Administrator’s 's overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Corporation’s 's officers who provide operational, administrative, legal, compliance, finance and accounting services to the Corporation, including the Corporation's chief compliance officer and chief financial officer and officer, their respective staffsstaffs and other professionals employed by an affiliate of the Administrator who provide services to the Corporation and assist with the preparation, coordination, and administration of the foregoing or provide other "back-office" or "middle-office" financial or operational services to the Corporation. Notwithstanding anything to the contrary contained herein, the Corporation shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals.
Appears in 1 contract
Corporation’s Responsibilities and Expenses Payable by the Corporation. (a) All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other out-of-pocket costs and expenses of its operations and transactions, including, without limitation, those relating to: (ai) organization and offering of the common stock; (ii) the Corporation’s fees and expenses related to any Liquidity Event (as defined in the Memorandum) or the wind down and/or liquidation and dissolution of the Corporation; (biii) calculations of calculating the Corporation’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (civ) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisorsadvisers, in connection with monitoring the financial and legal affairs of for the Corporation and in providing administrative services, monitoring the Corporation’s investments, investments and performing due diligence on the Corporation’s prospective portfolio companies investments or otherwise relating to, or associated with, evaluating and making investments; (dv) interest payable on fees and expenses incurred in connection with debt, if any, incurred by the Corporation to finance its the Corporation’s investments or operations, and payment of interest and repayment of principal on such debt; (vi) fees and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings sales and repurchases of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (fvii) investment advisory and management fees; (gviii) administration fees fees, if any, payable under the administration agreement dated April 10between the Corporation and Varagon Capital Partners, 2010 L.P. (as amended, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); (hix) fees payable to third partiestransfer agent, including agents, consultants or other advisors, relating to, or associated with, evaluating sub-administrator and making investments, including costs associated with meeting potential financial sponsorscustodial fees; (ix) fees incurred expenses relating to the issue, repurchase and transfer of common stock to the extent not borne by the Corporation in connection with the services of transfer agents and dividend agents and custodial fees and expensesrelevant transferring shareholders and/or assignees; (jxi) federal and state registration fees; (kxii) all costs of registration and listing the Corporation’s securities on any securities exchangeassociated with a Public Listing (as defined in Section 3(a)(i)); (lxiii) federal, state and local taxestaxes and other governmental charges assessed against the Corporation; (mxiv) independent Directorsdirectors’ fees and expensesexpenses and the costs associated with convening a meeting of the Board or any committee thereof; (nxv) fees and expenses and the costs associated with convening a meeting of the shareholders or holders of any preferred stock, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; (xvi) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and SEC, the Financial Industry Regulatory Authority or other regulators; (oxvii) costs of any reports, proxy statements or other notices to stockholdersshareholders, including printing and mailing costs; (pxviii) costs associated with individual or group stockholdersand expenses related to the preparation of the Corporation’s financial statements and tax returns; (qxix) the Corporation’s allocable portion of any the fidelity bond, directors’ directors and officers’ errors officers /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (rxx) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying, secretarial and other staff, ; (xxi) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Corporation; (sxxii) proxy voting expensescompensation of other third-party professionals to the extent they are devoted to preparing the Corporation’s financial statements or tax returns or providing similar “back office” financial services to the Corporation; (xxiii) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for the Corporation, monitoring the investments of the Corporation and disposing of any such investments; (xxiv) portfolio risk management costs; (xxv) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees) and other assets; (xxvi) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Corporation, including in each case services with respect to the proposed purchase or sale of securities by the Corporation that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (xxvii) costs of amending, restating or modifying the Charter, the Bylaws, the Agreement, the Administration Agreement or related documents of the Corporation or related entities; (xxviii) fees, costs, and expenses incurred in connection with any restructuring, initial public offering or reorganization of the Corporation or related entities, the termination, liquidation or dissolution of the Corporation or related entities, or the required redemption of all or substantially all outstanding common stock (including the fees and expenses associated with any such transaction); (xxix) the expense reimbursements set forth in the Administration Agreement; and (txxx) any and all other properly and reasonably chargeable expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement based upon the Corporation’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 Corporation’s chief compliance officer Chief Compliance Officer and chief financial officer Chief Financial Officer and their respective staffs. Notwithstanding the foregoing, the Adviser shall have the right, from time to time in its sole discretion, to waive all or a portion of the costs and expenses due and payable to the Adviser by the Corporation pursuant to this Section 2(a).
(b) For the avoidance of doubt, the Adviser or its affiliates shall be solely responsible for any placement or “finder’s” fees payable to any placement agents engaged by the Adviser or its affiliates on behalf of the Corporation in connection with the offering of securities by the Corporation.
Appears in 1 contract
Samples: Investment Advisory Agreement (Varagon Capital Corp.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All Except as otherwise provided herein or in the administration agreement dated as of September 6, 2023 (as amended from time to time, the "Administration Agreement"), between the Corporation and the Corporation's administrator (the "Administrator") or in any other related agreement, written arrangement or set of policies, all investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, including those relating to: :
(a) organization organizational expenses of the Corporation; ;
(b) calculations of calculating the net asset value of the Corporation, including the cost and expenses of any independent valuation firm; firm or service;
(c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s 's investments, performing due diligence on prospective portfolio companies companies, and if necessary, in respect of enforcing the Corporation's rights with respect to investments in existing portfolio companies, or otherwise relating to, or associated with, evaluating and making investments; , which fees and expenses include, among other items, due diligence reports, appraisal reports, research and market data services (including an allocable portion of any research or other service that may be deemed to be bundled for the benefit of the Corporation), any studies commissioned by the Adviser and travel and lodging expenses;
(d) interest payable on debt, if any, incurred by the Corporation to finance its investments investments, debt service and all other costs of borrowings or other financing arrangements (including fees and other expenses), and expenses related to unsuccessful portfolio acquisition efforts; ;
(e) offerings of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation; ;
(f) investment advisory and management fees and incentive fees; ;
(g) administration fees and expenses payable under the Administration Agreement and any sub-administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); agreements;
(h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investmentsinvestments in portfolio companies, including costs associated with meeting potential financial sponsors; ;
(i) fees incurred by the Corporation in connection with the services of for escrow agent, transfer agents and agent, dividend agents agent and custodial fees and expenses; ;
(j) U.S. federal and state registration and franchise fees; ;
(k) all costs of registration and listing of the Corporation’s 's securities on any securities exchange; , including in connection with an Exchange Listing (as defined in Schedule A hereto);
(l) fees payable to rating agencies;
(m) U.S. federal, state and local taxes; ;
(mn) independent Directors’ directors' fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulators; ;
(o) costs of any reports, proxy statements or other notices to stockholders, including printing and mailing costs; ;
(p) costs associated with individual or group stockholders; , including the costs of any stockholders' meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters;
(q) costs of preparing financial statements and maintaining books and records;
(r) costs of preparing and filing reports or other documents with the Securities and Exchange Commission, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission and other regulatory bodies, and other reporting and compliance costs, and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
(s) costs associated with compliance with Xxxxxxxx-Xxxxx Act of 2002, as amended;
(t) the Corporation’s 's allocable portion of any fidelity bond, directors’ ' and officers’ ' errors and omissions liability insurance policies, and any other insurance premiums; ;
(ru) direct costs and expenses of administration, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs; ;
(sv) proxy voting expenses;
(w) costs of effecting sales and any repurchases of shares of the Corporation's common stock and other securities;
(x) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events), design and website expenses;
(y) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it;
(z) commissions and other compensation payable to brokers or dealers;
(aa) costs of information technology and related costs, including costs related to software, hardware and other technological systems (including specialty and custom software);
(bb) indemnification payments;
(cc) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Corporation and the amount of any judgment or settlement paid in connection therewith;
(dd) extraordinary expenses or liabilities incurred by the Corporation outside of the ordinary course of its business;
(ee) costs of derivatives and hedging;
(ff) certain costs and expenses relating to distributions paid on the shares of the Corporation's common stock;
(gg) all fees, costs and expenses, if any, incurred by or on behalf of the Corporation in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including any reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments, including expenses relating to unconsummated investments that may have been attributable to co-investors had such investments been consummated;
(hh) costs and expenses (including travel) in connection with the diligence and oversight of the Corporation's service providers;
(ii) fees, costs and expenses of winding up and liquidating the Corporation's assets;
(jj) costs associated with technology integration between the Corporation's systems and those of the Corporation's participating intermediaries;
(kk) all travel and related expenses of the Corporation's and Adviser's directors, officers, managers, agents and employees incurred in connection with attending meetings of the Board or holders of our securities or performing other business activities that relate to the Corporation;
(ll) dues, fees and charges of any trade association of which the Corporation is a member;
(mm) costs associated with events and trainings of the Board (including travel);
(nn) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Corporation's assets for tax or other purposes; and and
(too) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s 's business, including payments made under the Administration Agreement based upon the Corporation’s 's allocable portion (subject to the review and approval of the Corporation's independent directors) of the Administrator’s 's overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Corporation’s 's officers who provide operational, administrative, legal, compliance, finance and accounting services to the Corporation, including the Corporation's chief compliance officer and chief financial officer and officer, their respective staffsstaffs and other professionals employed by an affiliate of the Administrator who provide services to the Corporation and assist with the preparation, coordination, and administration of the foregoing or provide other "back-office" or "middle-office" financial or operational services to the Corporation. Notwithstanding anything to the contrary contained herein, the Corporation shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals.
Appears in 1 contract
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, those relating to: (a) organization of the Corporation; (b) calculations of the net asset value of the Corporation, including the cost and expenses of any independent valuation firm; (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the common stock and other securities of the Corporation, including any the initial public offering of the common stock of the Corporation; (f) investment advisory and management fees; (g) administration fees payable under the administration agreement dated April 10, 2010 as of even date herewith (as amended, the “Administration Agreement”), between the Corporation and the Corporation’s administrator GC Service Company, LLC (the “Administrator”), the Corporation’s administrator; (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial fees and expenses; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulators; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance policies, and any other insurance premiums; (rr ) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) and any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Agreement (Golub Capital BDC LLC)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffsits staff, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the 's net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, 's investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation; (f) investment advisory and management fees; (g) administration fees payable under the administration agreement dated April 10fees, 2010 (as amended, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”)if any; (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents agent and custodial fees and expensesfees; (j) federal and state registration fees; (k) if applicable, all costs of registration and listing the Corporation’s securities 's shares on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ ' fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsSEC; (o) costs cost of any reportsreport, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s 's allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s 's business, including payments made under the Administration Agreement based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Management Agreement (Blackhawk Capital Group BDC Inc)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisorsadvisors (such as independent valuation firms, accountants and legal counsel), in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees fees, if any, payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), Agreement between the Corporation and the Corporation’s administrator Prospect Administration, LLC (the “Administrator”), the Corporation’s administrator; (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents agent and custodial fees and expensesfees; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities shares on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsCommission; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Agreement (Prospect Energy Corp)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, those relating to: (a) organization of the Corporationorganization; (b) calculations of calculating the Corporation’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses expenses, including travel expenses, incurred by the Adviser and or payable to third parties, including agents, consultants or other advisors, parties in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating tocompanies, or associated withmonitoring the Corporation’s investments and, evaluating and making investmentsif necessary, enforcing the Corporation’s rights; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) costs of offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory the base management fee and management feesany incentive fee; (g) distributions on the Corporation’s common stock; (h) administration fees payable to the Xxxxxxxx Capital Administrator LLC (the “Administrator”) under the administration agreement dated April 10as of October 9, 2010 2012 (as amendedamended from time to time, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); (hi) transfer agent and custody fees and expenses; (j) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (k) amounts payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating evaluating, making and making disposing of investments, including costs associated with meeting potential financial sponsors; (il) brokerage fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial commissions; (m) registration fees; (n) listing fees; (o) taxes; (p) independent director fees and expenses; (j1) costs associated with the Corporation’s reporting and compliance obligations under the Investment Company Act and applicable U.S. federal and state registration feessecurities laws; (kr) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulators; (o) costs of any reports, proxy statements or other notices to the Corporation’s stockholders, including printing costs; (ps) costs associated with individual or group stockholdersof holding stockholder meetings; (qt) the Corporation’s allocable portion of any fidelity bond, directors’ ; (u) directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (rv) litigation, indemnification and other non-recurring or extraordinary expenses; (w) direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial audit and other staff, independent auditors and outside legal costs; (sx) proxy voting expensesfees and expenses associated with marketing efforts; (y) dues, fees and charges of any trade association of which the Corporation is a member; and (tz) any and all other expenses reasonably incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under such as the Administration Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the Corporation’s allocable portion of the cost costs and expenses of the Corporation’s its chief compliance officer and officer, chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Agreement (Garrison Capital Inc.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals personnel of the Adviser and their respective staffsAdviser, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations operations, administration and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in providing administrative services, monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments the Corporation’s investments; sales and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings purchases of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees fees, if any, payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), Agreement between the Corporation and the Corporation’s administrator Iron Leaf Administrator, LLC (the “Administrator”), the Corporation’s administrator; (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents agent and custodial fees and expensesfees; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities shares on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsCommission; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including direct costs such as printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffsany administrative personnel.
Appears in 1 contract
Samples: Investment Advisory Agreement (Iron Leaf Capital CORP)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffsits staff, when and to the extent engaged in providing investment advisory and management services hereunderrequired to be provided by the Adviser under Section 1(a) hereof, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, without limitation, including those relating to: (a) organization of • organization; • calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and • expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments (including the cost of consultants hired to develop information technology systems designed to monitor the Corporation’s investments, ) and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) • interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) • offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) • investment advisory and management fees; (g) • administration fees fees, if any, payable under the administration agreement dated April 10, 2010 Amended and Restated Administration Agreement (as amended, the “Administration Agreement”), ) between the Corporation and the Corporation’s administrator Ares Operations LLC or any successor thereto (the “Administrator”), the Corporation’s administrator; (h) • fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, investments (including costs associated with meeting potential payments to third party vendors for financial sponsorsinformation services); (i) fees incurred by the Corporation in connection with the services of • transfer agents and dividend agents agent and custodial fees and expensesfees; (j) • federal and state registration fees; (k) • all costs of registration and listing the Corporation’s securities shares on any securities exchange; (l) • federal, state and local taxes; (m) • independent Directorsdirectors’ fees and expenses; (n) • costs of preparing and filing reports or other documents required by governmental bodies (including the Securities and Exchange Commission and other regulatorsSEC); (o) • costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) • the Corporation’s allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) • direct costs and expenses of administration, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and • all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, business (including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer officers and their respective staffsstaffs (including travel expenses)).
Appears in 1 contract
Samples: Investment Advisory and Management Agreement (Ares Management Corp)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffsAdviser, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall Corporation, either directly or through reimbursement of the Adviser, will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firmfirms); (c) fees and expenses incurred by the Adviser and Adviser, Prospect Administration LLC (or such other entity serving as the Corporation’s administrator, the “Administrator”) or affiliates thereof payable to third parties, including agents, consultants or other advisorsadvisors (such as independent valuation firms, accountants and legal counsel), in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) offerings of the Corporation’s debt, common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees fees, if any, payable under the administration agreement dated April 10, 2010 Administration Agreement (as amendedamended and restated, the “Administration Agreement”), ) between the Corporation and the Corporation’s administrator (the “Administrator”); (h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs ; transfer agent and custodial fees; fees and expenses associated with meeting potential financial sponsorsmarketing efforts (including attendance at investment conferences and similar events); (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial fees and expenses; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and or any other regulatorsgovernmental agency; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, ,
Exhibit 10.1 including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expensesresearch and market data expenses including, without limitation, news and quotation equipment and services; and (t) computer software specific to the business of the Corporation; any unreimbursed expenses incurred in connection with transactions not consummated; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs. The Adviser will be entitled to receive reimbursement from the Corporation of organization and offering expenses it has paid on behalf of the Corporation until all of the organization and offering expenses incurred and/or paid by the Adviser have been recovered.
Appears in 1 contract
Samples: Investment Advisory Agreement (Prospect Flexible Income Fund, Inc.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals personnel of the Adviser and their respective staffsAdviser, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations operations, administration and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in providing administrative services, monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments the Corporation’s investments; sales and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings purchases of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees fees, if any, payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), Agreement between the Corporation and the Corporation’s administrator Iron Leaf Administrator, LLC (the “Administrator”), the Corporation’s administrator; (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents agent and custodial fees and expensesfees; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities shares on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsCommission; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including direct costs such as printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Agreement (Iron Leaf Capital CORP)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffsAdviser, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall Corporation, either directly or through reimbursement of the Adviser, will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firmfirms); (c) fees and expenses incurred by the Adviser and Adviser, Prospect Administration LLC (or such other entity serving as the Corporation’s administrator, the “Administrator”) or affiliates thereof payable to third parties, including agents, consultants or other advisorsadvisors (such as independent valuation firms, accountants and legal counsel), in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) offerings of the Corporation’s debt, common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees fees, if any, payable under the administration agreement dated April 10, 2010 Administration Agreement (as amendedamended and restated, the “Administration Agreement”), ) between the Corporation and the Corporation’s administrator (the “Administrator”); (h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs ; transfer agent and custodial fees; fees and expenses associated with meeting potential financial sponsorsmarketing efforts (including attendance at investment conferences and similar events); (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial fees and expenses; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and or any other regulatorsgovernmental agency; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expensesresearch and market data expenses including, without limitation, news and quotation equipment and services; and (t) computer software specific to the business of the Corporation; any unreimbursed expenses incurred in connection with transactions not consummated; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs. The Adviser will be entitled to receive reimbursement from the Corporation of organization and offering expenses it has paid on behalf of the Corporation until all of the organization and offering expenses incurred and/or paid by the Adviser have been recovered.
Appears in 1 contract
Samples: Investment Advisory Agreement (Prospect Flexible Income Fund, Inc.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and formation; calculating the Corporation; (b) calculations of the 's net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisorsadvisors (such as independent valuation firms, accountants and legal counsel), in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, 's investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation's investments; (e) offerings of the Corporation's common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees fees, if any, payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), Agreement between the Corporation and Regatta Administration, LLC (the "Administrator"), the Corporation’s administrator (the “Administrator”)'s administrator; (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents agent and custodial fees and expensesfees; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities 's shares on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ ' fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsCommission; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s 's allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s 's business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’s 's allocable portion of the Administrator’s 's overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s 's chief compliance officer and chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Agreement (Monet Entertainment Group LTD)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser and with the prior consent of the Corporation, payable to third parties, including agents, consultants or other advisorsadvisors (such as independent valuation firms, accountants and legal counsel), in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees payable under the administration agreement dated April 10fees, 2010 (as amendedif any, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents agent and custodial fees and expensesfees; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities shares on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsCommission; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Agreement (Spring Creek Capital Corp.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals personnel of the Adviser and their respective staffsAdviser, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear be responsible for all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization and offering; calculating the Corporation’s net asset value; effecting sales and repurchases of shares of the Corporation’s common stock and other securities; (b) calculations of the net asset value of the Corporation, including the cost and expenses of any independent valuation firminvestment advisory fees; (c) fees and all other expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise parties relating to, or associated with, evaluating and with (i) making investments; (d) interest payable on debt, if any, incurred by the Corporation to finance its and/or investigating possible investments and expenses related to unsuccessful portfolio acquisition efforts; (eii) offerings of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation; (f) investment advisory and management fees; (g) administration fees payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), between the Corporation and monitoring and/or protecting the Corporation’s administrator (the “Administrator”)interests in existing investments; (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents agent and custodial fees and expensesfees; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities shares on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing proxy statements, stockholders’ reports and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsnotices; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including such as printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expensestravel-related and other expenses for executive and administrative staff in connection with activities for the benefit of the Corporation; expenses for branding, marketing and (t) any advertising the Corporation; office equipment and supplies and all other expenses incurred by the Corporation or the Administrator BDC Partners, LLC in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and BDC Partners, LLC based upon the Corporation’s allocable portion of the AdministratorBDC Partners, LLC’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffsrent.
Appears in 1 contract
Samples: Investment Advisory Agreement (Oxford Lane Capital Corp.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffsits staff, when and to the extent engaged in providing investment advisory and management services hereunderrequired to be provided by the Adviser under Section 1(a), and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of • organization; • calculating the Corporation; (b) calculations of the 's net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and • expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, 's investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) • interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation's investments; (e) • offerings of the Corporation's common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) • investment advisory and management fees; (g) • administration fees fees, if any, payable under the administration agreement dated April 10, 2010 Administration Agreement (as amended, the “"Administration Agreement”), ") between the Corporation and Ares Technical Administration, LLC or any successor thereto (the "Administrator"), the Corporation’s administrator (the “Administrator”)'s administrator; (h) • 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; (i) fees incurred by the Corporation in connection with the services of • transfer agents and dividend agents agent and custodial fees and expensesfees; (j) • federal and state registration fees; (k) • all costs of registration and listing the Corporation’s securities 's shares on any securities exchange; (l) • federal, state and local taxes; (m) • independent Directors’ directors' fees and expenses; (n) • costs of preparing and filing reports or other documents required by governmental bodies (including the Securities and Exchange Commission and other regulatorsSEC); (o) • costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) • the Corporation’s 's allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) • direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and • all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s 's business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’s 's allocable portion of the Administrator’s 's overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer 's officers and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory and Management Agreement (Ares Capital Corp)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All The Corporation shall not pay to the Adviser any fee for the services to be provided by the Adviser hereunder; provided that the Corporation shall reimburse the Adviser for all reasonable expenses incurred by the Adviser in connection with the provision of services by the Adviser hereunder, promptly upon receipt by the Corporation of invoices documenting such expenses. The expenses referred to in the preceding sentence shall include, without limitation: (i) the allocable portion of any and all salaries of all investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services; provided, however, that Xxxxxx Xxxx shall be provided and paid for by receive no salary or other form of compensation from the Adviser during the term hereof, and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, those relating to: (aii) organization of the Corporation; (b) calculations of the net asset value of the Corporation, including the cost and expenses of any independent valuation firm; (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise companies. The Corporation will bear all costs and expenses of its operations and transactions, including (without limitation) those relating to, or associated with, evaluating : organization and making investmentsoffering; calculating the Corporation’s net asset value and the fair value of any assets acquired by the Corporation (d) including the cost and expenses of any independent valuation firm); interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), Agreement between the Corporation and the Corporation’s administrator Pennant Investment Advisers, LLC (the “Administrator”), the Corporation’s administrator; (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents agent and custodial fees and expensesfees; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities shares on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsCommission; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Interim Advisory Management Agreement (Pennant Investment CORP)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffsits staff, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, those relating to: :
(a) organization of the Corporation; , including the Corporation’s predecessor, and expenses relating to the Offering and the concurrent private placement of preferred stock of the Corporation of up to $2.0 million (the “O & O Cap”). The Adviser has agreed to pay for all such expenses in excess of the O & O Cap and all placement fees and related expenses in connection with the Offering to the placement agents;
(b) calculations of the net asset value of the Corporation, Corporation (including the cost and expenses of any independent valuation firm; );
(c) indemnification payments;
(d) providing managerial assistance to those portfolio companies that request it;
(e) marketing expenses;
(f) expenses relating to the development and maintenance of the Corporation’s website;
(g) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisorsadvisers, in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; ;
(dh) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; ;
(ei) offerings of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation; Corporation (fother than as described in clause (a) above);
(j) investment advisory and management fees; fees payable to the Adviser;
(gk) administration fees fees, expenses and/or payments payable under the administration agreement dated April 10, 2010 as of even date herewith (as amended, the “Administration Agreement”), between the Corporation and the Corporation’s administrator TriplePoint Administrator LLC (the “Administrator”); , the Corporation’s administrator;
(hl) fees payable to third parties, including agents, consultants or and other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; ;
(im) fees incurred by the Corporation in connection with the services of payable to transfer agents and dividend agents and custodial fees and expenses; ;
(jn) federal and state registration fees; ;
(ko) all costs of registration and of the Corporation’s securities with appropriate regulatory agencies;
(p) all costs of listing the Corporation’s securities on any securities exchange; ;
(lq) U.S. federal, state and local taxes; ;
(mr) independent Directorsdirectors’ fees and expenses; ;
(ns) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and (the “SEC”), the Financial Industry Regulatory Authority or other regulators; ;
(ot) costs of any reports, proxy statements or other notices to stockholders, including printing costs; ;
(pu) costs associated with compliance obligations under the Investment Company Act and any other relevant federal and state securities laws;
(v) costs associated with individual or group groups of stockholders; ;
(qw) the Corporation’s allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance policies, and any other insurance premiums; ;
(rx) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and
(s) proxy voting expenses; and (ty) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Agreement (TriplePoint Global Venture Credit, LLC)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, including those relating to: (a) organization of the Corporation; (b) calculations of the net asset value of the Corporation, including the cost and expenses of any independent valuation firm; (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation; (f) investment advisory and management fees; (g) administration fees and expenses payable under the administration agreement dated April 10as of September 29, 2010 2017 (as amendedamended from time to time, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial fees and expenses; (j) U.S. federal and state registration and franchise fees; (k) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) U.S. federal, state and local taxes; (m) independent Directorsdirectors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and or other regulators; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) costs associated with compliance with the Sxxxxxxx-Xxxxx Act of 2002, as amended; (r) the Corporation’s allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance policies, and any other insurance premiums; (rs) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (st) proxy voting expenses; and (tu) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement based upon the Corporation’s allocable portion (subject to the review and approval of the Corporation’s independent directors) of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs; and (v) any and all fees and expenses of the Escrow Account and the Escrow Agent as described in Section 3(d).
Appears in 1 contract
Samples: Investment Advisory Agreement (Golub Capital BDC 3, Inc.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, those relating to: (a) organization of the Corporationorganization; (b) calculations of calculating the Corporation’s net asset value of the Corporation, and net asset value per share (including the cost and expenses of any independent valuation firm); (c) fees and expenses expenses, including travel expenses, incurred by the Adviser and or payable to third parties, including agents, consultants or other advisors, parties in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating tocompanies, or associated withmonitoring the Corporation’s investments and, evaluating and making investmentsif necessary, enforcing the Corporation’s rights; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) costs of offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory the base management fee and management feesany incentive fee; (g) distributions on the Corporation’s common stock; (h) administration fees payable to H.I.G. WhiteHorse Administration, LLC (the “Administrator”) under the administration agreement dated April 10as of December 4, 2010 2012 with H.I.G. WhiteHorse Administration, LLC (as amended, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); (hi) transfer agent and custody fees and expenses; (j) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (k) amounts payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating evaluating, making and making disposing of investments, including costs associated with meeting potential financial sponsors; (il) brokerage fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial commissions; (m) registration fees; (n) listing fees; (o) taxes; (p) independent director fees and expenses; (jq) costs associated with the Corporation’s reporting and compliance obligations under the Investment Company Act and applicable U.S. federal and state registration feessecurities laws; (kr) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulators; (o) costs of any reports, proxy statements or other notices to the Corporation’s stockholders, including printing costs; (ps) costs associated with individual or group stockholdersof holding stockholder meetings; (qt) the Corporation’s allocable portion of any fidelity bond, directors’ ; (u) directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (rv) litigation, indemnification and other non-recurring or extraordinary expenses; (w) direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial audit and other staff, independent auditors and outside legal costs; (sx) proxy voting expensesfees and expenses associated with marketing efforts, including to financial sponsors; (y) dues, fees and charges of any trade association of which the Corporation is a member; and (tz) any and all other expenses reasonably incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, such as the allocable portion of overhead under this Agreement, including payments made under the Administration Agreement based upon rent and the Corporation’s allocable portion of the Administrator’s overhead in performing costs and expenses of its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and officer, chief financial officer, chief operating officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Agreement (WhiteHorse Finance, Inc.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, those relating to: (a) organization of the Corporationorganization; (b) calculations of calculating the Corporation’s net asset value of the Corporation, and net asset value per share (including the cost and expenses of any independent valuation firm); (c) fees and expenses expenses, including travel expenses, incurred by the Adviser and or payable to third parties, including agents, consultants or other advisors, parties in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating tocompanies, or associated withmonitoring the Corporation’s investments and, evaluating and making investmentsif necessary, enforcing the Corporation’s rights; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) costs of offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory the base management fee and management feesany incentive fee; (g) distributions on the Corporation’s common stock; (h) administration fees payable to H.I.G. WhiteHorse Administration, LLC (the “Administrator”) under the administration agreement dated April 10as of December 4, 2010 2012 with H.I.G. WhiteHorse Administration, LLC (as amended, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); (hi) transfer agent and custody fees and expenses; (j) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (k) amounts payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating evaluating, making and making disposing of investments, including costs associated with meeting potential financial sponsors; (il) brokerage fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial commissions; (m) registration fees; (n) listing fees; (o) taxes; (p) independent director fees and expenses; (j1) costs associated with the Corporation’s reporting and compliance obligations under the Investment Company Act and applicable U.S. federal and state registration feessecurities laws; (kr) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulators; (o) costs of any reports, proxy statements or other notices to the Corporation’s stockholders, including printing costs; (ps) costs associated with individual or group stockholdersof holding stockholder meetings; (qt) the Corporation’s allocable portion of any fidelity bond, directors’ ; (u) directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (rv) litigation, indemnification and other non-recurring or extraordinary expenses; (w) direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial audit and other staff, independent auditors and outside legal costs; (sx) proxy voting expensesfees and expenses associated with marketing efforts, including to financial sponsors; (y) dues, fees and charges of any trade association of which the Corporation is a member; and (tz) any and all other expenses reasonably incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, such as the allocable portion of overhead under this Agreement, including payments made under the Administration Agreement based upon rent and the Corporation’s allocable portion of the Administrator’s overhead in performing costs and expenses of its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and officer, chief financial officer, chief operating officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Agreement (WhiteHorse Finance, Inc.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffsAdviser, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall Corporation, either directly or through reimbursement of the Adviser, will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firmfirms); (c) fees and expenses incurred by the Adviser and Adviser, Prospect Administration LLC (the “Administrator”) or affiliates thereof payable to third parties, including agents, consultants or other advisorsadvisors (such as independent valuation firms, accountants and legal counsel), in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) offerings of the Corporation’s debt, common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees fees, if any, payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), Agreement between the Corporation and the Corporation’s administrator (the “Administrator”); (h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs ; transfer agent and custodial fees; fees and expenses associated with meeting potential financial sponsorsmarketing efforts (including attendance at investment conferences and similar events); (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial fees and expenses; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and or any other regulatorsgovernmental agency; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expensesresearch and market data expenses including, without limitation, news and quotation equipment and services; and (t) computer software specific to the business of the Corporation; any unreimbursed expenses incurred in connection with transactions not consummated; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs. The Adviser will be entitled to receive reimbursement from the Corporation of organization and offering expenses it has paid on behalf of the Corporation until all of the organization and offering expenses incurred and/or paid by the Adviser have been recovered.
Appears in 1 contract
Samples: Investment Advisory Agreement (TP Flexible Income Fund, Inc.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence (including related legal expenses) on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) interest payable on debt, if any, incurred by the Corporation to finance its the Corporation’s investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), Agreement between the Corporation and the Corporation’s administrator Pennant Investment Advisers, LLC (the “Administrator”), the Corporation’s administrator; (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents agent and custodial fees and expensesfees; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities shares on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsCommission; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Management Agreement (Pennant Investment CORP)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, those relating to: (a) organization of the Corporation; (b) calculations of the net asset value of the Corporation, including the cost and expenses of any independent valuation firm; (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the common stock and other securities of the Corporation, including any the initial public offering of the common stock of the Corporation; (f) investment advisory and management fees; (g) administration fees payable under the administration agreement dated April 10, 2010 as of even date herewith (as amended, the “Administration Agreement”), between the Corporation and the Corporation’s administrator GC Service Company, LLC (the “Administrator”), the Corporation’s administrator; (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial fees and expenses; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulators; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance policies, and any other insurance premiums; (rr ) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Agreement (Golub Capital BDC, Inc.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. (a) All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation Corporation, to the extent permitted by ERISA, if applicable, shall bear all other costs and expenses of its operations and transactions, including, without limitation, including those relating to: (a) organization organizational expenses of the Corporation; (b) calculations of calculating the net asset value of the Corporation, including the cost and expenses of any independent valuation firm; (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, any studies commissioned by the Adviser and travel and lodging expenses; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings private placements of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation; (f) investment advisory and management fees; (g) administration fees and expenses payable under the administration agreement dated April 10as of [•], 2010 2022 (as amendedamended from time to time, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); (h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investmentsinvestments in portfolio companies, including costs associated with meeting potential financial sponsors; (i) fees incurred by the Corporation in connection with the services of for transfer agents and agent, dividend agents agent and custodial fees and expenses; (j) U.S. federal and state registration and franchise fees; (k) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) U.S. federal, state and local taxes, fees or other governmental charges levied against the Corporation, and all expenses incurred in connection with any tax audit, investigation settlement or review of the Corporation; (ml) independent Directorsdirectors’ fees and expenses; (nm) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and or other regulators; (on) costs of any reports, proxy statements or other notices to stockholders, including printing costscosts and filing fees; (po) costs associated with individual or group stockholders; (p) costs associated with compliance with the Sxxxxxxx-Xxxxx Act of 2002, as amended; (q) the Corporation’s allocable portion of any fidelity bond, directors’ insurance (including directors and officers’ officers and errors and omissions liability insurance policiesinsurance), and any other insurance premiums; (r) direct costs and expenses of administration, including printingprinting and filing fees, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; (t) all fees, costs, expenses, liabilities and obligations attributable to structuring, organizing, acquiring, managing, operating, holding, valuing, monitoring, winding-up, liquidating, dissolving and disposing of investments (including follow-on investments and refinancings (including interest on money borrowed by the Corporation or the Adviser; (u) expenses incurred in connection with the establishment, incurrence or repayment of credit facilities; expenses of portfolio tracking facilities; fees paid to third parties or to the Adviser or any affiliate to provide collateral management, debt servicing and other administrative services to special purpose vehicles that hold certain of the Corporation’s portfolio investments pledged as collateral to secure credit facilities extended to finance the loan portfolio; origination fees; registration expenses; and brokerage, finder, custodial and other fees)), including the costs and expenses of any related portfolio management, portfolio loan management, monitoring or tracking tools or software (but not including any other technology or software expense); (v) legal, accounting, administration, depositary, registration, auditing, consulting (including consulting and retainer fees paid to consultants performing investment initiatives and other similar consultants), broker, litigation and indemnification costs and expenses, judgments and settlements, finder, financing, financing commitment, real estate title and appraisal; and other fees and expenses (including fees, costs and expenses associated with the preparation or distribution of the Corporation’s financial statements, tax returns and tax estimates or any other administrative, compliance, regulatory or investment-related reporting or filing (including any filings, notifications, reports or other regulatory requirements (other than the initial registrations, filing and compliance) contemplated by or arising under the laws of any foreign jurisdiction or any other similar law, rule or regulation (including any implementing law, rule or regulation relating to the foregoing))); (v) costs and expenses of the Advisory Committee (including, for the avoidance of doubt, any costs and expenses incurred in connection with any legal counsel retained by the Advisory Committee); (w) fees, costs, expenses, liabilities and obligations incurred in connection with transactions not consummated (including travel expenses, legal, accounting, auditing, valuation, insurance, consulting, finder, financing, appraisal, filing, printing, real estate title, survey and other fees and expenses); (x) all out-of-pocket fees, costs and expenses incurred by the Corporation, the Adviser and each of their respective managers, members, shareholders, officers and employees in connection with annual and other periodic meetings of the board of directors and any other conference or meeting with any directors; (y) private placement or finders’ fees, commissions and expenses (including interest thereon) payable to a placement agent (or other similar agent) with respect to the offering, subscription or sale of interests in the Corporation; (z) all fees, costs and expenses incurred in connection with the dissolution, liquidation and final winding-up of the Corporation; (aa) all fees, costs and expenses incurred in connection with the organization, management, operation, dissolution, liquidation and final winding-up of any alternative investment vehicles, any special purpose vehicles; (bb) costs of complying with side letters; and (tcc) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement based upon the Corporation’s allocable portion (subject to the review and approval of the Corporation’s independent directors) of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Agreement (Brightwood Capital Corp I)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, including those relating to: (a) organization of the Corporationorganization; (b) calculations of calculating the Corporation’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses expenses, including travel expenses, incurred by the Adviser and or payable to third parties, including agents, consultants or other advisors, parties in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating tocompanies, or associated withmonitoring the Corporation’s investments and, evaluating and making investmentsif necessary, enforcing the Corporation’s rights; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) costs of offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory the base management fee and management feesany incentive fee; (g) distributions on the Corporation’s common stock; (h) administration fees payable to the Xxxxxxxx Capital Administrator LLC (the “Administrator”) under the administration agreement dated April 10as of October 9, 2010 2012 (as amendedamended from time to time, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); (hi) transfer agent and custody fees and expenses; (j) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (k) amounts payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating evaluating, making and making disposing of investments, including costs associated with meeting potential financial sponsors; (il) brokerage fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial commissions; (m) registration fees; (n) listing fees; (o) taxes; (p) independent director fees and expenses; (jq) costs associated with the Corporation’s reporting and compliance obligations under the Investment Company Act and applicable U.S. federal and state registration feessecurities laws; (kr) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulators; (o) costs of any reports, proxy statements or other notices to the Corporation’s stockholders, including printing costs; (ps) costs associated with individual or group stockholdersof holding stockholder meetings; (qt) the Corporation’s allocable portion of any fidelity bond, directors’ ; (u) directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (rv) litigation, indemnification and other non-recurring or extraordinary expenses; (w) direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial audit and other staff, independent auditors and outside legal costs; (sx) proxy voting expensesfees and expenses associated with marketing efforts; (y) dues, fees and charges of any trade association of which the Corporation is a member; and (tz) any and all other expenses reasonably incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under such as the Administration Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the Corporation’s allocable portion of the cost costs and expenses of the Corporation’s its chief compliance officer and officer, chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Agreement (Garrison Capital Inc.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation; provided, however that the Adviser shall not pay any of Xxxxx Xxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxxx, and Xxxx Xxxx a base salary exceeding $150,000 per annum in compensation for such professional’s services to the Corporation during the Initial Term. The Corporation’s board of directors shall have the authority to award bonuses to the Advisor’s professionals directly pursuant to the Corporation’s incentive plans as in effect from time to time. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees fees, if any, payable under the any applicable administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”)administrator; (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents agent and custodial fees and expensesfees; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities shares on any securities exchange; (l) federal, state and local taxes; (m) independent Directorsdirectors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsCommission; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator administrator in connection with administering the Corporation’s business, including payments made under any applicable administration agreement between the Administration Agreement Corporation its administrator based upon the Corporation’s allocable portion of the Administratoradministrator’s overhead in performing its obligations under the Administration Agreementan administration agreement (if applicable), including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Interim Investment Management Agreement (Signature Group Holdings Inc)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, those relating to: (a) organization of the Corporationorganization; (b) calculations of calculating the Corporation’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses expenses, including travel expenses, incurred by the Adviser and or payable to third parties, including agents, consultants or other advisors, parties in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating tocompanies, or associated withmonitoring the Corporation’s investments and, evaluating and making investmentsif necessary, enforcing the Corporation’s rights; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) costs of offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory the base management fee and management feesany incentive fee; (g) distributions on the Corporation’s common stock; (h) administration fees payable to the Gxxxxxxx Capital Administrator LLC (the “Administrator”) under the administration agreement dated April 10as of October 9, 2010 (as amended, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”)2012; (hi) transfer agent and custody fees and expenses; (j) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (k) amounts payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating evaluating, making and making disposing of investments, including costs associated with meeting potential financial sponsors; (il) brokerage fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial commissions; (m) registration fees; (n) listing fees; (o) taxes; (p) independent director fees and expenses; (j1) costs associated with the Corporation’s reporting and compliance obligations under the Investment Company Act and applicable U.S. federal and state registration feessecurities laws; (kr) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulators; (o) costs of any reports, proxy statements or other notices to the Corporation’s stockholders, including printing costs; (ps) costs associated with individual or group stockholdersof holding stockholder meetings; (qt) the Corporation’s allocable portion of any fidelity bond, directors’ ; (u) directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (rv) litigation, indemnification and other non-recurring or extraordinary expenses; (w) direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial audit and other staff, independent auditors and outside legal costs; (sx) proxy voting expensesfees and expenses associated with marketing efforts; (y) dues, fees and charges of any trade association of which the Corporation is a member; and (tz) any and all other expenses reasonably incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, such as the allocable portion of overhead under this Agreement, including payments made under the Administration Agreement based upon rent and the Corporation’s allocable portion of the Administrator’s overhead in performing costs and expenses of its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and officer, chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Agreement (Garrison Capital Inc.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. (a) All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, including those relating to: (a) organization organizational expenses of the Corporation; (b) calculations of calculating the net asset value of the Corporation, including the cost and expenses of any independent valuation firm; (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, any studies commissioned by the Adviser and travel and lodging expenses; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings private placements of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation; (f) investment advisory and management fees; (g) administration fees and expenses payable under the administration agreement dated April 10as of July 1, 2010 2021 (as amendedamended from time to time, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); (h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investmentsinvestments in portfolio companies, including costs associated with meeting potential financial sponsors; (i) fees incurred by the Corporation in connection with the services of for transfer agents and agent, dividend agents agent and custodial fees and expenses; (j) U.S. federal and state registration and franchise fees; (k) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) U.S. federal, state and local taxes; (ml) independent Directorsdirectors’ fees and expenses; (nm) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and or other regulators; (on) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (po) costs associated with individual or group stockholders; (p) costs associated with compliance with the Sxxxxxxx-Xxxxx Act of 2002, as amended; (q) the Corporation’s allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance policies, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement based upon the Corporation’s allocable portion (subject to the review and approval of the Corporation’s independent directors) of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs.
(b) The Adviser hereby agrees to waive its right to reimbursement by the Corporation for any expenses the Adviser incurs on the Corporation’s behalf in connection with the Corporation’s formation and the initial closing of the private placement of shares of the common stock of the Corporation in excess of an aggregate amount of seven hundred thousand dollars ($700,000).
Appears in 1 contract
Samples: Investment Advisory Agreement (Golub Capital Direct Lending LLC)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffsAdviser, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall Corporation, either directly or through reimbursement of the Adviser, will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firmfirms); (c) fees and expenses incurred by the Adviser and Adviser, Prospect Administration LLC (the “Administrator”) or affiliates thereof payable to third parties, including agents, consultants or other advisorsadvisors (such as independent valuation firms, accountants and legal counsel), in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) offerings of the Corporation’s debt, common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees fees, if any, payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), Agreement between the Corporation and the Corporation’s administrator (the “Administrator”); (h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs ; transfer agent and custodial fees; fees and expenses associated with meeting potential financial sponsorsmarketing efforts (including attendance at investment conferences and similar events); (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial fees and expenses; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and or any other regulatorsgovernmental agency; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expensesresearch and market data expenses including, without limitation, news and quotation equipment and services; computer software specific to the business of the Corporation; any unreimbursed expenses incurred in connection with transactions not consummated; routine non-compensation overhead expenses of Adviser and (t) any investment affiliates; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs. The Adviser will be entitled to receive reimbursement from the Company of organization and offering expenses it has paid on behalf of the Company, up to 5.0% of the aggregate gross proceeds of the offering of the Company’s securities until all of the organization and offering expenses incurred and/or paid by the Adviser have been recovered.
Appears in 1 contract
Samples: Investment Advisory Agreement (Priority Senior Secured Income Fund, Inc.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their its respective staffsstaff, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation, except as otherwise specifically provided herein. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees payable under the administration agreement dated April 10, 2010 an Administration Agreement (as amended, the “Administration Agreement”), if any, between the Corporation and an administrator for the Corporation’s administrator Corporation (the “Administrator”); (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents agent and custodial fees and expensesfees; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities shares on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsSEC; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the an Administrator in connection with administering the Corporation’s business, including payments made under the any Administration Agreement based upon the Corporation’s allocable portion of the Administratoradministrator’s overhead in performing its obligations under the such Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 1 contract
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by PIM Holdings, LLC (the Adviser "Administrator") pursuant to an Administration Agreement (the "Administration Agreement") between the Corporation and not by the CorporationAdministrator. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the 's net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, 's investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation's investments; (e) offerings of the Corporation's common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees fees, if any, payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents agent and custodial fees and expensesfees; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities 's shares on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ directors' fees and expenses; (n) brokerage commissions; costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsCommission; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s 's allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors audits and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s 's business, including payments made under the Administration Agreement based upon the Corporation’s 's allocable portion of overhead and other expenses incurred by the Administrator’s overhead Administrator in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s 's chief compliance officer and chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Management Agreement (Porticoes Capital Corp)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Sub-Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Sub-Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Sub-Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees and expenses, if any, payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), Agreement between the Corporation and the Corporation’s administrator Trian Capital Administration, LLC (the “Administrator”); (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial fees and expenses; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities on any securities exchange; administrator (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulators; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance policies, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s officers, including a chief compliance officer, chief financial officer, risk management officer and chief financial officer legal counsel, if any, and their respective staffs); transfer agent, dividend agent and custodial fees and expenses; federal and state registration fees; all costs of registration and listing the Corporation’s shares on any securities exchange; federal, state and local taxes; independent Directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC or other regulators; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Corporation’s allocable portion of any fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; proxy voting expenses and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business.
Appears in 1 contract
Samples: Sub Advisory Investment Management Agreement (Trian Capital Corp)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals personnel of the Adviser and their respective staffsAdviser, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser or by BDC Partners, LLC, as managing member of the Adviser, and not by the Corporation. The Corporation shall bear be responsible for all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization and offering; calculating the Corporation’s net asset value; effecting sales and repurchases of shares of the Corporation’s common stock and other securities; (b) calculations of the net asset value of the Corporation, including the cost and expenses of any independent valuation firminvestment advisory fees; (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise parties relating to, or associated with, evaluating making investments (in each case subject to approval of the Corporation’s Board of Directors); transfer agent and making investmentscustodial fees; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments costs and expenses related relating to unsuccessful portfolio acquisition efforts; (e) offerings of the common stock marketing and other securities of advertising the Corporation, including any public offering without limitation sponsorship of the common stock of the Corporation; (f) investment advisory industry events, attendance at industry conferences and management fees; (g) administration fees payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), between the Corporation travel and the Corporation’s administrator (the “Administrator”); (h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including entertainment costs associated with meeting potential financial sponsorsrelevant investors and prospective portfolio companies (to the extent not reimbursed by such companies); (i) fees incurred by the Corporation in connection with salary, bonus and benefits payable to the services of transfer agents Corporation’s Chief Financial Officer, Chief Compliance Officer, Controller and dividend agents and custodial fees and expensesadministrative support staff; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities shares on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing proxy statements, stockholders’ reports and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsnotices; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including such as printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator BDC Partners, LLC in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and BDC Partners, LLC based upon the Corporation’s allocable portion of the AdministratorBDC Partners, LLC’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffsrent.
Appears in 1 contract
Samples: Investment Advisory Agreement (T-Equity Capital Corp.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser Advisor and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser Advisor and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) its organization and any offering of the Corporation's common stock and any other securities, including the securities issued pursuant to the Registration Statement; (b) calculations of calculating the Corporation's net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser and Advisor payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, 's investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) interest payable on debtdebt or dividends on the Corporation's preferred stock, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation; (f) investment advisory and management fees; (g) administration fees fees, if any, payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), Agreement between the Corporation and Blackridge Administration LLC (the "Administrator") dated as of May 25, 2004 (the "Administration Agreement), to the Corporation’s administrator (the “Administrator”)'s administrator; (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents agent and custodial fees and expensesfees; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities 's shares on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ ' fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsCommission; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion cost of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s 's business, including payments made such as the Corporation's allocable portion of overhead under the Administration Agreement based upon including costs incurred by the Administrator in connection with providing managerial assistance on the Corporation’s allocable portion 's behalf to those portfolio companies to which the Corporation is required to provide assistance, rent, the full cost of the Administrator’s overhead in performing its obligations under Corporation's chief financial officer and his or her staff, the Administration Agreement, including rent and the Corporation's allocable portion of the cost of the Corporation’s 's chief compliance officer and his or her staff, technology and communications costs and other operating costs; provided, however, that if at any time in the future the Corporation's chief financial officer shall provide services to affiliates of the Advisor in addition to his or her role as the Corporation's chief financial officer, then the Corporation will thereafter bear only its allocable portion of the cost of its chief financial officer and their respective staffshis or her staff. The Advisor may be reimbursed directly from existing and prospective portfolio companies for out-of-pocket costs incurred by the Advisor. The Corporation hereby consents to such reimbursements and acknowledges the appropriateness thereof. Further, to the extent the Corporation is reimbursed for any out-of-pocket costs incurred by the Advisor, the Corporation shall, to the same extent, reimburse the Advisor for such costs.
Appears in 1 contract
Samples: Investment Advisory and Management Agreement (Blackridge Investment Corp)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants consultants, auditors, outside legal counsel or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees and expenses, if any, payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), Agreement between the Corporation and the Corporation’s administrator Trian Capital Administration, LLC (the “Administrator”); (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial fees and expenses; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities on any securities exchange; administrator (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulators; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance policies, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s officers, including a chief compliance officer, chief financial officer, risk management officer and chief financial officer legal counsel, if any, and their respective staffs); transfer agent, dividend agent and custodial fees and expenses; federal and state registration fees; all costs of registration and listing the Corporation’s shares on any securities exchange; federal, state and local taxes; independent Directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC or other regulators; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Corporation’s allocable portion of any fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; proxy voting expenses and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business.
Appears in 1 contract
Samples: Investment Management Agreement (Trian Capital Corp)
Corporation’s Responsibilities and Expenses Payable by the Corporation. (a) All investment professionals personnel of the Adviser and their respective staffsAdviser, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations operations, administration and transactions, including, including (without limitation, ) those relating to: (a) organization organizational and offering; the cost of calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, including value; the cost of effecting sales and expenses repurchases of any independent valuation firmshares of its common stock and other securities; (c) management and incentive fees and expenses incurred by payable pursuant to the Adviser and investment advisory agreement; fees payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise parties relating to, or associated with, evaluating making investments (including third-party valuation firms); transfer agent and making investments; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation; (f) investment advisory and management custodial fees; (g) administration fees payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial fees and expenses; (j) federal and state registration fees; (k) all costs of registration and any exchange listing the Corporation’s securities on any securities exchangefees; (l) federal, state and local taxes; (m) independent Directorsdirectors’ fees and expenses; (n) brokerage commissions; costs of preparing proxy statements, stockholders’ reports and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsnotices; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance policies, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors accountants and outside legal costs; (s) proxy voting expenses; and (t) any costs and all other direct expenses incurred by either the Adviser or the Corporation or the Administrator in connection with administering the Corporation’s business, including third-party costs directly related to the investigation and monitoring of the Corporation’s investments and payments made under the separate administration agreement between the Corporation and the Adviser (the “Administration Agreement Agreement”) that will be based upon the Corporation’s allocable portion of overhead and other expenses incurred by the Administrator’s overhead Adviser in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer Chief Financial Officer/Chief Compliance Officer and chief financial officer and their respective staffshis staff.
Appears in 1 contract
Samples: Investment Advisory Agreement (MediaTech Investment Corp.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, those relating to: (a) organization of the Corporationorganization; (b) calculations of calculating the Corporation’s net asset value of the Corporation, and net asset value per share (including the cost and expenses of any independent valuation firm); (c) fees and expenses expenses, including travel expenses, incurred by the Adviser and or payable to third parties, including agents, consultants or other advisors, parties in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating tocompanies, or associated withmonitoring the Corporation’s investments and, evaluating and making investmentsif necessary, enforcing the Corporation’s rights; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) costs of offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory the base management fee and management feesany incentive fee; (g) distributions on the Corporation’s common stock; (h) administration fees payable to H.I.G. WhiteHorse Administration, LLC (the “Administrator”) under the administration agreement dated April 10as of December 4, 2010 2012 with H.I.G. WhiteHorse Administration, LLC (as amended, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); (hi) transfer agent and custody fees and expenses; (j) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (k) amounts payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating evaluating, making and making disposing of investments, including costs associated with meeting potential financial sponsors; (il) brokerage fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial commissions; (m) registration fees; (n) listing fees; (o) taxes; (p) independent director fees and expenses; (jq) costs associated with the Corporation’s reporting and compliance obligations under the Investment Company Act and applicable U.S. federal and state registration feessecurities laws; (kr) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulators; (o) costs of any reports, proxy statements or other notices to the Corporation’s stockholders, including printing costs; (ps) costs associated with individual or group stockholdersof holding stockholder meetings; (qt) the Corporation’s allocable portion of any fidelity bond, directors’ ; (u) directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (rv) litigation, indemnification and other non-recurring or extraordinary expenses; (w) direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial audit and other staff, independent auditors and outside legal costs; (sx) proxy voting expensesfees and expenses associated with marketing efforts, including to financial sponsors; (y) dues, fees and charges of any trade association of which the Corporation is a member; and (tz) any and all other expenses reasonably incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, such as the allocable portion of overhead under this Agreement, including payments made under the Administration Agreement based upon rent and the Corporation’s allocable portion of the Administrator’s overhead in performing costs and expenses of its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and officer, chief financial officer, chief operating officer and their respective staffs..
Appears in 1 contract
Samples: Investment Advisory Agreement (WhiteHorse Finance, Inc.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; (d) interest payable on debt, if any, incurred by the Corporation to finance its the Corporation’s investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), ) between the Corporation and the Corporation’s administrator GC Service Company, LLC (the “Administrator”), the Corporation’s administrator; (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and agent, dividend agents agent and custodial fees and expenses; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and or other regulators; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Agreement (Golub Capital BDC LLC)
Corporation’s Responsibilities and Expenses Payable by the Corporation. (a) All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, including those relating to: (a) organization organizational expenses of the Corporation; (b) calculations of calculating the net asset value of the Corporation, including the cost and expenses of any independent valuation firm; (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, any studies commissioned by the Adviser and travel and lodging expenses; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings private placements of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation; (f) investment advisory and management fees; (g) administration fees and expenses payable under the administration agreement dated as of April 101, 2010 2022 (as amendedamended from time to time, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); (h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investmentsinvestments in portfolio companies, including costs associated with meeting potential financial sponsors; (i) fees incurred by the Corporation in connection with the services of for transfer agents and agent, dividend agents agent and custodial fees and expenses; (j) U.S. federal and state registration and franchise fees; (k) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) U.S. federal, state and local taxes; (ml) independent Directorsdirectors’ fees and expenses; (nm) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and or other regulators; (on) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (po) costs associated with individual or group stockholders; (p) costs associated with compliance with the Sxxxxxxx-Xxxxx Act of 2002, as amended; (q) the Corporation’s allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance policies, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement based upon the Corporation’s allocable portion (subject to the review and approval of the Corporation’s independent directors) of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs.
(b) The Adviser hereby agrees to waive its right to reimbursement by the Corporation for any expenses the Adviser incurs on the Corporation’s behalf in connection with the Corporation’s formation and the initial closing of the private placement of shares of the common stock of the Corporation in excess of an aggregate amount of seven hundred thousand dollars ($700,000).
Appears in 1 contract
Samples: Investment Advisory Agreement (Golub Capital Direct Lending Unlevered LLC)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffsits staff, when and to the extent engaged in providing investment advisory and management services hereunderrequired to be provided by the Adviser under Section 1(a), and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, without limitation, including those relating to: (a) organization of • organization; • calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and • expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) • interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition effortsthe Corporation’s investments; (e) • offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) • investment advisory and management fees; (g) • administration fees fees, if any, payable under the administration agreement dated April 10, 2010 Administration Agreement (as amended, the “Administration Agreement”), ) between the Corporation and the Corporation’s administrator Ares Technical Administration, LLC or any successor thereto (the “Administrator”), the Corporation’s administrator; (h) • 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; (i) fees incurred by the Corporation in connection with the services of • transfer agents and dividend agents agent and custodial fees and expensesfees; (j) • federal and state registration fees; (k) • all costs of registration and listing the Corporation’s securities shares on any securities exchange; (l) • federal, state and local taxes; (m) • independent Directorsdirectors’ fees and expenses; (n) • costs of preparing and filing reports or other documents required by governmental bodies (including the Securities and Exchange Commission and other regulatorsSEC); (o) • costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) • the Corporation’s allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) • direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and • all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, business (including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer officers and their respective staffsstaffs (including travel expenses)).
Appears in 1 contract
Samples: Investment Advisory and Management Agreement (Ares Capital Corp)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, those relating to: (a) organization of the Corporation; (b) calculations of the net asset value of the Corporation, including the cost and expenses of any independent valuation firm; (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation; (f) investment advisory and management fees; (g) administration fees payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial fees and expenses; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulators; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance policies, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Agreement (Golub Capital BDC, Inc.)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Corporation. The Corporation shall will bear all other costs and expenses of its operations and transactions, including, including (without limitation, ) those relating to: (a) organization of and offering; calculating the Corporation; (b) calculations of the ’s net asset value of the Corporation, (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of for the Corporation and in monitoring the Corporation’s investments, investments and performing due diligence (including related legal expenses) on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investmentscompanies; (d) interest payable on debt, if any, incurred by the Corporation to finance its the Corporation’s investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the Corporation’s common stock and other securities of the Corporation, including any public offering of the common stock of the Corporationsecurities; (f) investment advisory and management fees; (g) administration fees payable under the administration agreement dated April 10, 2010 (as amended, the “Administration Agreement”), Agreement between the Corporation and the Corporation’s administrator PennantPark Investment Advisers, LLC (the “Administrator”), the Corporation’s administrator; (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents agent and custodial fees and expensesfees; (j) federal and state registration fees; (k) all costs of registration and listing the Corporation’s securities shares on any securities exchange; (l) federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and other regulatorsCommission; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) the Corporation’s allocable portion of any the fidelity bond, directors’ directors and officers’ /errors and omissions liability insurance policiesinsurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’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 Corporation’s chief compliance officer and chief financial officer and their respective staffs.
Appears in 1 contract
Samples: Investment Advisory Management Agreement (Pennantpark Investment Corp)
Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including, without limitation, including those relating to: (a) organization of the Corporation; (b) calculations of the net asset value of the Corporation, including the cost and expenses of any independent valuation firm; (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation; (f) investment advisory and management fees; (g) administration fees and expenses payable under the administration agreement dated April 10as of December 31, 2010 2014 (as amendedamended from time to time, the “Administration Agreement”), between the Corporation and the Corporation’s administrator (the “Administrator”); (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer agents and dividend agents and custodial fees and expenses; (j) U.S. federal and state registration and franchise fees; (k) all costs of registration and listing the Corporation’s securities on any securities exchange; (l) U.S. federal, state and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission and or other regulators; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q) costs associated with compliance with the Sxxxxxxx-Xxxxx Act of 2002, as amended; (r) the Corporation’s allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance policies, and any other insurance premiums; (rs) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (st) proxy voting expenses; and (tu) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments made under the Administration Agreement based upon the Corporation’s allocable portion (subject to the review and approval of the Corporation’s independent directors) of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs; and (v) any and all fees and expenses of the Escrow Account and the Escrow Agent as described in Section 3(d).
Appears in 1 contract
Samples: Investment Advisory Agreement (Golub Capital Investment Corp)
