Common use of Expenses of the Advisor Clause in Contracts

Expenses of the Advisor. The compensation and allocable routine overhead expenses of all investment professionals of the Advisor and its staff, when and to the extent engaged in providing investment advisory services required to be provided by the Advisor under Section 2 hereof, will be provided and paid for by the Advisor and not by the Company. It is understood that the Company will pay all expenses other than those expressly stated to be payable by the Advisor hereunder, which expenses payable by the Company shall include, without limitation the following; if applicable: (i) other than as set forth in the first sentence of this Section 11 above, expenses of maintaining the Company and continuing its existence and related overhead, including, to the extent such services are provided by personnel of the Advisor or its affiliates, office space and facilities, training and benefits, (ii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments including placement and similar fees in connection with direct placements entered into on behalf of the Company, (iii) auditing, accounting, tax and legal service expenses, (iv) taxes and interest, (v) governmental fees, (vi) expenses of listing shares of the Company with a stock exchange and expenses of issue, sale, repurchase and redemption (if any) of securities of the Company, (vii) expenses of registering and qualifying the Company and its securities under federal and state securities laws and of preparing and filing registration statements and amendments for such purposes, (viii) expenses of communicating with shareholders, including website expenses and the expenses of preparing, printing, and mailing press releases, reports and other notices to shareholders and of meetings of shareholders and proxy solicitations therefor, (ix) expenses of reports to governmental officers and commissions, (x) insurance expenses, (xi) association membership dues, (xii) fees, expenses and disbursements of custodians and subcustodians for all services to the Company (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), (xiii) fees, expenses and disbursements of transfer agents, dividend and interest paying agents, shareholder servicing agents, registrars and administrator for all services to the Company, (xiv) compensation and expenses of directors of the Company who are not members of the Advisor’s organization, (xv) pricing, valuation, and other consulting or analytical services employed in considering and valuing the actual or prospective investments of the Company, (xvi) all expenses incurred in leveraging of the Company’s assets through a line of credit or other indebtedness or issuing and maintaining notes or preferred shares, (xvii) all expenses incurred in connection with the organization of the Company and any offering of the Company’s securities, including, without limitation, common shares and preferred and debt securities, and (xviii) such non-recurring items as may arise, including expenses incurred in litigation, proceedings and claims and the obligation of the Company to indemnify its directors, officers and shareholders with respect thereto.

Appears in 7 contracts

Samples: Investment Advisory Agreement (Tortoise Energy Independence Fund, Inc.), Investment Advisory Agreement (Tortoise Pipeline & Energy Fund, Inc.), Investment Advisory Agreement (Tortoise Power & Energy Infrastructure Fund Inc)

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Expenses of the Advisor. The compensation and allocable routine overhead expenses of all investment professionals of the Advisor and its staff, when and to the extent engaged in providing investment advisory services required to be provided by the Advisor under Section 2 hereof, will be provided and paid for by the Advisor and not by the CompanyFund. It is understood that the Company Fund will pay all expenses other than those expressly stated to be payable by the Advisor hereunder, which expenses payable by the Company Fund shall include, without limitation the following; , if applicable: (i) other than as set forth in the first sentence of this Section 11 above, expenses of maintaining the Company Fund and continuing its existence and related overhead, including, to the extent such services are provided by personnel of the Advisor or its affiliates, office space and facilities, training and benefits, (ii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments including placement and similar fees in connection with direct placements entered into on behalf of the CompanyFund, (iii) auditing, accounting, tax and legal service expenses, (iv) taxes and interest, (v) governmental fees, (vi) expenses of listing shares of the Company Fund with a stock exchange and expenses of issue, sale, repurchase and redemption (if any) of securities of the CompanyFund, (vii) expenses of registering and qualifying the Company Fund and its securities under federal and state securities laws and of preparing and filing registration statements and amendments for such purposes, (viii) expenses of communicating with shareholders, including website expenses and the expenses of preparing, printing, and mailing press releases, reports and other notices to shareholders and of meetings of shareholders and proxy solicitations therefor, (ix) expenses of reports to governmental officers and commissions, (x) insurance expenses, (xi) association membership dues, (xii) fees, expenses and disbursements of custodians and subcustodians for all services to the Company Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), (xiii) fees, expenses and disbursements of transfer agents, dividend and interest paying agents, shareholder servicing agents, registrars and administrator for all services to the CompanyFund, (xiv) compensation and expenses of directors trustees of the Company Fund who are not members of the Advisor’s organization, (xv) pricing, valuation, and other consulting or analytical services employed in considering and valuing the actual or prospective investments of the CompanyFund, (xvi) all expenses incurred in leveraging of the CompanyFund’s assets through a line of credit or other indebtedness or issuing and maintaining notes or preferred shares, (xvii) all expenses incurred in connection with the organization of the Company Fund and any offering of the CompanyFund’s securities, including, without limitation, common shares and preferred and debt securities, and, (xviii) such non-recurring items as may arise, including expenses incurred in litigation, proceedings and claims and the obligation of the Company Fund to indemnify its directorstrustees, officers and shareholders with respect thereto, and (xix) subject to applicable law, including approval of a written sub-advisory agreement, the Fund will compensate the Fund’s sub-adviser(s), for the performance of sub-advisory services to the Fund, as may be agreed upon between the Fund, the Advisor and sub-adviser(s) from time to time.

Appears in 4 contracts

Samples: Investment Management Agreement (Variant Impact Fund), Investment Advisory Agreement (Variant Alternative Income Fund), Investment Advisory Agreement (Variant Alternative Income Fund)

Expenses of the Advisor. The compensation and allocable routine overhead expenses of all investment professionals of the Advisor and its staff, when and to the extent engaged in providing investment advisory services required to be provided by the Advisor under Section 2 hereof, will be provided and paid for by the Advisor and not by the Company. It is understood that the Company will pay all expenses other than those expressly stated to be payable by the Advisor hereunder, which expenses payable by the Company shall include, without limitation the following; if applicable: (i) other than as set forth in the first sentence of this Section 11 10 above, expenses of maintaining the Company and continuing its existence and related overhead, including, to the extent such services are provided by personnel of the Advisor or its affiliates, office space and facilitiesfacilities and personnel compensation, training and benefits, (ii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments including placement and similar fees in connection with direct placements entered into on behalf of the Company, (iii) auditing, accounting, tax accounting and legal service expenses, (iv) taxes and interest, (v) governmental fees, (vi) expenses of listing shares of the Company with a stock exchange exchange, and expenses of issue, sale, repurchase and redemption (if any) of securities of interests in the Company, including expenses of conducting tender offers for the purpose of repurchasing Company securities, (vii) expenses of registering and qualifying the Company and its securities under federal and state securities laws and of preparing and filing registration statements and amendments for such purposes, (viii) expenses of communicating with shareholders, including website expenses and the expenses of preparing, printing, and mailing press releases, reports and other notices to shareholders and of meetings of shareholders and proxy solicitations therefor, (ix) expenses of reports to governmental officers and commissions, (x) insurance expenses, (xi) association membership dues, (xii) fees, expenses and disbursements of custodians and subcustodians for all services to the Company (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), (xiii) fees, expenses and disbursements of transfer agents, dividend and interest paying agents, shareholder servicing agents, agents and registrars and administrator for all services to the Company, (xiv) compensation and expenses of directors of the Company who are not members of the Advisor’s organization, (xv) pricing, valuation, and other consulting or analytical services employed in considering and valuing the actual or prospective investments of the Company, (xvi) all expenses incurred in leveraging of the Company’s assets through a line of credit or other indebtedness or issuing and maintaining notes or preferred shares, (xvii) all expenses incurred in connection with the organization of the Company and any offering of the Company’s securities, including, without limitation, common shares and preferred and debt securitiesshares, and (xviii) such non-recurring items as may arise, including expenses incurred in litigation, proceedings and claims and the obligation of the Company to indemnify its directors, officers and shareholders with respect thereto.

Appears in 3 contracts

Samples: Investment Advisory Agreement (Tortoise Capital Resources Corp), Investment Advisory Agreement (Tortoise Capital Resources Corp), Investment Advisory Agreement (Tortoise Capital Resources Corp)

Expenses of the Advisor. The Except as provided in Section 13 and without regard to the amount of compensation received hereunder by the Advisor, the Advisor shall pay all expenses in performing its obligations hereunder, including and allocable routine overhead in addition to the following expenses: (a) the cost of any accounting, statistical or bookkeeping equipment necessary for the maintenance of the books and records of the Corporation; (b) employment expenses of all investment professionals the officers and directors and personnel of the Advisor and its staffall expenses, when and including travel expenses, of the Advisor, incidental to the extent engaged investigation and acquisition of properties for the Corporation prior to the time the Directors definitively decide to acquire the property or to have the Advisor continue with the acquisition process, whether the property is acquired or not, and after the Directors definitively decide to dispose of a property; (c) advertising and promotional expenses incurred in providing investment advisory seeking and disposing of investments for the Corporation; (d) rent, telephone, utilities, office furniture and furnishings and other office expenses incurred by or allocable to the Advisor for its own benefit and account regardless of whether incurred or used in connection with rendering the services required to be the Corporation provided for in this Agreement; (e) all costs and expenses which the Advisor is obligated to pay to the Corporation or others under any lease of property by the Advisor under Section 2 hereoffrom the Corporation; and (f) all miscellaneous administrative and other expenses of the Advisor, will be provided and paid for whether or not relating to the performance by the Advisor and not by the Company. It is understood that the Company will pay all expenses other than those expressly stated to be payable by the Advisor of its functions hereunder, which expenses payable by the Company shall include, without limitation the following; if applicable:. (ig) fees and expenses paid to independent contractors, appraisers, consultants, attorneys, managers and other than as set forth in the first sentence of this Section 11 above, expenses of maintaining the Company and continuing its existence and related overhead, including, to the extent such services are provided agents retained by personnel or on behalf of the Advisor or its affiliates, office space Corporation and facilities, training and benefits, (ii) commissions, spreads, fees and other expenses directly connected with the acquisition, holding financing, refinancing, disposition and disposition ownership of securities real estate interests or of other property (including insurance premiums, legal services, brokerage and sales commissions, maintenance, repair and improvement of property); (h) insurance as required by the Directors (including Directors' liability insurance); (i) expenses connected with payments of dividends or distributions in cash or any other investments including placement and similar fees in connection with direct placements entered into on behalf form made or caused to be made by the Directors to shareholders of the Company,Corporation and expenses connected with payments of interest to holders of the Corporation's Debentures; (iiij) auditing, accounting, tax and legal service expenses, (iv) taxes and interest, (v) governmental fees, (vi) all expenses of listing shares of the Company connected with a stock exchange and expenses of issue, sale, repurchase and redemption (if any) communications to holders of securities of the Company, (vii) expenses Corporation and the other bookkeeping and clerical work necessary in maintaining relations with holders of registering and qualifying the Company and its securities under federal and state securities laws and of preparing and filing registration statements and amendments for such purposes, (viii) expenses of communicating with shareholderssecurities, including website expenses and the expenses cost of preparing, printing, printing and mailing press releases, reports and other notices to shareholders and of meetings of shareholders certificates for securities and proxy solicitations therefor, (ix) expenses of solicitation materials and reports to governmental officers and commissions, (x) insurance expenses, (xi) association membership dues, (xii) fees, expenses and disbursements of custodians and subcustodians for all services to the Company (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), (xiii) fees, expenses and disbursements of transfer agents, dividend and interest paying agents, shareholder servicing agents, registrars and administrator for all services to the Company, (xiv) compensation and expenses of directors holders of the Company who are not members of the Advisor’s organization, (xv) pricing, valuation, and other consulting or analytical services employed in considering and valuing the actual or prospective investments of the Company, (xvi) all expenses incurred in leveraging of the Company’s assets through a line of credit or other indebtedness or issuing and maintaining notes or preferred shares, (xvii) all expenses incurred in connection with the organization of the Company and any offering of the Company’s securities, including, without limitation, common shares and preferred and debt securities, and (xviii) such non-recurring items as may arise, including expenses incurred in litigation, proceedings and claims and the obligation of the Company to indemnify its directors, officers and shareholders with respect thereto.Corporation's

Appears in 2 contracts

Samples: Advisory, Administrative Services and Facilities Agreement (National Healthcare Corp), Advisory, Administrative Services and Facilities Agreement (National Health Realty Inc)

Expenses of the Advisor. The compensation and allocable routine overhead expenses of all investment professionals of the Advisor and its staff, when and to the extent engaged in providing investment advisory services required to be provided by the Advisor under Section 2 hereof, will be provided and paid for by the Advisor and not by the Company. It is understood that the Company will pay all expenses other than those expressly stated to be payable by the Advisor hereunder, which expenses payable by the Company shall include, without limitation the following; if applicable: (i) other than as set forth in the first sentence of this Section 11 above, expenses of maintaining the Company and continuing its existence and related overhead, including, to the extent such services are provided by personnel of the Advisor or its affiliates, office space and facilities, training and benefits, (ii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments including placement and similar fees in connection with direct placements entered into on behalf of the Company, (iii) auditing, accounting, tax and legal service expenses, (iv) taxes and interest, (v) governmental fees, (vi) expenses of listing shares of the Company with a stock exchange and expenses of issue, sale, repurchase and redemption (if any) of securities of interests in the Company, (vii) expenses of registering and qualifying the Company and its securities under federal and state securities laws and of preparing and filing registration statements and amendments for such purposes, (viii) expenses of communicating with shareholders, including website expenses and the expenses of preparing, printing, and mailing press releases, reports and other notices to shareholders and of meetings of shareholders and proxy solicitations therefor, (ix) expenses of reports to governmental officers and commissions, (x) insurance expenses, (xi) association membership dues, (xii) fees, expenses and disbursements of custodians and subcustodians for all services to the Company (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), (xiii) fees, expenses and disbursements of transfer agents, dividend and interest paying agents, shareholder servicing agents, agents and registrars and administrator for all services to the Company, (xiv) compensation and expenses of directors of the Company who are not members of the Advisor’s 's organization, (xv) pricing, valuation, and other consulting or analytical services employed in considering and valuing the actual or prospective investments of the Company, (xvi) all expenses incurred in leveraging of the Company’s 's assets through a line of credit or other indebtedness or issuing and maintaining notes or preferred shares, (xvii) all expenses incurred in connection with the organization of the Company and any offering of the Company’s securities, including, without limitation, common shares and preferred and debt securitiesshares, and (xviii) such non-recurring items as may arise, including expenses incurred in litigation, proceedings and claims and the obligation of the Company to indemnify its directors, officers and shareholders with respect thereto.

Appears in 1 contract

Samples: Investment Advisory Agreement (Tortoise Gas & Oil Corp)

Expenses of the Advisor. The compensation and allocable routine overhead expenses of all investment professionals of the Advisor and its staff, when and to the extent engaged in providing investment advisory services required to be provided by the Advisor under Section 2 hereof, will be provided and paid for by the Advisor and not by the CompanyFund. It is understood that the Company Fund will pay all expenses other than those expressly stated to be payable by the Advisor hereunder, which expenses payable by the Company Fund shall include, without limitation the following; , if applicable: (i) other than as set forth in the first sentence of this Section 11 above, expenses of maintaining the Company Fund and continuing its existence and related overhead, including, to the extent such services are provided by personnel of the Advisor or its affiliates, office space and facilities, training and benefits, (ii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments including placement and similar fees in connection with direct placements entered into on behalf of the CompanyFund, (iii) auditing, accounting, tax and legal service expenses, (iv) taxes and interest, (v) governmental fees, (vi) expenses of listing shares of the Company Fund with a stock exchange and expenses of issue, sale, repurchase and redemption (if any) of securities of the CompanyFund, (vii) expenses of registering and qualifying the Company Fund and its securities under federal and state securities laws and of preparing and filing registration statements and amendments for such purposes, (viii) expenses of communicating with shareholders, including website expenses and the expenses of preparing, printing, and mailing press releases, reports and other notices to shareholders and of meetings of shareholders and proxy solicitations therefor, (ix) expenses of reports to governmental officers and commissions, (x) insurance expenses, (xi) association membership dues, (xii) fees, expenses and disbursements of custodians and subcustodians for all services to the Company Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), (xiii) fees, expenses and disbursements of transfer agents, dividend and interest paying agents, shareholder servicing agents, registrars and administrator for all services to the CompanyFund, (xiv) compensation and expenses of directors trustees of the Company Fund who are not members of the Advisor’s organization, (xv) pricing, valuation, and other consulting or analytical services employed in considering and valuing the actual or prospective investments of the CompanyFund, (xvi) all expenses incurred in leveraging of the CompanyFund’s assets through a line of credit or other indebtedness or issuing and maintaining notes or preferred shares, (xvii) all expenses incurred in connection with the organization of the Company Fund and any offering of the CompanyFund’s securities, including, without limitation, common shares and preferred and debt securities, and, (xviii) such non-recurring items as may arise, including expenses incurred in litigation, proceedings and claims and the obligation of the Company Fund to indemnify its directorstrustees, officers and shareholders with respect thereto, and (xix) subject to applicable law, including approval of a written sub-advisory agreement, the Fund will compensate the Fund’s sub-advisor(s), for the performance of sub-advisory services to the Fund, as may be agreed upon between the Fund, the Advisor and sub-advisor(s) from time to time.

Appears in 1 contract

Samples: Investment Management Agreement (Variant Alternative Lending Fund)

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Expenses of the Advisor. The compensation and allocable routine overhead expenses of all investment professionals of the Advisor and its staff, when and to the extent engaged in providing investment advisory services required to be provided by the Advisor under Section 2 hereof, will be provided and paid for by the Advisor and not by the Company. It is understood that the Company will pay all expenses other than those expressly stated to be payable by the Advisor hereunder, which expenses payable by the Company shall include, without limitation the following; if applicable: (i) other than as set forth in the first sentence of this Section 11 above, expenses of maintaining the Company and continuing its existence and related overhead, including, to the extent such services are provided by personnel of the Advisor or its affiliates, office space and facilities, training and benefits, (ii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments including placement and similar fees in connection with direct placements entered into on behalf of the Company, (iii) auditing, accounting, tax and legal service expenses, (iv) taxes and interest, (v) governmental fees, (vi) expenses of listing shares of the Company with a stock exchange and expenses of issue, sale, repurchase and redemption (if any) of securities of interests in the Company, including expenses of conducting tender offers for the purpose of repurchasing Company securities, (vii) expenses of registering and qualifying the Company and its securities under federal and state securities laws and of preparing and filing filing, tender offer documents, registration statements and amendments for such purposes, (viii) expenses of communicating with shareholdersunitholders, including website expenses and the expenses of preparing, printing, and mailing press releases, reports and other notices to shareholders unitholders and of meetings of shareholders unitholders and proxy solicitations therefor, (ix) expenses of reports to governmental officers and commissions, (x) insurance expenses, (xi) association membership dues, (xii) fees, expenses and disbursements of custodians and subcustodians for all services to the Company (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), (xiii) fees, expenses and disbursements of transfer agents, dividend and interest paying agents, shareholder unitholder servicing agents, agents and registrars and administrator for all services to the Company, (xiv) compensation and expenses of directors of the Company who are not members of the Advisor’s 's organization, (xv) pricing, valuation, and other consulting or analytical services employed in considering and valuing the actual or prospective investments of the Company, (xvi) all expenses incurred in leveraging of the Company’s 's assets through a line of credit or other indebtedness or issuing and maintaining notes or preferred sharessecurities, (xvii) all expenses incurred in connection with the organization of the Company and any offering of the Company’s 's securities, including, without limitation, common shares units of membership interest and preferred and debt securities, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Company to indemnify its directors, officers and shareholders unitholders with respect thereto.

Appears in 1 contract

Samples: Investment Advisory Agreement (Tortoise Total Return Fund, LLC)

Expenses of the Advisor. The compensation paid by the Advisor to its investment professionals and the allocable routine overhead expenses of all investment professionals of the Advisor and its staffaffiliates, when and to the extent not engaged in providing the investment advisory services required to be provided by the Advisor under described in Section 2 hereof, will be provided and paid for by the Advisor and its affiliates and not by the Company. It is understood that the Company will pay all expenses other than those expressly stated to be payable by the Advisor hereunder, which expenses payable by the Company shall include, without limitation the following; if applicable:following (collectively, “Operating Expenses”): (i) a. other than as set forth in the first sentence of this Section 11 above11, expenses of maintaining the existence of the Company and continuing its existence and related overhead, including, to the extent such services are provided by personnel of the Advisor or its affiliates, an allocable portion of the overhead and other expenses incurred by the Advisor in performing its obligations under this Agreement, including without limitation office space and facilitiesfacilities and personnel compensation, training and benefits,, provided that any expenses set forth in this clause (a) in excess of 0.05% of Managed Assets shall be approved by a majority of the members of the Board who are not “interested persons” of the Company as defined in the Investment Company Act (“Independent Directors”) or a committee of the Board comprised solely of Independent Directors; (ii) b. commissions, spreads, fees and other expenses connected with the acquisition, holding holding, monitoring and disposition of securities and the Company’s other investments investments, including placement and similar fees in connection with direct placements entered into by or on behalf of the Company,Company or any subsidiary thereof, and performing due diligence on its prospective portfolio companies; (iii) c. auditing, accounting, tax accounting and legal service expenses,; (iv) d. taxes and interest,; (v) e. governmental fees,; (vi) f. expenses of listing shares of the Company with a stock exchange exchange, and expenses of issue, sale, repurchase and redemption (if any) of securities of interests in the Company,, including expenses of conducting tender offers for the purpose of repurchasing Company securities; (vii) g. expenses of registering and qualifying the Company and its securities under federal and state securities laws and of preparing and filing registration statements and amendments for such purposes,; (viii) h. expenses of communicating with shareholders, including website expenses and the expenses of preparing, printing, and mailing press releases, reports and other notices to shareholders and of meetings of shareholders and proxy solicitations therefor,; (ix) i. expenses of reports to governmental officers and commissions,; (x) j. insurance expenses,; (xi) k. association membership dues,; (xii) l. fees, expenses and disbursements of custodians and subcustodians for all services to the Company (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values),; (xiii) m. fees, expenses and disbursements of transfer agents, dividend and interest paying agents, shareholder stockholder servicing agents, agents and registrars and administrator for all services to the Company,; n. fees, expenses and disbursements of CAB Marketing, LLC and CAB, L.L.C. and any other person with whom the Company (xivor the Advisor on behalf of the Company) enters into an endorsement relationship; o. compensation and expenses of directors of the Company who are not members of the Advisor’s organization,; (xv) p. pricing, valuation, and other consulting or analytical services employed in considering and valuing the actual or prospective investments of the Company,; (xvi) q. all expenses incurred in leveraging of the Company’s assets through a line of credit or other indebtedness or issuing and maintaining notes or preferred shares,; (xvii) r. all expenses incurred in connection with the organization of the Company and any offering of the Company’s securities, including, without limitation, common shares and or preferred and debt securities, shares; and (xviii) s. such non-recurring items as may arise, including expenses incurred in litigation, proceedings and claims and the obligation of the Company to indemnify its directors, officers and shareholders with respect thereto.

Appears in 1 contract

Samples: Management Agreement (StoneCastle Financial Corp.)

Expenses of the Advisor. The compensation paid by the Advisor to its investment professionals and the allocable routine overhead expenses of all investment professionals of the Advisor and its staffaffiliates, when and to the extent not engaged in providing the investment advisory services required to be provided by the Advisor under described in Section 2 hereof, will be provided and paid for by the Advisor and its affiliates and not by the Company. It is understood that the Company will pay all expenses other than those expressly stated to be payable by the Advisor hereunder, which expenses payable by the Company shall include, without limitation the following; if applicable:following (collectively, “Operating Expenses”): (i) a. other than as set forth in the first sentence of this Section 11 above11, expenses of maintaining the existence of the Company and continuing its existence and related overhead, including, to the extent such services are provided by personnel of the Advisor or its affiliates, an allocable portion of the overhead and other expenses incurred by the Advisor in performing its obligations under this Agreement, including without limitation office space and facilitiesfacilities and personnel compensation, training and benefits,; (ii) b. commissions, spreads, fees and other expenses connected with the acquisition, holding holding, monitoring and disposition of securities and the Company’s other investments investments, including placement and similar fees in connection with direct placements entered into by or on behalf of the Company,Company or any subsidiary thereof, and performing due diligence on its prospective portfolio companies; (iii) c. auditing, accounting, tax accounting and legal service expenses,; (iv) d. taxes and interest,; (v) e. governmental fees,; (vi) f. expenses of listing shares of the Company with a stock exchange exchange, and expenses of issue, sale, repurchase and redemption (if any) of securities of interests in the Company,, including expenses of conducting tender offers for the purpose of repurchasing Company securities; (vii) g. expenses of registering and qualifying the Company and its securities under federal and state securities laws and of preparing and filing registration statements and amendments for such purposes,; (viii) h. expenses of communicating with shareholders, including website expenses and the expenses of preparing, printing, and mailing press releases, reports and other notices to shareholders and of meetings of shareholders and proxy solicitations therefor,; (ix) i. expenses of reports to governmental officers and commissions,; (x) j. insurance expenses,; (xi) k. association membership dues,; (xii) l. fees, expenses and disbursements of custodians and subcustodians for all services to the Company (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values),; (xiii) m. fees, expenses and disbursements of transfer agents, dividend and interest paying agents, shareholder stockholder servicing agents, agents and registrars and administrator for all services to the Company,; n. fees, expenses and disbursements of CAB Marketing, LLC and CAB, L.L.C. and any other person with whom the Company (xivor the Advisor on behalf of the Company) enters into an endorsement relationship; o. compensation and expenses of directors of the Company who are not members of the Advisor’s organization,; (xv) p. pricing, valuation, and other consulting or analytical services employed in considering and valuing the actual or prospective investments of the Company,; (xvi) q. all expenses incurred in leveraging of the Company’s assets through a line of credit or other indebtedness or issuing and maintaining notes or preferred shares,; (xvii) r. all expenses incurred in connection with the organization of the Company and any offering of the Company’s securities, including, without limitation, common shares and or preferred and debt securities, shares; and (xviii) s. such non-recurring items as may arise, including expenses incurred in litigation, proceedings and claims and the obligation of the Company to indemnify its directors, officers and shareholders with respect thereto.

Appears in 1 contract

Samples: Management Agreement (StoneCastle Financial Corp.)

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