Common use of Expenses of the Investment Manager Clause in Contracts

Expenses of the Investment Manager. The compensation and allocable routine overhead expenses of all investment professionals of the Investment Manager and its staff, when and to the extent engaged in providing investment management services required to be provided by the Investment Manager under Section 2 hereof, will be provided and paid for by the Investment Manager and not by the Fund. It is understood that the Fund will pay all expenses other than those expressly stated to be payable by the Investment Manager hereunder, which expenses payable by the 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 Fund and continuing its existence and related overhead, including, to the extent such services are provided by personnel of the Investment Manager 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 Fund, (iii) auditing, accounting, tax and legal service expenses, (iv) taxes and interest, (v) governmental fees, (vi) expenses of listing shares of the Fund with a stock exchange and expenses of issue, sale, repurchase and redemption (if any) of securities of the Fund, (vii) expenses of registering and qualifying the 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 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 Fund, (xiv) compensation and expenses of trustees of the Fund who are not members of the Investment Manager’s organization, (xv) pricing, valuation, and other consulting or analytical services employed in considering and valuing the actual or prospective investments of the Fund, (xvi) all expenses incurred in leveraging of the Fund’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 Fund and any offering of the Fund’s securities, including, without limitation, common shares and preferred and debt securities, (xviii) such non-recurring items as may arise, including expenses incurred in litigation, proceedings and claims and the obligation of the Fund to indemnify its trustees, 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 Investment Manager and sub-adviser(s) from time to time.