Fund Expenses. Except as otherwise provided in this Agreement or by law, the Adviser shall not be responsible for the Fund’s expenses and the Fund assumes and shall pay or cause to be paid all of its expenses, including without limitation: organizational and offering expenses (including without limitation out-of-pocket expenses, but not overhead or employee costs of the Adviser); expenses for legal, accounting and auditing services (including expenses of legal counsel to the Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or the Adviser); taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or the Adviser and of any other trustees or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including without limitation insurance premiums on property or personnel (including without limitation officers and Trustees) of the Fund which inure to its benefit); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s operations. The Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expenses.
Appears in 6 contracts
Samples: Investment Advisory Agreement (Carlyle Tactical Private Credit Fund), Investment Advisory Agreement (Carlyle Tactical Private Credit Fund), Investment Advisory Agreement (OFI Carlyle Private Credit Fund)
Fund Expenses. Except as otherwise provided in Subject to the limitations described below, the Fund agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement or by lawis terminated, including expenses, fees and taxes in connection with: (a) the registration fees, the Adviser shall not be responsible for preparation and filing of the Fund’s expenses and the Fund assumes and shall pay or cause to be paid all of its expenses, including without limitation: organizational and offering expenses Registration Statement (including without limitation out-of-pocket expensesfinancial statements, but not overhead exhibits, schedules and consents), the Prospectus, and any amendments or employee supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of the Advisermailing and shipment); expenses (b) the preparation, issuance and delivery of certificates, if any, for legalthe Offered Shares, accounting and auditing services (including expenses of legal counsel to any stock or other transfer taxes or duties payable upon the Trustees who are not interested persons (as defined in the 0000 Xxx) sale of the Fund or the Adviser)Offered Shares; taxes (including without limitation securities and commodities issuance and transfer taxesc) and governmental all fees (including without limitation fees payable by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians legal counsel, and subindependent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Fund shall designate as appropriate and the determination of their eligibility-custodians, administrators for sale under state law as aforesaid and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents the printing and dividend reinvestment plan agents furnishing of copies of blue sky surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including under the custody, administration and other agreements); costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio pricing services to a pricing agent, if any; registration reasonable legal fees and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counselcounsel relating thereto); (f) the fees and expenses of registering any transfer agent or qualifying securities of registrar for the Fund for sale Offered Shares and miscellaneous expenses referred to in the various statesRegistration Statement; fees (g) all costs and expenses incident to listing the travel and accommodation of the Adviser’s personnel, the personnel of Alcentra NY, LLC (the “Sub-Adviser”) and acting on behalf of the Fund, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or the Adviser and of any other trustees or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including without limitation insurance premiums on property or personnel (including without limitation officers and Trustees) of the Fund which inure to its benefit); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s operations. The Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expensesobligations hereunder.
Appears in 6 contracts
Samples: Dealer Manager Agreement (Stira Alcentra Global Credit Fund), Dealer Manager Agreement (Stira Alcentra Global Credit Fund), Dealer Manager Agreement (Steadfast Alcentra Global Credit Fund)
Fund Expenses. (a) Except as otherwise provided set forth herein or in this Agreement or by lawanother agreement between the Fund and the General Partner, the Adviser General Partner shall not bear all of its costs incurred in providing services to the Fund.
(b) The Fund shall bear: its pro rata portion of all of the Master Fund’s fees and expenses, as well as carried interest allocation in the Master Fund, (which will be responsible for borne through the Fund’s expenses investment in the Master Fund) including its pro rata portion of the advisory fee payable by the Master Fund to Xxxxxxxxx Xxxxxx Investment Advisers LLC in its capacity as investment adviser to the Master Fund and the Fund assumes and shall pay or cause to be paid all of its expenses, including without limitation: organizational and offering expenses (including without limitation out-of-pocket financing, due diligence, travel and other costs) related to the acquisition, holding, monitoring and disposition of the Underlying Funds (including expense associated with potential investments or dispositions that are not consummated); accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, but not overhead or employee custody and escrow fees and expenses; the costs of the Adviser)any errors and omissions/directors and officers liability insurance or any fidelity bond; expenses all costs and charges for legal, accounting and auditing equipment or services (including expenses of legal counsel to the Trustees who are not interested persons (as defined used in the 0000 Xxx) of the Fund or the Adviser); taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of communicating information regarding the Fund’s custodians transactions between the General Partner and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and any custodian or other agreements); costs of valuation service providers retained agent engaged by the Fund or the Adviser; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or the Adviser and of any other trustees or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including without limitation insurance premiums on property or personnel (including without limitation officers and Trustees) of the Fund which inure to its benefit); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or interest expenses (including, without limitation, non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification investment related thereto) (subject, however, to paragraph “2” hereofinterest expenses); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of extraordinary expenses; and such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s operations. The Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed approved from time to time by the Board. The Adviser Fund will also indirectly bear, as a result of its investment in the Master Fund, its pro rata portion of the management fees of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investment-related expenses and other expenses, including, but not limited to, non-investment related interest expense and fees and disbursements of attorneys and accountants engaged on behalf of each Underlying Fund. Capital calls from Limited Partners made in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment of any interest due) under any credit facility.
(c) The Fund shall keep bear its organizational expenses, and supply expenses relating to the offering and sale of Interests; provided that to the extent such organizational and offering expenses when aggregated with those of the Master Fund reasonable records of all such expensesand other feeder funds that invest directly or indirectly in the Master Fund exceed $1,500,000, the excess amount over $1,500,000 shall be borne by Xxxxxxxxx Xxxxxx Investment Advisers LLC.
Appears in 4 contracts
Samples: Limited Partnership Agreement (NB Crossroads Private Markets Fund v (TE) LP), Limited Partnership Agreement (NB Crossroads Private Markets Fund v (TI) LP), Limited Partnership Agreement (NB Crossroads Private Markets Fund v (TE) Advisory LP)
Fund Expenses. Except as otherwise provided in this Agreement or by law, the Adviser The Fund shall not be responsible for pay all of the Fund’s pro rata share (calculated in accordance with Sections 2.8 (Parallel Vehicles) and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred costs and expenses and of the Fund assumes other than General Partner Expenses (in each case, to the extent not reimbursed by a Portfolio Company), as follows (“Fund Expenses”): liquidation expenses of the Fund; sales, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with the purchase or sale of securities; costs and shall pay expenses of (i) hosting annual or cause to be paid all special meetings of its expensesthe Advisory Committee and any other expenses properly incurred by or on behalf of the Advisory Committee in accordance with Article 13 (Advisory Committee), including without limitation: organizational and offering (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including without limitation any associated shipping costs), and any other out-of-pocket expenses, but not overhead or employee expense (except for the costs of entertainment, including speaker fees) incurred by the AdviserFund, the General Partner or the Fund Manager in connection with such conferences or meetings or preparation thereof; expenses associated with preparation of the Fund’s financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reports, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses for legal, accounting and auditing services (including expenses of legal counsel to the Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of the AdviserFund and its Partners); taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federalinterest expense for Credit Facilities; fees, State or other governmental agencies and associated filing costs); dues costs and expenses incurred in connection with membership in investment company organizations the investigation, evaluation, diligence (including without limitation membership dues the costs of background checks and consultants providing specialized services not ordinarily provided by the Investment Company InstituteGeneral Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents expenses (including under the custodyattorneys’ fees) relating to litigation and threatened litigation, administration and investigation or other agreements); costs of valuation service providers retained by Proceeding involving the Fund or the Adviserany Portfolio Investment, including indemnification expenses; payment for portfolio pricing services fees, costs and expenses attributable to a pricing agentnormal and extraordinary banking, if any; registration and filing fees of the Commission and various states and other jurisdictions investment banking, commercial banking (including filing but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements of counsel); incurred for regular maintenance or to amend this Agreement, except as otherwise provided, fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges incurred in connection with the shipment negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, registration and other professional services provided to the Fund’s portfolio securities; fees reasonable premiums for liability insurance to protect the Fund and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses of Trustees who are not interested persons (as defined in the 0000 Xxx) incurred or related to audits of the Fund or the Adviser and of any other trustees or members of any advisory board or committee who are conducted by regulatory bodies, including but not employees of the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including without limitation insurance premiums on property or personnel (including without limitation officers and Trustees) of the Fund which inure limited to its benefit); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party completing tax authority audits and fees and expenses with respect incurred for assistance in responding to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof)audits; the cost of any valuation service provider engaged on the Fund’s behalf or with respect Management Fee; and Organizational Expenses to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s operations. The Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically extent provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expensesSection 2.5.2.
Appears in 4 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement, Limited Partnership Agreement
Fund Expenses. Except as otherwise provided in Subject to the limitations described below, the Fund agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Fund’s legal counsel, independent public or certified public accountants and other advisers; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Fund shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by lawFINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of personnel of the Adviser and the Sub-Adviser in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisers with respect to the offering of the Offered Shares; and (h) the performance of the Fund’s other obligations hereunder. Notwithstanding the foregoing, the Adviser and not the Fund shall not be responsible for the costs and expenses described in this Section 3.1 to the extent that payment of such expenses would cause the aggregate of the Fund’s expenses and the Fund assumes and shall pay or cause to be paid all of its expenses, including without limitation: organizational “organization and offering expenses (including without limitation out-of-pocket expenses, but not overhead or employee costs of the Adviser); expenses for legal, accounting and auditing services (including expenses of legal counsel to the Trustees who are not interested persons (” as defined in the 0000 Xxx) Prospectus to exceed 1.0% of the Fund or gross proceeds from the Adviser); taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues sale of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or the Adviser and of any other trustees or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including without limitation insurance premiums on property or personnel (including without limitation officers and Trustees) of the Fund which inure to its benefit); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s operations. The Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expensesShares.
Appears in 4 contracts
Samples: Dealer Manager Agreement (NorthStar Corporate Income Fund-T), Dealer Manager Agreement (NorthStar Corporate Income Fund), Dealer Manager Agreement (NorthStar Corporate Income Fund-T)
Fund Expenses. Except as otherwise provided in this Agreement or by law, the Adviser shall not be responsible for the Fund’s expenses and the The Fund assumes and shall pay or cause to be paid all expenses of its expensesthe Fund, including including, without limitation: organizational (a) all costs and expenses incident to the public offering of securities of the Fund, including those relating to the issuance and registration of its securities under the Securities Act of 1933, as amended, and any filings required under state securities laws and any fees payable in connection therewith; (b) the charges and expenses of any custodian appointed by the Fund for the safekeeping of the cash, portfolio securities and other property of the Fund; (c) the charges and expenses of independent accountants; (d) the charges and expenses of stock transfer and dividend disbursing agent or agents and registrar or registrars appointed by the Fund; I the charges and expenses of any accounting or subaccounting agent appointed by the Fund to provide accounting services; (f) brokerage commissions, dealer spreads, and other costs incurred in connection with proposed or consummated portfolio securities transactions; (g) all taxes, including without limitation out-of-pocket expensessecurities issuance and transfer taxes, but and corporate fees payable by the Trust to federal, state, local or other governmental agencies; (h) the cost and expense of printing and issuing certificates representing securities of the Trust; (i) fees involved in registering and maintaining registrations of the Trust under the 1940 Act; (j) all expenses of shareholders’ and trustees’ meetings, and of preparing, printing and mailing proxy, prospectuses and statements of additional information of the Funds or other communications for distribution to existing shareholders; (k) fees and expenses of trustees of the Trust who are not overhead officers or employee costs employees of the Adviser); (1) all fees and expenses for legal, accounting incident to the Fund’s dividend reinvestment plan; (m) charges and auditing services (including expenses of legal counsel to the Trustees who are independent trustees and to the Trust; (n) charges and expenses of legal counsel related to a transaction for the benefit of the Fund; (o) trade association dues; (p) interest payable on Fund borrowings; (q) any shareholder relations expense; (r) premiums for a fidelity bond and any errors and omissions insurance maintained by the Fund; and (s) any other ordinary or extraordinary expenses (including litigation expenses not interested persons (as defined incurred in the 0000 XxxFund’s ordinary course of business) incurred by the Fund in the course of its business. To the extent the Adviser incurs any costs by assuming expenses which are an obligation of the Fund or the Adviser); taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the as set forth herein, such Fund to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or shall promptly reimburse the Adviser for such costs and of any other trustees or members of any advisory board or committee who are not employees of expenses, except to the extent the Adviser or any corporate affiliate of has otherwise agreed to bear such expenses. To the Adviser; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including without limitation insurance premiums on property or personnel (including without limitation officers and Trustees) of extent the Fund which inure to its benefit); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to services for which the Fund is a party); obligated to pay are performed by the Fund’s proportionate share of expenses related Adviser, the Adviser shall be entitled to co-investments; all expenses incident recover from the Fund to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs extent of the FundAdviser’s operations. The Fund shall reimburse the Adviser or its affiliates actual costs for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all providing such expensesservices.
Appears in 4 contracts
Samples: Investment Advisory Agreement (Investment Managers Series Trust III), Investment Advisory Agreement (Investment Managers Series Trust III), Investment Advisory Agreement (Investment Managers Series Trust III)
Fund Expenses. Except as otherwise provided The Fund shall bear all expenses not borne by the Manager, including without limitation the following:
(A) Taxes and governmental fees, if any, levied against the Fund;
(B) Brokerage fees and commissions, and other portfolio transaction expenses incurred by or for the Fund (including, without limitation, fees and expenses of outside legal counsel or third-party consultants retained in this Agreement or connection with reviewing, negotiating, and structuring specialized loan and other investments made by lawthe Fund, the Adviser shall not be responsible and any costs associated with originating loans, asset securitizations, alternative lending-related strategies, and so-called “broken-deal costs” (e.g., fees, costs, expenses, and liabilities, including, for example, due diligence-related fees, costs, expenses, and liabilities, with respect to unconsummated investments));
(C) Expenses of the Fund’s expenses and securities lending (if any), including any securities lending agent fees, as governed by a separate securities lending agreement;
(D) Costs, including interest expenses, of borrowing money or engaging in any types of leverage financing including, without limitation, through the use by the Fund assumes of reverse repurchase agreements, dollar rolls, bank borrowings, credit facilities, and shall pay tender option bonds;
(E) Fees and expenses of any underlying funds or cause to be paid all of its other pooled vehicles in which the Fund invests, including acquired fund fees and expenses;
(F) Dividend and interest expenses on short positions taken by the Fund;
(G) Extraordinary expenses, including extraordinary legal expenses, as may arise, including, without limitation: organizational and offering expenses (including without limitation out-of-pocket expenses, but not overhead or employee costs of the Adviser); expenses for legal, accounting and auditing services (including expenses of legal counsel to the Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or the Adviser); taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues litigation, proceedings, other claims, and the legal obligations of the Investment Company Institute); costs of Fund to indemnify its Trustees, officers, employees, shareholders, distributors, and agents with respect thereto;
(H) Fees and expenses, including legal, printing and distributing mailing, solicitation, and other fees and expenses associated with and incident to shareholder reportsmeetings and proxy solicitations involving contested elections of Trustees, proxy materialsshareholder proposals, prospectuses, stock certificates or other non-routine matters that are not initiated or proposed by Fund management;
(I) Organizational and distribution of dividends; charges offering expenses of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents including registration (including under the custodyshare registration fees), administration legal, marketing, printing, accounting, and other agreements); costs of valuation service providers retained by expenses, associated with organizing the Fund or the Adviser; payment for portfolio pricing services to a pricing agent, if any; registration in its state of jurisdiction and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment initial registration of the Fund’s portfolio securities; Fund under the 1940 Act and the initial registration of its shares under the 1933 Act and fees and expenses associated with seeking, applying for, and obtaining formal exemptive, no-action, and/or other relief from the Commission in connection with the issuance of Trustees who are not interested persons multiple share classes;
(as defined in the 0000 XxxJ) of the Fund Payments pursuant to a Rule 12b-1 plan or the Adviser and of any other trustees or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the Advisersimilar plan; salaries of shareholder relations personnel; costs of shareholders meetings; insurance and
(including without limitation insurance premiums on property or personnel (including without limitation officers and TrusteesK) Expenses of the Fund which inure to its benefit); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund are capitalized in connection accordance with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s operations. The Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expensesgenerally accepted accounting principles.
Appears in 3 contracts
Samples: Investment Management Agreement (Massmutual Select Funds), Investment Management Agreement (Massmutual Select Funds), Investment Management Agreement (Massmutual Select Funds)
Fund Expenses. Except as otherwise provided in this Agreement or by law, the Adviser shall not be responsible for the Fund’s expenses and the Fund assumes and shall pay or cause to be paid all of its expenses, including without limitation: organizational and offering expenses (including without limitation out-of-pocket expenses, but not overhead or employee costs of the Adviser); expenses for legal, accounting and auditing services (including expenses of legal counsel to the Trustees who are not interested persons (as defined in the 0000 Xxx1940 Act) of the Fund or the Adviser); taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); fees and expenses associated with marketing and distribution efforts; fees and expenses paid to agents and intermediaries for sub-transfer agency, sub-accounting and other shareholder services on behalf of shareholders of the Fund held through omnibus and networked, record shareholder accounts; costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to qualifying and listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000 Xxx1940 Act) of the Fund or the Adviser and of any other trustees or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including without limitation insurance premiums on property or personnel (including without limitation officers and Trustees) of the Fund which inure to its benefit); any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the benefit of the Fund (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems, general ledger or portfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the compensation of the Fund’s Chief Compliance Officer and the salary of any compliance personnel of the Adviser and its affiliates who provide compliance-related services to the Fund, provided such salary expenses are properly allocated between the Fund and other affiliates, as applicable, and any costs associated with the monitoring, testing and revision of the Fund’s compliance policies and procedures required by Rule 38a-1 under the 1940 Act; the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s operations. The Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expenses.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Carlyle Credit Income Fund), Investment Advisory Agreement (Carlyle Credit Income Fund)
Fund Expenses. Except as otherwise provided in this Agreement Each Fund shall bear the following expenses:
(i) Salaries and other compensation or by lawexpenses, the Adviser shall not be responsible for including travel expenses, of any of the Fund’s executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of PIMCO or its subsidiaries or affiliates;
(ii) Taxes and governmental fees, if any, levied against the Fund;
(iii) Brokerage fees and commissions, and other portfolio transaction expenses incurred by or for the Fund (including, without limitation, fees and expenses of outside legal counsel or third-party consultants retained in connection with reviewing, negotiating and structuring specialized loans and other investments made by the Fund, and any costs associated with originating loans, asset securitizations, alternative lending-related strategies and so-called “broken-deal costs” (e.g., fees, costs, expenses and liabilities, including, for example, due diligence-related fees, costs, expenses and liabilities, with respect to unconsummated investments));
(iv) Expenses of the Fund’s securities lending (if any), including any securities lending agent fees, as governed by a separate securities lending agreement;
(v) Costs, including interest expenses, of borrowing money or engaging in other types of leverage financing including, without limitation, through the use by the Fund assumes of reverse repurchase agreements, dollar rolls, bank borrowings, credit facilities and shall pay tender option bonds;
(vi) Costs, including dividend and/or interest expenses and other costs (including, without limitation, offering and related legal costs, fees to brokers, fees to auction agents, fees to transfer agents, fees to ratings agencies and fees to auditors associated with satisfying ratings agency requirements for preferred shares or cause to be paid all other securities issued by the Fund and other related requirements in the Fund’s organizational documents) associated with the Fund’s issuance, offering, redemption and maintenance of its preferred shares, commercial paper or other instruments (such as the use of reverse repurchase agreements, dollar rolls, bank borrowings, credit facilities and tender option bonds) for the purpose of incurring leverage;
(vii) Fees and expenses of any underlying funds or other pooled vehicles in which the Fund invests;
(viii) Dividend and interest expenses on short positions taken by the Fund;
(ix) Fees and expenses, including without limitation: organizational and offering expenses (including without limitation out-of-pocket travel expenses, but not overhead or employee costs of the Adviser); expenses for legal, accounting and auditing services (including fees and expenses of legal counsel to the retained for their benefit, of Trustees who are not interested persons officers, employees, partners, shareholders or members of PIMCO or its subsidiaries or affiliates;
(x) Extraordinary expenses, including extraordinary legal expenses, as defined in the 0000 Xxx) of the Fund or the Adviser); taxes (including may arise, including, without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federallimitation, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations litigation, proceedings, other claims, and the legal obligations of the Fund to indemnify its Trustees, officers, employees, shareholders, distributors, and agents with respect thereto;
(xi) Fees and expenses, including legal, printing and mailing, solicitation and other fees and expenses associated with and incident to shareholder meetings and proxy solicitations involving contested elections of Trustees, shareholder proposals or other non-routine matters that are not initiated or proposed by Fund management;
(xii) Organizational and offering expenses of the Fund, including registration (including without limitation membership dues Share registration fees), legal, marketing, printing, accounting and other expenses, associated with organizing the Fund in its state of jurisdiction and in connection with the initial registration of the Investment Company Institute); costs Fund under the 1940 Act and the initial registration of printing and distributing shareholder reportsits Shares under the Securities Act of 1933
(i. e., proxy materials, prospectuses, stock certificates and distribution of dividends; charges through the effectiveness of the Fund’s custodians initial registration statement on Form N-2) and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses associated with seeking, applying for and obtaining formal exemptive, no-action and/or other relief from the SEC in connection with the issuance of registering multiple share classes;
(xiii) Except as otherwise specified herein as an expense of PIMCO, any expenses allocated or qualifying securities allocable to a specific class of Shares, including without limitation Sub-Transfer Agency Expenses and distribution and/or service fees paid pursuant to a Rule 12b-1 or similar plan adopted by the Board of Trustees of the Fund for sale in the various statesa particular Share class; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons and
(as defined in the 0000 Xxxxiv) of the Fund or the Adviser and of any other trustees or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including without limitation insurance premiums on property or personnel (including without limitation officers and Trustees) Expenses of the Fund which inure to its benefit); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund are capitalized in connection accordance with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s operations. The Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expensesgenerally accepted accounting principles.
Appears in 2 contracts
Samples: Investment Management Agreement (PIMCO Flexible Credit Income Fund), Investment Management Agreement (PIMCO Flexible Municipal Income Fund)
Fund Expenses. Except as otherwise provided in this Agreement or by law(a) BXPE shall bear and be charged with all costs and expenses of its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the Adviser Investment Manager or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation:
(i) fees, costs and expenses for and/or relating to attorneys (including compensation and benefits costs specifically charged, allocated or attributed by the General Partner and/or the Investment Manager or their affiliates to BXPE or its Portfolio Entities with respect to in-house attorneys to provide transactional legal advice, tax planning and/or other related services to BXPE or its Portfolio Entities on matters related to potential or actual Investments and transactions; provided, that any such compensation costs shall not be responsible greater than what would be paid to, or duplicative of services provided by (as determined by the General Partner in good faith), an unaffiliated third party for substantially similar advice and/or services), tax advisors, accountants, auditors, administrative agents, paying agents, advisors (including senior advisors), consultants including ESG consultants, fund administrators, depositaries and custodians, investment bankers, prime brokers and other third-party service providers or professionals;
(ii) fees, costs and expenses of third parties incurred in connection with energy, sustainability and ESG-related programs and initiatives with respect to the Partnership;
(iii) valuation costs, expenses of offering Units (including expenses associated with updating the offering materials, expenses associated with printing such materials, expenses associated with subscriptions and repurchases, and travel expenses relating to the ongoing offering of Units);
(iv) expenses relating to ongoing administrative, governance and compliance services necessary for the Fund’s operation of BXPE and its Portfolio Entities (including, without limitation, (x) expenses relating to the preparation and filing of Form PF, Form 10, 1934 Act reports, reports and notices to be filed with the U.S. Commodity Futures Trading Commission, reports, filings, disclosures and notices prepared in connection with the laws and/or regulations of jurisdictions in which BXPE and its Portfolio Entities engages in activities and any related regulations, or the laws and/or regulations of jurisdictions in which BXPE engages in activities) and/or any other regulatory filings, notices or disclosures of the Investment Manager and/or its affiliates relating to BXPE and its activities, compensation of the Independent Directors and preparing materials and coordinating meetings of the Board of Directors, and (y) compensation, overhead (including rent, office equipment and utilities) and other expenses incurred, charged or specifically attributed or allocated by the General Partner, the Investment Manager and/or their affiliates in performing administrative and/or accounting services for BXPE or any Portfolio Entity (including but not limited to legal and compliance, finance, accounting, operations, investor relations, tax, valuation and internal audit personnel and other non-investment professionals that provide services to BXPE; provided, that any such expenses, fees, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services);
(v) brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in connection with making, holding, settling, monitoring or disposing of actual Investments (including, without limitation, any costs or expenses relating to currency conversion in the case of Investments denominated in a currency other than U.S. dollars);
(vi) the cost of borrowings, guarantees and other financing (including interest, fees, related legal expenses and arrangement expenses), bank fees, expenses of loan servicers and other service providers;
(vii) expenses and fees (including compensation costs) charged or specifically attributed or allocated by the Fund assumes General Partner and/or Investment Manager or their affiliates for data-related services provided to the Portfolio Entities or BXPE (including in connection with prospective Investments); provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services;
(viii) fees, costs and shall pay expenses related to the organization or cause maintenance of any entity used to directly or indirectly acquire, hold or dispose of any one or more Investment(s) or otherwise facilitating BXPE’s investment activities, including without limitation any travel and accommodation expenses related to such entity and the salary and benefits of any personnel (including personnel of the Investment Manager or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such entity, or other overhead expenses in connection therewith;
(ix) expenses associated with BXPE’s compliance with applicable laws and regulations;
(x) any taxes, fees, costs of obtaining non-U.S. tax receipts or other governmental charges levied against BXPE and all expenses incurred in connection with any tax audit, investigation, settlement or review of BXPE;
(xi) expenses and fees of the General Partner and/or Investment Manager, any third-party advisory committees, any independent representative of BXPE, and any annual meeting of BXPE;
(xii) expenses associated with auditing, research, reporting, printing, publishing and technology, including, without limitation, news and quotation equipment and services, preparation of any periodic reports and related statements of BXPE (including notices, communications, financial statements and tax returns including any tax returns or filings required to be paid all made by BXPE in any jurisdictions in which any Limited Partners are resident or established) in respect of BXPE and its activities;
(xiii) costs, fees and/or expenses associated with responding to information requests from Limited Partners and other persons;
(xiv) technology-related expenses, including without limitation: organizational , costs and offering expenses of technology service providers and related software/hardware and market data and research utilized in connection with BXPE’s investment and operational activities (including internal expenses, charges and / or related costs incurred, charged or specifically attributed or allocated by BXPE, the Investment Manager or its affiliates in connection with such provision of services thereby);
(xv) expenses relating to the maintenance of any website, data room or communication medium used in relation to BXPE (including for the hosting of constitutional documents or any other documents to be communicated to investors, prospective investors or third parties), expenses and any placement fees payable to a placement agent or financial intermediary in respect of the subscription by Partners admitted through a placement agent or financial intermediary (to the extent such fees or expenses are not borne by such Partners directly);
(xvi) expenses for accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, compliance with data privacy/protection policies and regulation, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, asset/property management services, leasing services, transaction support services, transaction consulting services and other similar operational matters;
(xvii) all fees, costs and expenses associated with the developing, negotiating, acquiring, trading, settling, holding, monitoring and disposing of Investments (including, without limitation, any legal, tax, administrative, accounting, advisory, sourcing, brokerage, custody, hedging and consulting and other similar costs and expenses in connection therewith, including travel and other similar costs and any costs and expenses in connection therewith, including travel and other related expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings (including with prospective portfolio companies or other similar companies) and any other costs and expenses associated with vehicles through which BXPE directly or indirectly participates in Investments);
(xviii) the costs and expenses of any investigation, litigation (including discovery requests), arbitration or settlement involving BXPE or entities in which BXPE holds an Investment or otherwise relating to such Investment and the amount of any judgments, fines, remediation or settlements paid in connection therewith and any other extraordinary expenses of BXPE, directors and officers, liability or other insurance (including title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of BXPE, in each case, to the extent such costs, expenses and amounts relate to claims or matters that are otherwise entitled to indemnification under applicable law;
(xix) all fees, costs and expenses, if any, incurred by or on behalf of BXPE in developing, negotiating and structuring prospective or potential Investments that are not ultimately made or a proposed disposition that is not actually consummated, including without limitation out-of-pocket expensesany legal, but not overhead or employee tax, accounting, travel, advisory, consulting, printing and other related costs and expenses and any liquidated damages, reverse termination fees and/or similar payments and commitment fees (collectively, “Broken Deal Expenses”); and
(xx) organizational, offering and operating expenses of the Adviser)Partnership or any Feeder Funds, Parallel Funds and/or Intermediate Entities to the extent not paid by such Feeder Funds, Parallel Funds and/or Intermediate Entities or their partners, as applicable; provided, that any such expenses (including, without limitation, any Fund Expenses) may be apportioned to, and borne solely by, the investors participating in such Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities, as applicable, or be allocated among the Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities as determined by the General Partner in its reasonable discretion.
(b) Fund Expenses relating to Investments shall generally be allocated among BXPE and Other Blackstone Accounts (including Comparable Funds) pro rata based upon their relative investment size in the Investment (and in good faith in the case of Broken Deal Expenses and related expenses for legal, accounting and auditing services (including expenses of legal counsel unconsummated transactions based on their relative expected investment sizes thereof). The General Partner xxxxxx agrees that it shall use commercially reasonable efforts to the Trustees who are not interested persons (as defined in the 0000 Xxx) cause any of the Partnership’s third-party co-investors that have agreed in writing to participate in a potential Investment alongside the Partnership to bear their pro rata share of any Broken Deal Expenses. Fund Expenses may be paid out of any funds of the Partnership (or of any Feeder Funds, Parallel Funds and/or Intermediate Entities) in a manner reasonably determined by the Adviser); taxes General Partner. If the Partnership (including without limitation securities and commodities issuance and transfer taxesor any Feeder Funds, Parallel Funds and/or Intermediate Entities) and governmental fees (including without limitation fees invests alongside or in an Other Blackstone Account, any expenses that are payable in accordance with the governing terms of such Other Blackstone Account shall be deemed payable by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations Partnership (including without limitation membership dues of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or the Adviser and of any other trustees or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including without limitation insurance premiums on property Feeder Funds, Parallel Funds or personnel (including without limitation officers and TrusteesIntermediate Entities) of the Fund which inure pursuant to its benefit); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related theretoSection 4.1(a) (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the FundPartnership’s assets (including engagement and/or any Feeder Funds’, Parallel Funds’ and/or Intermediate Entities’) allocable portion of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s operationsexpenses). The General Partner also may cause the Partnership (and/or any Feeder Funds, Parallel Funds and/or Intermediate Entities) to borrow funds to pay Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for Expenses pursuant to Section 4.1(b). For the avoidance of doubt, any the fees, costs and expenses of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply administrative services provided with respect to the Administration Fee will not be duplicated as Fund reasonable records of all Expenses.
(c) Any amounts paid by BXPE for or resulting from any instrument or other arrangement designed to hedge or reduce one or more risks associated with an Investment shall be considered a Fund Expense relating to such expensesInvestment.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Blackstone Private Equity Strategies Fund L.P.), Limited Partnership Agreement (Blackstone Private Equity Strategies Fund L.P.)
Fund Expenses. Except as otherwise provided in this Agreement or by law(a) BXINFRA shall bear and be charged with all costs and expenses of its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the Adviser Investment Manager or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation:
(i) fees, costs and expenses for and/or relating to attorneys (including compensation and benefits costs specifically charged, allocated or attributed by the General Partner and/or the Investment Manager or their affiliates to BXINFRA or its Portfolio Entities with respect to in-house attorneys to provide transactional legal advice, tax planning and/or other related services to BXINFRA or its Portfolio Entities on matters related to potential or actual Investments and transactions; provided, that any such compensation costs shall not be responsible greater than what would be paid to, or duplicative of services provided by (as determined by the General Partner in good faith), an unaffiliated third party for substantially similar advice and/or services), tax advisors, accountants, auditors, administrative agents, paying agents, advisors (including senior advisors), consultants including ESG consultants, fund administrators, depositaries and custodians, investment bankers, prime brokers and other third-party service providers or professionals;
(ii) fees, costs and expenses of third parties incurred in connection with energy, sustainability and ESG-related programs and initiatives with respect to the Partnership;
(iii) valuation costs, expenses of offering Units (including expenses associated with updating the offering materials, expenses associated with printing such materials, expenses associated with subscriptions and repurchases, and travel expenses relating to the ongoing offering of Units);
(iv) expenses relating to ongoing administrative, governance and compliance services necessary for the Fund’s operation of BXINFRA and its Portfolio Entities (including, without limitation, (x) expenses relating to the preparation and filing of Form PF, Form 10, 1934 Act reports, reports and notices to be filed with the U.S. Commodity Futures Trading Commission, reports, filings, disclosures and notices prepared in connection with the laws and/or regulations of jurisdictions in which BXINFRA and its Portfolio Entities engages in activities and any related regulations, or the laws and/or regulations of jurisdictions in which BXINFRA engages in activities) and/or any other regulatory filings, notices or disclosures of the Investment Manager and/or its affiliates relating to BXINFRA and its activities, compensation of the Independent Directors and preparing materials and coordinating meetings of the Board of Directors, (y) expenses relating to FOIA requests and (z) compensation, overhead (including rent, office equipment and utilities) and other expenses incurred, charged or specifically attributed or allocated by the General Partner, the Investment Manager and/or their affiliates in performing administrative and/or accounting services for BXINFRA or any Portfolio Entity (including but not limited to legal and compliance, finance, accounting, operations, technology and/or technology-related services, investor relations, tax, valuation and internal audit personnel and other non-investment professionals that provide services to BXINFRA; provided, that any such expenses, fees, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services);
(v) brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in connection with making, holding, settling, monitoring or disposing of actual Investments (including, without limitation, any costs or expenses relating to currency conversion in the case of Investments denominated in a currency other than U.S. dollars);
(vi) the cost of borrowings, guarantees and other financing (including interest, fees, related legal expenses and arrangement expenses), bank fees, expenses of loan servicers and other service providers;
(vii) expenses and fees (including compensation costs) charged or specifically attributed or allocated by the Fund assumes General Partner and/or Investment Manager or their affiliates for data-related services provided to the Portfolio Entities or BXINFRA (including in connection with prospective Investments); provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services;
(viii) fees, costs and shall pay expenses related to the organization or cause maintenance of any entity used to directly or indirectly acquire, hold, provide financing with respect to, or dispose of any one or more Investment(s) or otherwise facilitating BXINFRA’s investment activities, including without limitation any travel and accommodation expenses related to such entity and the salary and benefits of any personnel (including personnel of the Investment Manager or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such entity, or other overhead expenses in connection therewith;
(ix) expenses associated with BXINFRA’s compliance with applicable laws and regulations;
(x) any taxes (other than those specifically allocable to holders of Units) and governmental charges levied against BXINFRA; fees and costs of obtaining non-U.S. tax receipts and all expenses incurred in connection with any tax audit, investigation, settlement or review of BXINFRA;
(xi) expenses and fees of any third-party advisory committees, any independent representative of BXINFRA, and any annual meeting of BXINFRA;
(xii) expenses associated with auditing, research, reporting, printing, publishing and technology and technology-related services, including, without limitation, news and quotation equipment and services and data collection, preparation of any periodic reports and related statements of BXINFRA (including notices, communications, financial statements and tax returns including any tax returns or filings required to be paid all made by BXINFRA in any jurisdictions in which any Limited Partners are resident or established) in respect of BXINFRA and its activities;
(xiii) costs, fees and/or expenses associated with responding to information requests from Limited Partners and other persons;
(xiv) technology-related expenses, including without limitation: organizational , costs and offering expenses of technology service providers and related software/hardware and market data and research utilized in connection with BXINFRA’s investment and operational activities (including internal expenses, charges and / or related costs incurred, charged or specifically attributed or allocated by BXINFRA, the Investment Manager or its affiliates in connection with such provision of services thereby);
(xv) expenses relating to the maintenance of any website, data room or communication medium used in relation to BXINFRA (including for the hosting of constitutional documents or any other documents to be communicated to investors, prospective investors or third parties), expenses and any placement fees payable to a placement agent or financial intermediary in respect of the subscription by Partners admitted through a placement agent or financial intermediary (to the extent such fees or expenses are not borne by such Partners directly);
(xvi) expenses for accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, compliance with data privacy/protection policies and regulation, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, asset/property management services, leasing services, transaction support services, transaction consulting services and other similar operational matters;
(xvii) all fees, costs and expenses associated with the developing, negotiating, acquiring, trading, settling, holding, monitoring and disposing of Investments (including, without limitation, any legal, tax, administrative, accounting, advisory, sourcing, brokerage, custody, hedging and consulting and other similar costs and expenses in connection therewith, including travel and other similar costs and any costs and expenses in connection therewith, including travel and other related expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings (including with prospective portfolio companies or other similar companies) and any other costs and expenses associated with vehicles through which BXINFRA directly or indirectly participates in Investments);
(xviii) the costs and expenses of any investigation, litigation (including discovery requests), arbitration or settlement involving BXINFRA or entities in which BXINFRA holds an Investment or otherwise relating to such Investment and the amount of any judgments, fines, remediation or settlements paid in connection therewith and any other extraordinary expenses of BXINFRA, directors and officers, liability or other insurance (including title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of XXXXXXX, in each case, to the extent such costs, expenses and amounts relate to claims or matters that are otherwise entitled to indemnification under applicable law;
(xix) all fees, costs and expenses, if any, incurred by or on behalf of BXINFRA in developing, negotiating and structuring prospective or potential Investments that are not ultimately made or a proposed disposition that is not actually consummated, including without limitation out-of-pocket expensesany legal, but not overhead or employee tax, accounting, travel, advisory, consulting, printing and other related costs and expenses and any liquidated damages, reverse termination fees and/or similar payments and commitment fees (collectively, “Broken Deal Expenses”); and
(xx) organizational, offering and operating expenses of the Adviser)Partnership or any Feeder Funds, Parallel Funds and/or Intermediate Entities to the extent not paid by such Feeder Funds, Parallel Funds and/or Intermediate Entities or their partners, as applicable; provided, that any such expenses (including, without limitation, any Fund Expenses) may be apportioned to, and borne solely by, the investors participating in such Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities, as applicable, or be allocated among the Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities as determined by the General Partner in its reasonable discretion.
(b) Fund Expenses relating to Investments shall generally be allocated among BXINFRA and Other Blackstone Accounts (including Comparable Funds) pro rata based upon their relative investment size in the Investment (and in good faith in the case of Broken Deal Expenses and related expenses for legal, accounting and auditing services (including expenses of legal counsel unconsummated transactions based on their relative expected investment sizes thereof). The General Partner xxxxxx agrees that it shall use commercially reasonable efforts to the Trustees who are not interested persons (as defined in the 0000 Xxx) cause any of the Partnership’s third-party co-investors that have agreed in writing to participate in a potential Investment alongside the Partnership to bear their pro rata share of any Broken Deal Expenses. Fund Expenses may be paid out of any funds of the Partnership (or of any Feeder Funds, Parallel Funds and/or Intermediate Entities) in a manner reasonably determined by the Adviser); taxes General Partner. If the Partnership (including without limitation securities and commodities issuance and transfer taxesor any Feeder Funds, Parallel Funds and/or Intermediate Entities) and governmental fees (including without limitation fees invests alongside or in an Other Blackstone Account, any expenses that are payable in accordance with the governing terms of such Other Blackstone Account shall be deemed payable by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations Partnership (including without limitation membership dues of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or the Adviser and of any other trustees or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including without limitation insurance premiums on property Feeder Funds, Parallel Funds or personnel (including without limitation officers and TrusteesIntermediate Entities) of the Fund which inure pursuant to its benefit); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related theretoSection 4.1(a) (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the FundPartnership’s assets (including engagement and/or any Feeder Funds’, Parallel Funds’ and/or Intermediate Entities’) allocable portion of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s operationsexpenses). The General Partner also may cause the Partnership (and/or any Feeder Funds, Parallel Funds and/or Intermediate Entities) to borrow funds to pay Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for Expenses pursuant to Section 4.1(b). For the avoidance of doubt, any the fees, costs and expenses of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply administrative services provided to the Partnership with respect to the Administration Fee will not be duplicated as Fund reasonable records of all Expenses.
(c) Any amounts paid by BXINFRA for or resulting from any instrument or other arrangement designed to hedge or reduce one or more risks associated with an Investment shall be considered a Fund Expense relating to such expensesInvestment.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Blackstone Infrastructure Strategies L.P.), Limited Partnership Agreement (Blackstone Infrastructure Strategies L.P.)
Fund Expenses. (a) Except as otherwise provided in this Agreement or by law, the Adviser Advisor shall not be responsible for the Fund’s expenses and the Fund assumes and shall pay or cause to be paid all of its expenses, including including, without limitation: organizational and offering expenses (including without limitation out-of-pocket expenses, but not overhead or employee costs of the Adviser); expenses for legal, accounting and auditing services (including expenses of legal counsel to the Trustees who are not interested persons (as defined in the 0000 Xxx1940 Act) of the Fund or the AdviserAdvisor); taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); costs of valuation service providers retained by the Fund or the AdviserAdvisor; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000 Xxx1940 Act) of the Fund or the Adviser Advisor and of any other trustees or members of any advisory board or committee who are not employees of the Adviser Advisor or any corporate affiliate of the AdviserAdvisor; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including including, without limitation limitation, insurance premiums on property or personnel (including including, without limitation limitation, officers and Trustees) of the Fund which inure to its benefit); interest; brokerage costs (including including, without limitation limitation, brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); any costs and expenses associated with or related to due diligence performed with respect to the Fund’s offering of its shares, including, but not limited to, costs associated with or related to due diligence activities performed by, on behalf of, or for the benefit of broker-dealers, registered investment advisers, distribution platforms and third-party due diligence providers, to the extent contemplated in the Fund’s distribution plan; the Fund’s proportionate share of expenses related to co-investments; broken deal expenses (including, without limitation, research costs, fees and expenses of legal, financial, accounting, consulting or other advisers (including the Advisor or its affiliates) in connection with conducting due diligence or otherwise pursuing a particular non-consummated transaction, fees and expenses in connection with arranging financing for a particular non-consummated transaction, travel costs, deposits or down payments that are forfeited in connection with, or amounts paid as a penalty for, a particular non-consummated transaction and other expenses incurred in connection with activities related to a particular non-consummated transaction); all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including including, without limitation limitation, legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” 2 hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser Advisor or its affiliates) and all other charges and costs of the Fund’s operations. .
(b) The Fund shall reimburse the Adviser Advisor or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser Advisor or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser Advisor shall keep and supply to the Fund reasonable records of all such expenses.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Calamos Aksia Alternative Credit & Income Fund), Investment Advisory Agreement (Calamos Aksia Alternative Credit & Income Fund)
Fund Expenses. (a) Except as otherwise provided in this Agreement or by law, the Adviser Advisor shall not be responsible for the Fund’s expenses and the Fund assumes and shall pay or cause to be paid all of its expenses, including including, without limitation: organizational and offering expenses (including without limitation out-of-pocket expenses, but not overhead or employee costs of the AdviserAdvisor); expenses for legal, accounting and auditing services (including expenses of legal counsel to the Trustees who are not interested persons (as defined in the 0000 1000 Xxx) of the Fund or the AdviserAdvisor); taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); costs of valuation service providers retained by the Fund or the AdviserAdvisor; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000 1000 Xxx) of the Fund or the Adviser Advisor and of any other trustees or members of any advisory board or committee who are not employees of the Adviser Advisor or any corporate affiliate of the AdviserAdvisor; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including including, without limitation limitation, insurance premiums on property or personnel (including including, without limitation limitation, officers and Trustees) of the Fund which inure to its benefit); interest; brokerage costs (including including, without limitation limitation, brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); any costs and expenses associated with or related to due diligence performed with respect to the Fund’s offering of its shares, including, but not limited to, costs associated with or related to due diligence activities performed by, on behalf of, or for the benefit of broker-dealers, registered investment advisers, distribution platforms and third-party due diligence providers, to the extent contemplated in the Fund’s distribution plan; the Fund’s proportionate share of expenses related to co-investments; broken deal expenses (including, without limitation, research costs, fees and expenses of legal, financial, accounting, consulting or other advisers (including the Advisor or its affiliates) in connection with conducting due diligence or otherwise pursuing a particular non-consummated transaction, fees and expenses in connection with arranging financing for a particular non-consummated transaction, travel costs, deposits or down payments that are forfeited in connection with, or amounts paid as a penalty for, a particular non-consummated transaction and other expenses incurred in connection with activities related to a particular non-consummated transaction); all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including including, without limitation limitation, legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” 2 hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser Advisor or its affiliates) and all other charges and costs of the Fund’s operations. .
(b) The Fund shall reimburse the Adviser Advisor or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser Advisor or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser Advisor shall keep and supply to the Fund reasonable records of all such expenses.
Appears in 1 contract
Samples: Investment Advisory Agreement (Calamos-Avenue Opportunities Fund)
Fund Expenses. Except as otherwise provided in this Agreement or by law, the Adviser shall not be responsible for the Fund’s expenses and the Fund assumes and shall pay or cause to be paid all of its expenses, including without limitation: organizational and offering expenses (including without limitation out-of-pocket expenses, but not overhead or employee costs of the Adviser); expenses for legal, accounting and auditing services (including expenses of legal counsel to the Trustees who are not interested persons (as defined in the 0000 Xxx1940 Act) of the Fund or the Adviser); taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000 Xxx1940 Act) of the Fund or the Adviser and of any other trustees or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including without limitation insurance premiums on property or personnel (including without limitation officers and Trustees) of the Fund which inure to its benefit); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s operations. The Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expenses.
Appears in 1 contract
Samples: Investment Advisory Agreement (MA Specialty Credit Income Fund)
Fund Expenses. Except as otherwise provided in this Agreement or by law, the Adviser shall not be responsible for the Fund’s expenses and the Each Fund assumes and shall pay or cause to be paid all of its own expenses and its allocable share of Trust expenses incurred in managing its portfolio of Securities, including all commissions, mark-xxx, transfer fees, registration fees, ticket charges, transfer taxes, custodian fees, legal fees for review of transactions or issues and similar expenses. Each Fund will also pay its allocable share of such extraordinary expenses as may arise including expenses incurred in connection with litigation, proceedings, and claims and the legal obligations of the Trust/Corporation to indemnify its officers and Trustees/Directors and agents with respect thereto. Each Fund will promptly reimburse FGIM for any such expense to the extent advanced by FGIM. In no event will FGIM have any obligation to pay any of the Funds' expenses, including without limitation: organizational , the expenses of organizing the Trust and offering continuing its existence; fees and expenses (including without limitation out-of-pocket expenses, but not overhead or employee costs of Trustees and officers of the Adviser)Trust; fees for administrative personnel and services; expenses for legalincurred in the distribution of its shares ("Shares"), accounting and auditing services (including expenses of legal counsel to administrative support services; fees and expenses of preparing and printing its Registration Statements under the Trustees who are not interested persons (as defined in Securities Act of 1933 and the 0000 Xxx) 1940 Act; expenses of registering and qualifying the Trust, the Funds, and Shares of the Fund or the Adviser)Funds under federal and state laws and regulations; taxes expenses of preparing, printing, and distributing prospectuses (and any amendments thereto) to shareholders; interest expense, taxes, fees, and commissions of every kind; expenses of issue (including without limitation securities cost of Share certificates), purchase, repurchase, and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federal, State or other governmental agencies and associated filing costs)redemption of Shares; dues charges and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents agents, shareholder servicing agents, and dividend reinvestment plan agents (including under the custodyregistrars; printing and mailing costs, administration and other agreements); costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio pricing services to a pricing agentauditing, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees accounting, and legal fees expenses; reports to shareholders and disbursements of counsel)governmental officers and commissions; fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses meetings of Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or the Adviser and of any other trustees or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetingsand proxy solicitations therefor; insurance (expenses; association membership dues and such nonrecurring items as may arise, including without limitation insurance premiums on property or personnel (including without limitation officers and Trustees) of the Fund which inure to its benefit); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims losses and liabilities incurred in administering the Trust/Corporation and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s operations. The Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expensesFunds.
Appears in 1 contract
Fund Expenses. Except as otherwise provided in Subject to the limitations described below, the Trust agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement or by lawis terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the Adviser preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Trust’s legal counsel, independent public or certified public accountants and other Advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Trust shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of personnel of the Advisor and the Co-Advisor in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisers with respect to the offering of the Offered Shares; and (h) the performance of the Trust’s other obligations hereunder. Notwithstanding the foregoing, the Advisor and not the Trust shall be responsible for the Fundcosts and expenses described in this Section 3.1 to the extent that payment of such expenses would cause the aggregate of the Trust’s expenses and the Fund assumes and shall pay or cause to be paid all of its expenses, including without limitation: organizational “organization and offering expenses (including without limitation out-of-pocket expenses, but not overhead or employee costs of the Adviser); expenses for legal, accounting and auditing services (including expenses of legal counsel to the Trustees who are not interested persons (” as defined in the 0000 Xxx) Prospectus to exceed 1.0% of the Fund or gross proceeds from the Adviser); taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues sale of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or the Adviser and of any other trustees or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including without limitation insurance premiums on property or personnel (including without limitation officers and Trustees) of the Fund which inure to its benefit); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s operations. The Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expensesShares.
Appears in 1 contract
Samples: Dealer Manager Agreement (NorthStar Real Estate Capital Income Fund)
Fund Expenses. Except as otherwise provided in this Agreement or by law, the Adviser The Sub-Administrator shall not be responsible for expenses of HighMark or the Fund’s expenses and the Fund assumes and shall pay or cause Trust unless specifically agreed to be paid all of its expensesherein, including including, without limitation: organizational costs; taxes; expenses for legal and offering auditing services; the expenses of preparing (including without limitation typesetting), printing and mailing reports, prospectuses, statements of additional information, proxy solicitation material, shareholder statements, confirmations and notices to existing shareholders (including any fees charged by Automated Data Processing, Inc. with respect to mailing any such materials to beneficial shareholders); all expenses incurred in connection with issuing and redeeming Shares; the costs of pricing services; the costs of custodial services; the cost of initial and ongoing registration of the Shares under Federal and state securities laws; bank service charges; rating agency fees; NSCC trading charges; fees and out-of-pocket expenses, but not overhead or employee costs of the Adviser); expenses for legal, accounting and auditing services (including expenses of legal counsel to the Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or the Adviser); taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested affiliated persons (as defined in the 0000 Xxx) of the Fund Sub-Administrator or the Adviser and HighMark or any affiliated person of any other trustees or members of any advisory board or committee who are not employees an affiliated person of the Adviser Sub-Administrator or any corporate affiliate of HighMark; the Adviser; salaries of shareholder relations personnel; costs of shareholders Trustees' meetings; insurance (including without limitation insurance premiums on property or personnel (including without limitation officers and Trustees) of the Fund which inure to its benefit)insurance; interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fundcosts; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims nonrecurring expenses; and liabilities all fees and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the cost charges of any valuation service provider engaged on the Fund’s behalf or with respect providers to the Fund’s assets (including engagement Trust other than service providers with whom the Sub-Administrator has entered into a sub-contracting arrangement for the provision of such valuation service provider by services the Adviser or its affiliates) and all other charges and costs of Sub-Administrator is obligated to provide hereunder. HighMark shall request the Fund’s operations. The Fund shall Trust to reimburse the Adviser or Sub-Administrator for its affiliates for any reasonable out-of-pocket copying, postage, telephone, fax expenses and similar types of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or Sub-Administrator in the performance of its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expensesduties.
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Fund Expenses. Except as otherwise provided in this Agreement or by law, the Adviser shall not be A Fund is responsible for and has assumed the Fund’s expenses and the Fund assumes and shall pay or cause to be paid all obligation for payment of its expenses, other than as stated in this Agreement, including without limitationbut not limited to: organizational fees and offering expenses (including without limitation out-of-pocket expenseslegal fees) incurred in connection with the issuance, but not overhead or employee costs registration (and maintenance of registration) and transfer of its shares; commissions, spreads, fees and other expenses connected with the acquisition, holding, disposition of securities and other investments including placement and similar fees in connection with direct placements entered into on behalf of the Adviser)Fund; expenses for legal, accounting and auditing services (including all expenses of legal counsel to transfer, receipt, safekeeping, servicing and accounting for the Trustees who are not interested persons (as defined in cash, securities and other property of the 0000 Xxx) Trust for the benefit of the Fund or the Adviser)including all fees and expenses of its custodian, shareholder services agent and accounting services agent; taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and all expenses incurred in connection with membership in investment company organizations (including without limitation membership dues of the Investment Company Institute)borrowings; dividend expenses related to short sales; costs and expenses of printing pricing and distributing shareholder reports, proxy materials, prospectuses, stock certificates calculating its daily net asset value and distribution of dividends; charges maintaining its books of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including account required under the custody, administration and other agreements)1940 Act; costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio pricing services to a pricing agenttaxes, if any; registration and filing fees its portion of expenditures in connection with meetings of the Commission Board that are properly payable by the Fund; its allocable portion of expenditures in connection with meetings of shareholders as determined by the Board; its allocable portion of salaries and various states expenses, if any, of officers of the Trust other than officers and other jurisdictions employees of U.S. Bancorp Fund Services, LLC or any duly appointed successor (including filing fees and legal fees and disbursements of counselthe “Administrator”) (except the Trust’s Chief Compliance Officer if determined to be appropriate by the Board); its allocable portion of fees and expenses of registering or qualifying securities members of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or the Adviser and of any other trustees Board or members of any advisory board or committee who are not employees members of, affiliated with or interested persons of the Adviser or any corporate affiliate the Administrator; its allocable portion of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including without limitation Trust’s insurance premiums on property or personnel (including without limitation officers and Trustees) of the Fund which inure to its benefit); interest; brokerage costs (, including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase programliability and fidelity bond insurance; the cost of making investments (including third-party fees preparing and printing reports, proxy statements, the Prospectus of the Fund or other communications for distribution to existing shareholders; its allocable portion of the Trust’s legal, auditing and accounting fees; its allocable portion of the Trust’s trade association dues or educational program expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider determined appropriate by the Adviser or its affiliates) Board; all expenses of maintaining and servicing shareholder accounts of the Fund maintained with the Trust’s transfer agent, including all charges for transfer, shareholder recordkeeping, distribution disbursing, redemption; and all other charges and costs of the Fund’s operations. The Fund shall reimburse the Adviser or its affiliates for operation plus any extraordinary and non-recurring expenses of the Fund including litigation, proceedings, claims and indemnification obligations to its directors, officers, service providers and shareholders, except as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expensesherein otherwise prescribed.
Appears in 1 contract
Fund Expenses. Except as otherwise provided in this Agreement or by law, the Adviser shall not be responsible for the Fund’s expenses and the Fund assumes and shall pay or cause to be paid all of its expenses, including without limitation: organizational and offering expenses (including without limitation out-of-pocket expenses, but not overhead or employee costs of the Adviser); expenses for legal, accounting and auditing services (including expenses of legal counsel to the Trustees who are not interested persons (as defined in the 0000 Xxx1940 Act) of the Fund or the Adviser); taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000 Xxx1940 Act) of the Fund or the Adviser and of any other trustees or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including without limitation insurance premiums on property or personnel (including without limitation officers and Trustees) of the Fund which inure to its benefit); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s operations. The Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expenses.
Appears in 1 contract
Samples: Investment Advisory Agreement (Carlyle Tactical Private Credit Fund)
Fund Expenses. Except as otherwise provided in this Agreement or by law, the Adviser The Fund shall not be responsible for pay all of the Fund’s pro rata share (calculated in accordance with Sections 2.8 (Parallel Vehicles) and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred costs and expenses and of the Fund assumes other than General Partner Expenses (in each case, to the extent not reimbursed by a Portfolio Company), as follows (“Fund Expenses”): liquidation expenses of the Fund; sales, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with the purchase or sale of securities; costs and shall pay expenses of (i) hosting annual or cause to be paid all special meetings of its expensesthe Advisory Committee and any other expenses properly incurred by or on behalf of the Advisory Committee in accordance with Article 13 (Advisory Committee), including without limitation: organizational and offering (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including without limitation any associated shipping costs), and any other out-of-pocket expenses, but not overhead or employee expense (except for the costs of entertainment, including speaker fees) incurred by the AdviserFund, the General Partner or the Fund Manager in connection with such conferences or meetings or preparation thereof; expenses associated with preparation of the Fund’s financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reports, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses for legal, accounting and auditing services (including expenses of legal counsel to the Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of the AdviserFund and its Partners); taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federalinterest expense for Credit Facilities; fees, State or other governmental agencies and associated filing costs); dues costs and expenses incurred in connection with membership in investment company organizations the investigation, evaluation, diligence (including without limitation membership dues the costs of background checks and consultants providing specialized services not ordinarily provided by the Investment Company InstituteGeneral Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents expenses (including under the custodyattorneys’ fees) relating to litigation and threatened litigation, administration and investigation or other agreements); costs of valuation service providers retained by Proceeding involving the Fund or the Adviserany Portfolio Investment, including indemnification expenses; payment for portfolio pricing services fees, costs and expenses attributable to a pricing agentnormal and extraordinary banking, if any; registration and filing fees of the Commission and various states and other jurisdictions investment banking, commercial banking (including filing but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements of counsel); incurred for regular maintenance or to amend this Agreement, except as otherwise provided, fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges incurred in connection with the shipment negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, registration and other professional services provided to the Fund’s portfolio securities; fees reasonable premiums for liability insurance to protect the Fund and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses of Trustees who are not interested persons (as defined in the 0000 Xxx) incurred or related to audits of the Fund or the Adviser and of any other trustees or members of any advisory board or committee who are conducted by regulatory bodies, including but not employees of the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including without limitation insurance premiums on property or personnel (including without limitation officers and Trustees) of the Fund which inure limited to its benefit); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party completing tax authority audits and fees and expenses with respect incurred for assistance in responding to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof)audits; the cost of any valuation service provider engaged on the Fund’s behalf or with respect Management Fee; and Organizational Expenses to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s operations. The Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically extent provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expensesSection 2.5.3.
Appears in 1 contract
Samples: Limited Partnership Agreement
Fund Expenses. Except as otherwise provided in this Agreement Agreement, the Prospectus, by law or by lawin any agreement limiting such expenses, the Adviser shall not be responsible for the Fund’s expenses and the Fund assumes and shall pay or cause to be paid all of its expenses, including without limitation: corporate, organizational and offering costs relating to offerings of shares; the cost of calculating the net asset value of shares, including the cost of any third-party pricing or valuation services; the cost of effecting sales and repurchases of Shares and other securities; the investment management fee and any performance fee and/or reimbursable pass-through expense, each pursuant to paragraph “5” hereof; the Distribution Fee and/or Shareholder Servicing Fee, each as defined in the Fund’s registration statement; investment related expenses (including without limitation oute.g., expenses that, in the Adviser’s discretion, are related to the investment of the Fund’s assets, whether or not such investments are consummated), including, as applicable, brokerage commissions, borrowing charges on securities sold short, clearing and settlement charges, recordkeeping, interest expense, line of credit fees, dividends on securities sold but not yet purchased, margin fees, investment related travel and lodging expenses and research-of-pocket related expenses, but not overhead or employee costs of the Adviser); expenses for legalprofessional fees relating to investments, accounting and auditing services (including expenses of legal counsel consultants, investment bankers, attorneys, accountants and other experts; transfer agent and custodial fees; Distributor (as such term is defined in the Fund’s registration statement) costs; fees and expenses associated with marketing efforts; federal and any state registration or notification fees; federal, state and local taxes; costs incident to payment of dividends or distributions by the Fund; costs associated with the Fund’s share repurchase program; fees and expenses of Trustees who are not “interested persons persons” (as defined in the 0000 Xxx1940 Act) of the Fund or the Adviser); taxes (Fund, including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations organizations; the costs of preparing, printing and mailing reports and other communications, including repurchase offer correspondence or similar materials, to shareholders; fidelity bond, Trustees and officers errors and omissions liability insurance and other insurance premiums; broken deal expenses (including, without limitation, research costs, fees and expenses of legal, financial, accounting, consulting or other advisors in connection with conducting due diligence or otherwise pursuing a particular non-consummated transaction); legal expenses (including without limitation membership dues of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of those expenses associated with preparing the Fund’s custodians public filings, attending and sub-custodianspreparing for Board meetings, administrators as applicable, and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); costs of valuation service providers retained by generally serving as counsel to the Fund or the Adviser; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not “interested persons persons” (as defined in the 0000 Xxx1940 Act) of the Fund or the Adviser and of any other trustees or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the AdviserFund); salaries of shareholder relations personnel; costs of shareholders meetings; insurance external accounting expenses (including without limitation insurance premiums on property or personnel (including without limitation officers but not limited to fees and Trustees) disbursements and expenses related to the annual audit of the Fund which inure to its benefitand the preparation of the Fund’s tax information); interestany costs and expenses associated with or related to due diligence performed with respect to the Fund’s offering of its shares, including, but not limited to, costs associated with or related to due diligence activities performed by, on behalf of, or for the benefit of broker-dealers, registered investment advisors and third-party due diligence providers; brokerage costs (associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including without limitation brokers’ commissions or transactions costs chargeable to compliance with The Sxxxxxxx-Xxxxx Act of 2002; all other expenses incurred by the Fund in connection with portfolio securities transactions to which the Fund is a party); administering the Fund’s proportionate share of business, including expenses related to co-investments; all expenses incident to by the payment of any dividend, distribution Administrator (including any dividend or distribution program), withdrawal or redemption, whether as such term is defined in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investmentsregistration statement) purchased or sold for performing administrative services for the Fund, subject to the terms of the Administration Agreement (as such term is defined in the Fund’s registration statement); litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification related thereto) expenses as provided for in the Fund’s organizational documents (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s operations. The Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expenses.
Appears in 1 contract
Samples: Investment Management Agreement (Wellington Global Multi-Strategy Fund)
Fund Expenses. Except as otherwise provided in this Agreement or by law, the Adviser shall not be responsible for the Fund’s expenses and the Each Fund assumes and shall pay or cause to be paid all of its own expenses and its allocable share of Trust expenses incurred in managing its portfolio of Securities, including all commissions, xxxx-ups, transfer fees, registration fees, ticket charges, transfer taxes, custodian fees and similar expenses. Each Fund will also pay its allocable share of such extraordinary expenses as may arise including expenses incurred in connection with litigation, proceedings, and claims and the legal obligations of the Trust to indemnify its officer and Trustees and agents with respect thereto. Each Fund will promptly reimburse FIMCO for any such expense to the extent advanced by FIMCO. In no event will FIMCO have any obligation to pay any of the Funds' expenses, including without limitation: organizational , the expenses of organizing the Trust and offering continuing its existence; fees and expenses (including without limitation out-of-pocket expenses, but not overhead or employee costs of Trustees and officers of the Adviser)Trust; fees for administrative personnel and services; expenses for legalincurred in the distribution of its shares ("Shares"), accounting and auditing services (including expenses of legal counsel to administrative support services; fees and expenses of preparing and printing its Registration Statements under the Trustees who are not interested persons (as defined in Securities Act of 1933 and the 0000 Xxx) 1940 Act; expenses of registering and qualifying the Trust, the Funds, and Shares of the Fund or the Adviser)Funds under federal and state laws and regulations; taxes expenses of preparing, printing, and distributing prospectuses (and any amendments thereto) to shareholders; interest expense, taxes, fees, and commissions of every kind; expenses of issue (including without limitation securities cost of Share certificates), purchase, repurchase, and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federal, State or other governmental agencies and associated filing costs)redemption of Shares; dues charges and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents agents, shareholder servicing agents, and dividend reinvestment plan agents (including under the custodyregistrars; printing and mailing costs, administration and other agreements); costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio pricing services to a pricing agentauditing, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees accounting, and legal fees expenses; reports to shareholders and disbursements of counsel)governmental officers and commissions; fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses meetings of Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or the Adviser and of any other trustees or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetingsand proxy solicitations therefor; insurance (expenses; association membership dues and such nonrecurring items as may arise, including without limitation insurance premiums on property or personnel (including without limitation officers and Trustees) of the Fund which inure to its benefit); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims losses and liabilities incurred in administering the Trust and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s operations. The Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expensesFunds.
Appears in 1 contract
Fund Expenses. Except as otherwise provided in this Agreement or by law, the Adviser shall not be responsible for the Fund’s expenses and the The Fund assumes and shall pay or cause to be paid all expenses of its expensesthe Fund, including including, without limitation: organizational (a) all costs and expenses incident to any public offering of securities of the Fund, for cash or otherwise, including those relating to the registration of its securities under the Securities Act of 1933, as amended, and any qualification or notification of sale of its securities under state securities laws; (b) the charges and expenses of any custodian appointed by the Fund for the safekeeping of its cash, portfolio securities and other property; (c) the charges and expenses of independent accountants; (d) the charges and expenses of stock transfer and dividend disbursing agent or agents and registrar or registrars appointed by the Fund; (e) the charges and expenses of any administrator or accounting or sub-accounting agent appointed by the Fund to provide accounting or administration services to the Fund; (f) brokerage commissions, dealer spreads, and other costs incurred in connection with proposed or consummated portfolio securities transactions; (g) all taxes, including without limitation out-of-pocket expensessecurities issuance and transfer taxes, but and corporate fees payable by the Fund to federal, state, local or other governmental agencies; (h) the cost and expense of engraving printing and issuing certificates representing securities of the Fund; (i) fees involved in registering and maintaining registrations of the Fund and of its securities with the Securities and Exchange Commission and in various state and other jurisdictions; (j) all expenses of shareholders and directors meetings, and of preparing, printing and mailing proxy statements and reports to shareholders; (k) fees and expenses of directors of the Fund who are not overhead or employee costs “affiliated persons” of the Adviser); (l) all fees and expenses for legal, accounting incident to any dividend reinvestment or distribution program; (m) charges and auditing services (including expenses of legal counsel to the Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or the Adviser); taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges “independent directors” of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents ; (including under the custody, administration and other agreements)n) trade association dues; costs of valuation service providers retained by the (o) interest payable on Fund borrowings; (p) any public relations or the Advisershareholder relations expense; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the various states; q) fees and expenses incident to the listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000 Xxx) securities of the Fund or the Adviser on any securities exchange; (r) premiums for a fidelity bond and of any other trustees or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetings; errors and omissions insurance (including without limitation insurance premiums on property or personnel (including without limitation officers and Trustees) of the Fund which inure to its benefit); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for maintained by the Fund; litigation and (s) any other ordinary or extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s operations. The Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or Fund in the course of its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expensesbusiness.
Appears in 1 contract
Samples: Investment Advisory and Management Agreement (TCW Strategic Income Fund Inc)
Fund Expenses. Except as otherwise provided Each Fund shall pay all expenses not expressly assumed by the Adviser which may be incurred in this Agreement or by lawconnection with such Fund's operations and the offering of its shares. Such expenses shall include, but are not limited to, the Adviser shall not be responsible following (or each Fund's proportionate share of the following):
(a) Charges and expenses of any custodian, sub-custodian, or depository appointed by the Company for the Fund’s expenses and the Fund assumes and shall pay or cause to be paid all of its expenses, including without limitation: organizational and offering expenses (including without limitation out-of-pocket expenses, but not overhead or employee costs safekeeping of the Adviser); expenses cash, portfolio securities and other property of the Company and each Fund and for legal, accounting keeping any books of account;
(b) Charges and auditing services (including expenses of legal counsel to any shareholder servicing agent, transfer or dividend disbursing agent, any registrar or any agent appointed by the Trustees who are not interested persons (as defined in Company for a Fund, and any outside service used for the 0000 Xxx) pricing of the any assets held by any Fund or the Adviser); taxes calculation of net asset value of the shares of any Fund;
(c) Brokerage commissions and dealer markups and other costs in connection with the purchase or sale of securities for a Fund;
(d) Taxes, including without limitation securities and commodities issuance and transfer taxes) , and governmental fees (including without limitation any other fees payable by the Fund to Federalfederal, State state or other governmental agencies agencies;
(e) Insurance premiums attributable to a Fund on property and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations personnel (including without limitation membership dues officers and Directors) of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents which inure to its benefit;
(including under the custody, administration and other agreements); costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees f) Compensation and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or the Adviser and of any other trustees Directors or members of any advisory board or committee of the Board of Directors who are not employees deemed to be interested persons of the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetings; insurance Company;
(including without limitation insurance premiums on property or personnel (including without limitation officers g) Legal fees, disbursements and Trustees) of the Fund which inure to its benefit); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund filing fees in connection with portfolio the registration or qualification of the Company and of the shares of common stock issued by the Company with respect to each Fund under federal and state securities transactions laws;
(h) All expenses associated with preparing registration statements and preparing, printing and mailing prospectuses, shareholder reports, proxy statements and other shareholder communications to which current shareholders;
(i) All expenses of meetings of shareholders of the Company with respect to such Fund is a party); called by the Board of Directors;
(j) All expenses of regular or special meetings of the Board of Directors or of any advisory board or committee of the Board of Directors;
(k) Interest payable on borrowings by any Fund’s proportionate share of expenses related to co-investments; all ;
(l) All expenses incident to the payment of any dividend, distribution (including any dividend or distribution program)distribution, withdrawal or redemption, whether redemption in shares or in cash; the costs associated connection with the Company or any Fund’s share repurchase program; the cost of making investments ;
(including third-party fees m) Fees and expenses of independent accountants to the Company;
(n) Charges and expenses of legal counsel, including counsel, if any, to the Directors of the Company who are not interested persons of the Company;
(o) All expenses attributable to underwriting and distributing shares of common stock issued by the Company with respect to each Fund;
(p) Dues or associated other fees in connection with negotiating any such investmentsmembership in the Investment Company Institute or other similar organizations;
(q) purchased or sold for the Fund; litigation and other Any extraordinary or non-recurring expenses (including without limitation including, but not limited to, legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets and
(including engagement of such valuation service provider by the Adviser or its affiliatesr) and all All other charges and costs expenses relating to the operation of the Fund’s operations. The Company or any Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically unless otherwise explicitly provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expensesherein.
Appears in 1 contract
Samples: Investment Advisory Agreement (Guardian Stock Fund Inc)
Fund Expenses. Except as otherwise provided in this Agreement or by law, the Adviser shall not be responsible for the Fund’s expenses and the Fund assumes and shall pay or cause to be paid all of its expenses, including without limitation: organizational and offering expenses (including without limitation out-of-pocket expenses, but not overhead or employee costs of the Adviser); expenses for legal, accounting and auditing services (including expenses of legal counsel to the Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or the Adviser); taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); fees and expenses associated with marketing and distribution efforts; fees and expenses paid to agents and intermediaries for sub-transfer agency, sub-accounting and other shareholder services on behalf of shareholders of the Fund held through omnibus and networked, record shareholder accounts; costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to qualifying and listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or the Adviser and of any other trustees or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including without limitation insurance premiums on property or personnel (including without limitation officers and Trustees) of the Fund which inure to its benefit); any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the benefit of the Fund (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems, general ledger or portfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the compensation of the Fund’s Chief Compliance Officer and the salary of any compliance personnel of the Adviser and its affiliates who provide compliance-related services to the Fund, provided such salary expenses are properly allocated between the Fund and other affiliates, as applicable, and any costs associated with the monitoring, testing and revision of the Fund’s compliance policies and procedures required by Rule 38a-1 under the 1940 Act; the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s operations. The Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expenses.
Appears in 1 contract
Samples: Transaction Agreement (Vertical Capital Income Fund)
Fund Expenses. Except as otherwise provided in this Agreement or by law, the Adviser shall not be Each Fund is responsible for and has assumed the Fund’s expenses and the Fund assumes and shall pay or cause to be paid all obligation for payment of its expenses, other than as stated in this Agreement, including without limitationbut not limited to: organizational fees and offering expenses (including without limitation out-of-pocket expenseslegal fees) incurred in connection with the issuance, but not overhead or employee costs registration (and maintenance of registration) and transfer of its shares; commissions, spreads, fees and other expenses connected with the acquisition, holding, disposition of securities and other investments including placement and similar fees in connection with direct placements entered into on behalf of the Adviser)Fund; expenses for legal, accounting and auditing services (including all expenses of legal counsel to transfer, receipt, safekeeping, servicing and accounting for the Trustees who are not interested persons (as defined in cash, securities and other property of the 0000 Xxx) Trust for the benefit of the Fund or the Adviser)including all fees and expenses of its custodian, shareholder services agent and accounting services agent; taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and all expenses incurred in connection with membership in investment company organizations (including without limitation membership dues of the Investment Company Institute)borrowings; dividend expenses related to short sales; costs and expenses of printing pricing and distributing shareholder reports, proxy materials, prospectuses, stock certificates calculating its daily net asset value and distribution of dividends; charges maintaining its books of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including account required under the custody, administration and other agreements)1940 Act; costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio pricing services to a pricing agenttaxes, if any; registration and filing fees its portion of expenditures in connection with meetings of the Commission Board that are properly payable by the Fund; its allocable portion of expenditures in connection with meetings of shareholders as determined by the Board; its allocable portion of salaries and various states expenses, if any, of officers of the Trust other than officers and other jurisdictions employees of U.S. Bancorp Fund Services, LLC or any duly appointed successor (including filing fees and legal fees and disbursements of counselthe “Administrator”) (except the Trust’s Chief Compliance Officer if determined to be appropriate by the Board); its allocable portion of fees and expenses of registering or qualifying securities members of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or the Adviser and of any other trustees Board or members of any advisory board or committee who are not employees members of, affiliated with or interested persons of the Adviser or any corporate affiliate the Administrator; its allocable portion of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including without limitation Trust’s insurance premiums on property or personnel (including without limitation officers and Trustees) of the Fund which inure to its benefit); interest; brokerage costs (, including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase programliability and fidelity bond insurance; the cost of making investments (including third-party fees preparing and printing reports, proxy statements, the Prospectus of the Fund or other communications for distribution to existing shareholders; its allocable portion of the Trust’s legal, auditing and accounting fees; its allocable portion of the Trust’s trade association dues or educational program expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider determined appropriate by the Adviser or its affiliates) Board; all expenses of maintaining and servicing shareholder accounts of the Fund maintained with the Trust’s transfer agent, including all charges for transfer, shareholder recordkeeping, distribution disbursing, redemption; and all other charges and costs of the Fund’s operations. The Fund shall reimburse the Adviser or its affiliates for operation plus any extraordinary and non-recurring expenses of the Fund including litigation, proceedings, claims and indemnification obligations to its directors, officers, service providers and shareholders, except as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expensesherein otherwise prescribed.
Appears in 1 contract
Samples: Investment Advisory Agreement (Matrix Advisors Funds Trust)
Fund Expenses. Except as otherwise provided in this Agreement or by law, the Adviser Advisor shall not be responsible for the Fund’s expenses and the Fund assumes and shall pay or cause to be paid all of its expenses, including including, without limitation: organizational and offering expenses (including including, without limitation limitation, out-of-pocket expenses, but not overhead or cost of employee costs compensation of the AdviserAdvisor); expenses for legal, compliance, tax, accounting and auditing services (including expenses of legal counsel or other advisors to the Trustees who are not interested persons (as defined in the 0000 1000 Xxx) of the Fund or the AdviserAdvisor); taxes (including including, without limitation limitation, securities and commodities issuance and transfer taxes) and governmental fees (including including, without limitation limitation, fees payable by the Fund to Federal, State or other governmental agencies and associated filing costs); cost of technology directly incurred in connection with fund operations; dues and expenses incurred in connection with membership in investment company organizations (including including, without limitation limitation, membership dues of the Investment Company Institute); expenses incurred by the Advisor and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Company, news and quotation subscriptions, and market and industry research; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; expenses incurred in arranging financings and borrowing facilities for the Fund; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); costs of valuation service providers retained by the Fund or the AdviserInvestment Advisor; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Securities and Exchange Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000 1000 Xxx) of the Fund or the Adviser Investment Advisor and of any other trustees or members of any advisory board or committee who are not employees of the Adviser Investment Advisor or any corporate affiliate of the AdviserInvestment Advisor; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including including, without limitation limitation, insurance premiums on property or personnel (including including, without limitation limitation, officers and Trustees) of the Fund which inure to its benefit); interest; brokerage costs (including including, without limitation limitation, brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; broken deal expenses (including, without limitation, research costs, fees and expenses of legal, financial, accounting, consulting or other advisors (including the Investment Advisor or its affiliates) in connection with conducting due diligence or otherwise pursuing a particular non-consummated transaction, fees and expenses in connection with arranging financing for a particular non-consummated transaction, travel costs, deposits or down payments that are forfeited in connection with, or amounts paid as a penalty for, a particular non-consummated transaction and other expenses incurred in connection with activities related to a particular non-consummated transaction); all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including including, without limitation limitation, legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s operations. The Fund shall reimburse the Adviser Advisor or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser Advisor or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser Advisor shall keep and supply to the Fund reasonable records of all such expenses.
Appears in 1 contract
Samples: Investment Advisory Agreement (Franklin BSP Private Credit Fund)
Fund Expenses. Except as otherwise provided in this Agreement or by law, the Adviser shall not be responsible for the Fund’s expenses and the The Fund assumes and shall pay or cause to be paid all expenses of its expensesthe Fund, including including, without limitation: organizational (a) all costs and expenses incident to the public offering of securities of the Fund, including those relating to the issuance and registration of its securities under the Securities Act of 1933, as amended, and any filings required under state securities laws and any fees payable in connection therewith; (b) the charges and expenses of any custodian appointed by the Fund for the safekeeping of the cash, portfolio securities and other property of the Fund; (c) the charges and expenses of independent accountants; (d) the charges and expenses of stock transfer and dividend disbursing agent or agents and registrar or registrars appointed by the Fund; (e) the charges and expenses of any accounting or subaccounting agent appointed by the Fund to provide accounting services; (f) brokerage commissions, dealer spreads, and other costs incurred in connection with proposed or consummated portfolio securities transactions; (g) all taxes, including without limitation out-of-pocket expensessecurities issuance and transfer taxes, but and corporate fees payable by the Trust to federal, state, local or other governmental agencies; (h) the cost and expense of printing and issuing certificates representing securities of the Trust; (i) fees involved in registering and maintaining registrations of the Trust under the 1940 Act; (j) all expenses of shareholders’ and trustees’ meetings, and of preparing, printing and mailing proxy, prospectuses and statements of additional information of the Funds or other communications for distribution to existing shareholders; (k) fees and expenses of trustees of the Trust who are not overhead officers or employee costs employees of the Adviser); (1) all fees and expenses for legal, accounting incident to the Fund’s dividend reinvestment plan; (m) charges and auditing services (including expenses of legal counsel to the Trustees who are independent trustees and to the Trust (n) charges and expenses of legal counsel related to a transaction for the benefit of the Fund; (o) trade association dues; (p) interest payable on Fund borrowings; (q) any shareholder relations expense; (r) premiums for a fidelity bond and any errors and omissions insurance maintained by the Fund; and (s) any other ordinary or extraordinary expenses (including litigation expenses not interested persons (as defined incurred in the 0000 XxxFund’s ordinary course of business) of the Fund or the Adviser); taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable incurred by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing course of its business. To the Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or extent the Adviser and incurs any costs by assuming expenses which are an obligation of any other trustees or members of any advisory board or committee who are not employees of a Fund as set forth herein, such Fund shall promptly reimburse the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel; for such costs of shareholders meetings; insurance (including without limitation insurance premiums on property or personnel (including without limitation officers and Trustees) of the Fund which inure to its benefit); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable expenses, except to the Fund in connection with portfolio securities transactions extent the Adviser has otherwise agreed to bear such expenses. To the extent the services for which the Fund is a party); obligated to pay are performed by the Fund’s proportionate share of expenses related Adviser, the Adviser shall be entitled to co-investments; all expenses incident recover from the Fund to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs extent of the FundAdviser’s operations. The Fund shall reimburse the Adviser or its affiliates actual costs for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all providing such expensesservices.
Appears in 1 contract
