The Fund’s Responsibilities and Expenses Payable by the Fund. Subject to the limitations on reimbursement of the Administrator as set forth in Section 3 below, the Fund, either directly or through reimbursement to the Administrator or its affiliates, shall bear all costs and expenses of its operations and transactions, including (without limitation): expenses deemed to be “organization and offering expenses” of the Fund, which consists of costs incurred by the Administrator and its affiliates on behalf of the Fund for legal, accounting, printing and other offering expenses, including costs associated with technology integration between the Fund’s systems and those of its distribution partners; corporate and organizational expenses relating to offerings of the Fund’s Shares, subject to limitations included in this Agreement; the cost of calculating the Fund’s net asset value, including the cost of any third-party pricing or valuation services; the cost of effecting sales and repurchases of the Shares and other securities; investment advisory fees; distribution and/or shareholder servicing fees; investment-related expenses (e.g., expenses that, in the Administrator’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 expenses, dividends on securities sold but not yet purchased, margin fees, investment-related travel and lodging expenses and research-related expenses and other due diligence expenses; investment-related professional fees, including expenses of consultants, investment bankers, attorneys, accountants and other experts; fees and expenses relating to software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Administrator and any custodian or other agent engaged by the Fund; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and any state registration or notification fees; federal, state and local taxes; fees and expenses of trustees not also serving in an executive officer capacity for the Fund or the Administrator (or the Administrator’s affiliates); the costs of preparing, printing and mailing reports and other communications, including proxy, repurchase offer correspondence or similar materials, to Fund shareholders; fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; direct costs such as printing, mailing, long distance telephone and staff costs; legal expenses (including those expenses associated with preparing the Fund’s public filings, attending and preparing for Board meetings, as applicable, and generally serving as counsel to the Fund); external accounting expenses (including fees and disbursements and expenses related to the annual audit of the Fund and the preparation of the Fund’s tax information); costs associated with reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, as amended; all other expenses incurred by the Administrator or the Fund in connection with administering the Fund’s business, including expenses incurred by the Administrator in performing administrative services for the Fund and salaries and direct expenses of administrative personnel paid by the Administrator, to the extent they are not controlling persons of the Administrator or any of its affiliates; 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 expenses, including as provided for in the Declaration or Bylaws.
Appears in 6 contracts
Samples: Administration Agreement (FS Series Trust), Administration Agreement (FS Series Trust), Administration Agreement (FS Series Trust)
The Fund’s Responsibilities and Expenses Payable by the Fund. Subject to the limitations on reimbursement of the Administrator as set forth in Section 3 below, the Fund, either directly or through reimbursement to the Administrator or its affiliates, shall bear all costs and expenses of its operations and transactions, including (without limitation): expenses deemed to be “organization and offering expenses” of the Fund, which consists of costs incurred by the Administrator and its affiliates on behalf of the Fund for legal, accounting, printing and other offering expenses, including costs associated with technology integration between the Fund’s systems and those of its distribution partners; corporate and organizational expenses relating to offerings of the Fund’s Shares, subject to limitations included in this Agreement; the cost of calculating the Fund’s net asset value, including the cost of any third-party pricing or valuation services; the cost of effecting sales and repurchases of the Shares and other securities; investment advisory fees; distribution and/or shareholder servicing fees; investment-related expenses (e.g., expenses that, in the Administrator’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 expenses, dividends on securities sold but not yet purchased, margin fees, investment-related travel and lodging expenses and research-related expenses and other due diligence expenses; investment-related professional fees, including expenses of consultants, investment bankers, attorneys, accountants and other experts; fees and expenses relating to software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Administrator and any custodian or other agent engaged by the Fund; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and any state registration or notification fees; federal, state and local taxes; fees and expenses of trustees not also serving in an executive officer capacity for the Fund or the Administrator (or the Administrator’s affiliates); the costs of preparing, printing and mailing reports and other communications, including proxy, repurchase offer correspondence or similar materials, to Fund shareholders; fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; direct costs such as printing, mailing, long distance telephone and staff costs; legal expenses (including those expenses associated with preparing the Fund’s public filings, attending and preparing for Board meetings, as applicable, and generally serving as counsel to the Fund); external accounting expenses (including fees and disbursements and expenses related to the annual audit of the Fund and the preparation of the Fund’s tax information); costs associated with reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws, including compliance with the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, as amended; all other expenses incurred by the Administrator or the Fund in connection with administering the Fund’s business, including expenses incurred by the Administrator in performing administrative services for the Fund and salaries and direct expenses of administrative personnel paid by the Administrator, to the extent they are not controlling persons of the Administrator or any of its affiliates; 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 expenses, including as provided for in the Declaration or Bylaws.
Appears in 2 contracts
Samples: Administration Agreement (FS Series Trust), Form of Administration Agreement (FS Series Trust)
The Fund’s Responsibilities and Expenses Payable by the Fund. Subject to the limitations on reimbursement of the Administrator as set forth in Section 3 below, the Fund, either directly or through reimbursement to the Administrator or its affiliatesAdministrator, shall bear all costs and expenses of its operations and transactions, including (including, without limitation): : expenses deemed to be “organization and offering expenses” of the Fund, which consists consist of costs incurred by the Administrator and its affiliates on the Fund’s behalf of the Fund for legal, accounting, printing and other offering expenses, including costs associated with technology integration between the Fund’s systems and those of its distribution partnersselected broker-dealers, marketing expenses, salaries and direct expenses of the Administrator’s employees, employees of the Administrator’s affiliates and others while engaged in registering and marketing the Shares, which includes the development of marketing materials and marketing presentations and training and educational meetings and generally coordinating the marketing process for the Fund (for purposes of this Agreement, such expenses, exclusive of upfront selling commissions, upfront dealer manager fees and any discounts are hereinafter referred to as “Organization and Offering Expenses”); corporate and organizational expenses relating to offerings of the Fund’s Shares, subject to limitations included in this Agreement; the cost of calculating the Fund’s net asset value, including the cost of any third-party pricing or valuation services; the cost of effecting sales and repurchases of the Shares and other securities; investment advisory fees; distribution and/or shareholder servicing fees; investment-related expenses (e.g., expenses that, in the Administrator’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 expenses, dividends on securities sold but not yet purchased, margin fees, investment-related travel and lodging expenses and research-related expenses and other due diligence expenses; investment-related professional fees, including expenses of consultants, investment bankers, attorneys, accountants and other experts; fees and expenses relating to software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Administrator and any custodian or other agent engaged by the Fund; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and any state registration or notification fees; federal, state and local taxes; fees and expenses of trustees not also serving in an executive officer capacity for the Fund or Fund, the Administrator (or FS Global Credit Opportunities Fund, the Administrator’s affiliates)fund in which the Fund will invest substantially all of its assets; the costs of preparing, printing and mailing reports and other communications, including proxy, repurchase tender offer correspondence or similar materials, materials to Fund shareholders; fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; direct costs such as printing, mailing, long distance telephone and staff costs; overhead costs, including rent, office supplies, utilities and capital equipment; legal expenses (including those expenses associated with preparing the Fund’s public filings, attending and preparing for Board and committee meetings, as applicable, and generally serving as counsel to the Fund); external accounting expenses (including fees and disbursements and expenses related to the annual audit of the Fund and the preparation of the Fund’s tax information); costs associated with reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws, including compliance with the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, as amended; all other expenses incurred by the Administrator or the Fund in connection with administering the Fund’s business, including expenses incurred by the Administrator in performing administrative services for the Fund and salaries and direct expenses of administrative personnel paid by the Administrator, to the extent they are not controlling persons of the Administrator or any of its affiliates; 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 expenses, including expenses as provided for in the Declaration or the Bylaws. Notwithstanding the foregoing, the Fund shall not be liable for Organization and Offering Expenses to the extent that Organization and Offering Expenses, together with all prior Organization and Offering Expenses, exceed 1.0% of the aggregate proceeds from the offering of the Shares, after payment of upfront selling commissions and dealer manager fees.
Appears in 2 contracts
Samples: Administration Agreement (FS Global Credit Opportunities Fund-T2), Administration Agreement (FS Global Credit Opportunities Fund - T)
The Fund’s Responsibilities and Expenses Payable by the Fund. Subject to the limitations on reimbursement of the Administrator as set forth in Section 3 below, the Fund, either directly or through reimbursement to the Administrator or its affiliatesAdministrator, shall bear all costs and expenses of its operations and transactions, including (including, without limitation): : expenses deemed to be “organization and offering expenses” of the Fund, which consists consist of costs incurred by the Administrator and its affiliates on the Fund’s behalf of the Fund for legal, accounting, printing and other offering expenses, including costs associated with technology integration between the Fund’s systems and those of its distribution partnersselected broker-dealers, marketing expenses, salaries and direct expenses of the Administrator’s employees, employees of the Administrator’s affiliates and others while engaged in registering and marketing the Shares, which includes the development of marketing materials and marketing presentations and training and educational meetings and generally coordinating the marketing process for the Fund (for purposes of this Agreement, such expenses, exclusive of any discounts are hereinafter referred to as “Organization and Offering Expenses”); corporate and organizational expenses relating to offerings of the Fund’s Shares, subject to limitations included in this Agreement; the cost of calculating the Fund’s net asset value, including the cost of any third-party pricing or valuation services; the cost of effecting sales and repurchases of the Shares and other securities; investment advisory fees; distribution and/or shareholder servicing fees; investment-related expenses (e.g., expenses that, in the Administrator’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 expenses, dividends on securities sold but not yet purchased, margin fees, investment-related travel and lodging expenses and research-related expenses and other due diligence expenses; investment-related professional fees, including expenses of consultants, investment bankers, attorneys, accountants and other experts; fees and expenses relating to software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Administrator and any custodian or other agent engaged by the Fund; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and any state registration or notification fees; federal, state and local taxes; fees and expenses of trustees not also serving in an executive officer capacity for the Fund or Fund, the Administrator (or FS Global Credit Opportunities Fund, the Administrator’s affiliates)fund in which the Fund will invest substantially all of its assets; the costs of preparing, printing and mailing reports and other communications, including proxy, repurchase tender offer correspondence or similar materials, materials to Fund shareholders; fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; direct costs such as printing, mailing, long distance telephone and staff costs; overhead costs, including rent, office supplies, utilities and capital equipment; legal expenses (including those expenses associated with preparing the Fund’s public filings, attending and preparing for Board and committee meetings, as applicable, and generally serving as counsel to the Fund); external accounting expenses (including fees and disbursements and expenses related to the annual audit of the Fund and the preparation of the Fund’s tax information); costs associated with reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws, including compliance with the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, as amended; all other expenses incurred by the Administrator or the Fund in connection with administering the Fund’s business, including expenses incurred by the Administrator in performing administrative services for the Fund and salaries and direct expenses of administrative personnel paid by the Administrator, to the extent they are not controlling persons of the Administrator or any of its affiliates; 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 expenses, including expenses as provided for in the Declaration or the Bylaws. Notwithstanding the foregoing, the Fund shall not be liable for Organization and Offering Expenses to the extent that Organization and Offering Expenses, together with all prior Organization and Offering Expenses, exceed 1.0% of the aggregate proceeds from the offering of the Shares.
Appears in 1 contract
Samples: Administration Agreement (FS Global Credit Opportunities Fund - ADV)
The Fund’s Responsibilities and Expenses Payable by the Fund. Subject to the limitations on reimbursement of the Administrator as set forth in Section 3 below, the Fund, either directly or through reimbursement to the Administrator or its affiliates, shall bear all costs and expenses of its operations and transactions, including (without limitation): expenses deemed to be “organization and offering expenses” of the Fund, which consists of costs incurred by the Administrator and its affiliates on behalf of the Fund for legal, accounting, printing and other offering expenses, including costs associated with technology integration between the Fund’s systems and those of its distribution partners, marketing expenses, salaries and direct expenses of the Administrator’s personnel, employees of its affiliates and others while engaged in registering and marketing the Fund’s Shares, which includes the development of marketing materials and presentations, training and educational meetings, and generally coordinating the marketing process for the Fund (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and any distribution and/or shareholder servicing fees, if any, are hereinafter referred to as “Organization and Offering Expenses”); corporate and organizational expenses relating to offerings of the Fund’s Shares, subject to limitations included in this Agreement; the cost of calculating the Fund’s net asset value, including the cost of any third-party pricing or valuation services; the cost of effecting sales and repurchases of the Shares and other securities; investment advisory fees; distribution and/or shareholder servicing fees; investment-related expenses (e.g., expenses that, in the Administrator’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 expenses, dividends on securities sold but not yet purchased, margin fees, investment-related travel and lodging expenses and research-related expenses and other due diligence expenses; investment-related professional fees, including expenses of consultants, investment bankers, attorneys, accountants and other experts; fees and expenses relating to software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Administrator and any custodian or other agent engaged by the Fund; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and any state registration or notification fees; federal, state and local taxes; fees and expenses of trustees not also serving in an executive officer capacity for the Fund or the Administrator (or the Administrator’s affiliates); the costs of preparing, printing and mailing reports and other communications, including proxy, repurchase offer correspondence or similar materials, to Fund shareholders; fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; direct costs such as printing, mailing, long distance telephone and staff costs; legal expenses (including those expenses associated with preparing the Fund’s public filings, attending and preparing for Board meetings, as applicable, and generally serving as counsel to the Fund); external accounting expenses (including fees and disbursements and expenses related to the annual audit of the Fund and the preparation of the Fund’s tax information); costs associated with reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws, including compliance with the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, as amended; all other expenses incurred by the Administrator or the Fund in connection with administering the Fund’s business, including expenses incurred by the Administrator in performing administrative services for the Fund and salaries and direct expenses of administrative personnel paid by the Administrator, to the extent they are not controlling persons of the Administrator or any of its affiliates; 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 expenses, including as provided for in the Declaration or Bylaws.
Appears in 1 contract
Samples: Administration Agreement (FS Energy Total Return Fund)
The Fund’s Responsibilities and Expenses Payable by the Fund. Subject to the limitations on reimbursement of the Administrator as set forth in Section 3 below, the Fund, either directly or through reimbursement to the Administrator or its affiliatesAdministrator, shall bear all costs and expenses of its operations and transactions, including (without limitation): expenses deemed to be “organization and offering expenses” of the Fund, which consists Fund for purposes of costs incurred by the Administrator and its affiliates on behalf Conduct Rule 2310(a)(12) of the Fund Financial Industry Regulatory Authority, Inc. (for legalpurposes of this Agreement, accounting, printing and other offering such expenses, including costs associated with technology integration between exclusive of commissions, the Fund’s systems dealer manager fee and those of its distribution partnersany discounts are hereinafter referred to as “Organization and Offering Expenses”); corporate and organizational expenses relating to offerings of the Fund’s Shares, subject to limitations included in this Agreement; the cost of calculating the Fund’s net asset value, including the cost of any third-party pricing or valuation servicesfirms; the cost of effecting sales and repurchases of the Shares and other securities; investment advisory fees; distribution and/or shareholder servicing fees; investment-related expenses (e.g., expenses that, in the Administrator’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 expenses, dividends on securities sold but not yet purchased, margin fees, investment-related travel and lodging expenses and research-related expenses and other due diligence expenses; investment-related professional fees, including expenses of consultants, investment bankers, attorneys, accountants and other experts; fees and expenses relating to software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Administrator and any custodian or other agent engaged by the Fund; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and any state registration or notification fees; federal, state and local taxes; fees and expenses of trustees not also serving in an executive officer capacity for the Fund or Fund, the Administrator (or FS Global Credit Opportunities Fund, the Administrator’s affiliates)fund in which the Fund will invest substantially all of its assets; the costs of preparing, printing and mailing reports and other communications, including proxy, repurchase tender offer correspondence or similar materials, to Fund shareholders; fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; direct costs such as printing, mailing, long distance telephone and staff costs; overhead costs, including rent, office supplies, utilities and capital equipment; legal expenses (including those expenses associated with preparing the Fund’s public filings, attending and preparing for Board meetings, as applicable, and generally serving as counsel to the Fund); external accounting expenses (including fees and disbursements and expenses related to the annual audit of the Fund and the preparation of the Fund’s tax information); costs associated with reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws, including compliance with the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, as amended; costs associated with the Fund’s chief compliance officer; all other expenses incurred by the Administrator or the Fund in connection with administering the Fund’s business, including expenses incurred by the Administrator in performing administrative services for the Fund and salaries and direct expenses of administrative personnel paid by the Administrator, to the extent they are not controlling persons of the Administrator or any of its affiliates; 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 expenses, including expenses as provided for in the Declaration or Bylaws. Notwithstanding the foregoing, the Fund shall not be liable for Organization and Offering Expenses to the extent that Organization and Offering Expenses, together with all prior Organization and Offering Expenses, exceed 1.5% of the aggregate gross proceeds from the offering of the Shares (the “Reimbursable O&O Expenses”).
Appears in 1 contract
Samples: Administration Agreement (FS Global Credit Opportunities Fund-A)
The Fund’s Responsibilities and Expenses Payable by the Fund. Subject to the limitations on reimbursement of the Administrator as set forth in Section 3 below, the Fund, either directly or through reimbursement to the Administrator or its affiliatesAdministrator, shall bear all costs and expenses of its operations and transactions, including (without limitation): expenses deemed to be “organization and offering expenses” of the Fund, which consists Fund for purposes of costs incurred by the Administrator and its affiliates on behalf Conduct Rule 2310(a)(12) of the Fund Financial Industry Regulatory Authority, Inc. (for legalpurposes of this Agreement, accounting, printing and other offering such expenses, including costs associated with technology integration between exclusive of commissions, the Fund’s systems dealer manager fee and those of its distribution partnersany discounts, if any, are hereinafter referred to as “Organization and Offering Expenses”); corporate and organizational expenses relating to offerings of the Fund’s Shares, subject to limitations included in this Agreement; the cost of calculating the Fund’s net asset value, including the cost of any third-party pricing or valuation servicesfirms; the cost of effecting sales and repurchases of the Shares and other securities; investment advisory fees; distribution and/or shareholder servicing fees; investment-investment related expenses (e.g., expenses that, in the Administrator’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 expenses, dividends on securities sold but not yet purchased, margin fees, investment-investment related travel and lodging expenses and research-related expenses and other due diligence expenses; investment-related professional feesfees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; fees and expenses relating to software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Administrator and any custodian or other agent engaged by the Fund; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and any state registration or notification fees; federal, state and local taxes; fees and expenses of trustees not also serving in an executive officer capacity for the Fund or Fund, the Administrator (or the Administrator’s affiliates)any entity that owns Shares; the costs of preparing, printing and mailing reports and other communications, including proxy, repurchase tender offer correspondence or similar materials, to Fund shareholders; fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; direct costs such as printing, mailing, long distance telephone and staff costs; overhead costs, including rent, office supplies, utilities and capital equipment; legal expenses (including those expenses associated with preparing the Fund’s public filings, attending and preparing for Board meetings, as applicable, and generally serving as counsel to the Fund); external accounting expenses (including fees and disbursements and expenses related to the annual audit of the Fund and the preparation of the Fund’s tax information); costs associated with reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws, including compliance with the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, as amended; costs associated with the Fund’s chief compliance officer; all other expenses incurred by the Administrator or the Fund in connection with administering the Fund’s business, including expenses incurred by the Administrator in performing administrative services for the Fund and salaries and direct expenses of administrative personnel paid by the Administrator, to the extent they are not controlling persons of the Administrator or any of its affiliates; 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 expenses, including expenses as provided for in the Declaration or Bylaws. Notwithstanding the foregoing, the Fund shall not be liable for Organization and Offering Expenses to the extent that Organization and Offering Expenses, together with all prior Organization and Offering Expenses, exceed 1.5% of the aggregate gross proceeds from the offering of the Shares (the “Reimbursable O&O Expenses”).
Appears in 1 contract
Samples: Administration Agreement (FS Global Credit Opportunities Fund)
The Fund’s Responsibilities and Expenses Payable by the Fund. Subject to the limitations on reimbursement of the Administrator as set forth in Section 3 below, the Fund, either directly or through reimbursement to the Administrator or its affiliatesAdministrator, shall bear all costs and expenses of its operations and transactions, including (without limitation): expenses deemed to be “organization and offering expenses” of the Fund, which consists Fund for purposes of costs incurred by the Administrator and its affiliates on behalf Conduct Rule 2310(a)(12) of the Fund Financial Industry Regulatory Authority, Inc. (for legalpurposes of this Agreement, accounting, printing and other offering such expenses, including costs associated with technology integration between exclusive of the Fund’s systems dealer manager fee and those of its distribution partnersany discounts are hereinafter referred to as “Organization and Offering Expenses”); corporate and organizational expenses relating to offerings of the Fund’s Shares, subject to limitations included in this Agreement; the cost of calculating the Fund’s net asset value, including the cost of any third-party pricing or valuation servicesfirms; the cost of effecting sales and repurchases of the Shares and other securities; investment advisory fees; distribution and/or shareholder servicing fees; investment-related expenses (e.g., expenses that, in the Administrator’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 expenses, dividends on securities sold but not yet purchased, margin fees, investment-related travel and lodging expenses and research-related expenses and other due diligence expenses; investment-related professional fees, including expenses of consultants, investment bankers, attorneys, accountants and other experts; fees and expenses relating to software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Administrator and any custodian or other agent engaged by the Fund; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and any state registration or notification fees; federal, state and local taxes; fees and expenses of trustees not also serving in an executive officer capacity for the Fund or Fund, the Administrator (or FS Global Credit Opportunities Fund, the Administrator’s affiliates)fund in which the Fund will invest substantially all of its assets; the costs of preparing, printing and mailing reports and other communications, including proxy, repurchase tender offer correspondence or similar materials, to Fund shareholders; fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; direct costs such as printing, mailing, long distance telephone and staff costs; overhead costs, including rent, office supplies, utilities and capital equipment; legal expenses (including those expenses associated with preparing the Fund’s public filings, attending and preparing for Board meetings, as applicable, and generally serving as counsel to the Fund); external accounting expenses (including fees and disbursements and expenses related to the annual audit of the Fund and the preparation of the Fund’s tax information); costs associated with reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws, including compliance with the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, as amended; costs associated with the Fund’s chief compliance officer; all other expenses incurred by the Administrator or the Fund in connection with administering the Fund’s business, including expenses incurred by the Administrator in performing administrative services for the Fund and salaries and direct expenses of administrative personnel paid by the Administrator, to the extent they are not controlling persons of the Administrator or any of its affiliates; 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 expenses, including expenses as provided for in the Declaration or Bylaws. Notwithstanding the foregoing, the Fund shall not be liable for Organization and Offering Expenses to the extent that Organization and Offering Expenses, together with all prior Organization and Offering Expenses, exceed 1.5% of the aggregate gross proceeds from the offering of the Shares (the “Reimbursable O&O Expenses”).
Appears in 1 contract
Samples: Administration Agreement (FS Global Credit Opportunities Fund-D)
The Fund’s Responsibilities and Expenses Payable by the Fund. Subject to the limitations on reimbursement of the Administrator as set forth in Section 3 below, the Fund, either directly or through reimbursement to the Administrator or its affiliates, shall bear all costs and expenses of its operations and transactions, including (without limitation): expenses deemed to be “organization and offering expenses” of the Fundcorporate, which consists of costs incurred by the Administrator and its affiliates on behalf of the Fund for legal, accounting, printing accounting and other offering expenses, including costs associated with technology integration between administrative expenses relating to the Fund’s systems registration statements (and those of its distribution partners; corporate any amendments or supplements thereto) and organizational expenses relating to offerings of other filings with the Fund’s Shares, subject to limitations included in this AgreementSEC; the cost of calculating the Fund’s net asset value, including the cost of any third-party pricing or valuation services; the cost of effecting sales and repurchases of the Shares and other securities; investment advisory fees; distribution and/or shareholder servicing fees; investment-related expenses (e.g., expenses that, in the Administrator’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 expenses, dividends on securities sold but not yet purchased, margin fees, investment-related travel and lodging expenses and research-related expenses and other due diligence expenses; investment-related professional fees, including expenses of consultants, investment bankers, attorneys, accountants and other experts; fees and expenses relating to software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Administrator and any custodian or other agent engaged by the Fund; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and any state registration or notification fees; federal, state and local taxes; fees and expenses of trustees not also serving in an executive officer capacity for the Fund or the Administrator (or the Administrator’s affiliates); the costs of preparing, printing and mailing reports and other communications, including proxy, repurchase offer correspondence or similar materials, to Fund shareholders; fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; direct costs such as printing, mailing, long distance telephone and staff costs; legal expenses (including those expenses associated with preparing the Fund’s public filings, attending and preparing for Board meetings, as applicable, and generally serving as counsel to the Fund); external accounting expenses (including fees and disbursements and expenses related to the annual audit of the Fund and the preparation of the Fund’s tax information); costs associated with reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws, including compliance with the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, as amended; all other expenses incurred by the Administrator or the Fund in connection with administering the Fund’s business, including expenses incurred by the Administrator in performing administrative services for the Fund and salaries and direct expenses of administrative personnel paid by the Administrator, to the extent they are not controlling persons of the Administrator or any of its affiliates; 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 expenses, including as provided for in the Declaration or Bylaws.
Appears in 1 contract