Common use of Compensation; Allocation of Costs and Expenses Clause in Contracts

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation and transactions that are not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Appears in 4 contracts

Samples: Administration Agreement (Gladstone Companies, Inc.), Administration Agreement (Gladstone Companies, Inc.), Administration Agreement (GLADSTONE LAND Corp)

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Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company Fund will bear all costs and expenses that are incurred in its operation operations and transactions that are not specifically assumed by the CompanyFund’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory and Management Agreement, dated the same date hereof as of October 1, 2006 by and between the Company Fund and the Adviser. Costs and expenses to be borne by the Company Fund include, but are not limited to, those relating to: organization and offering; calculating the Fund’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company Fund and in monitoring the CompanyFund’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the CompanyFund’s investments; offerings of the CompanyFund’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the CompanyFund’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the CompanyFund’s allocable portion of the fidelity bond, directors and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company Fund or the Administrator in connection with administering the CompanyFund’s business, including payments under this Agreement based upon the CompanyFund’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the CompanyFund’s chief compliance officer, treasurer, chief financial officer and officer, controller and their respective staffs.

Appears in 3 contracts

Samples: Administration Agreement (Gladstone Companies, Inc.), Administration Agreement (Gladstone Companies, Inc.), Administration Agreement (Gladstone Capital Corp)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are not specifically assumed by the CompanyCorporation’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of June 22, 2005 by and between the Company Corporation and the Adviser. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company Corporation and in monitoring the CompanyCorporation’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; offerings of the CompanyCorporation’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the CompanyCorporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the CompanyCorporation’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon the CompanyCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the CompanyCorporation’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Appears in 3 contracts

Samples: Administration Agreement (Gladstone Companies, Inc.), Administration Agreement (Gladstone Companies, Inc.), Administration Agreement (Gladstone Investment Corporation\de)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation and transactions that are not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of January 1, 2007 by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Appears in 3 contracts

Samples: Administration Agreement (Gladstone Companies, Inc.), Administration Agreement (Gladstone Companies, Inc.), Administration Agreement (Gladstone Commercial Corp)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Fifth Street Management Corporation LLC (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated as of May 2, 2011 (the same date hereof “Investment Advisory Agreement”) by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those fees and expenses relating to: organization organizational and offeringoffering expenses; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants investigation and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance of the Company’s investments; offerings the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock, preferred stock and other securities; investment advisory management and management fees; administration fees, if any, incentive fees payable under this pursuant to the Investment Advisory Agreement; fees payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating making investments and making investmentsvaluing investments (including third-party valuation firms); transfer agent agent, trustee and custodial fees; interest payments and other costs related to the Company’s borrowings; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and any exchange listing the Company’s shares on any securities exchangefees; federal, state and local taxes; independent directors’ fees and expenses; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and filing current reports or other documents required by with the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors liability insurance and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors accountants and outside legal costs; costs and all other direct expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s businessbusiness , including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Appears in 2 contracts

Samples: Administration Agreement (Fifth Street Finance Corp.), Administration Agreement (Fifth Street Finance Corp.)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain Amended and Restated Investment Advisory Agreement, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Amended and Restated Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), Adviser pursuant to that certain Amended and Restated Investment the Advisory Agreement, dated the same date hereof by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: the cost of its organization and offeringany offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debtcompanies and, if anynecessary, incurred to finance enforcing the Company’s investmentsrights; offerings of the Company’s common stockescrow agent, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial feesfees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees; all costs of registration , any stock exchange listing fees and listing the Company’s shares on any securities exchangefees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents required by with the SECSEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders, stockholders (including printing and mailing costs; ), the Company’s allocable portion costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers and errors and omissions liability insurance, insurance and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephonetelephone and staff; fees and expenses associated with independent audits, copyingoutside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, secretarial the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other staffprofessionals who provide services to the Company (including, independent auditors in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and outside legal costs; administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and all other expenses incurred in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or the Administrator its affiliates in connection with administering the offering of securities by the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Appears in 2 contracts

Samples: Administration Agreement (Owl Rock Capital Corp III), Administration Agreement (Owl Rock Technology Finance Corp.)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Fifth Street Management Corporation LLC (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated as of June 27, 2013 (the same date hereof “Investment Advisory Agreement”) by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those fees and expenses relating to: organization organizational and offeringoffering expenses; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants investigation and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance of the Company’s investments; offerings the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock, preferred stock and other securities; investment advisory management and management fees; administration fees, if any, incentive fees payable under this pursuant to the Investment Advisory Agreement; fees payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating making investments and making investmentsvaluing investments (including third-party valuation firms); transfer agent agent, trustee and custodial fees; interest payments and other costs related to the Company’s borrowings; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and any exchange listing the Company’s shares on any securities exchangefees; federal, state and local taxes; independent directors’ fees and expenses; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and filing current reports or other documents required by with the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors liability insurance and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors accountants and outside legal costs; costs and all other direct expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Appears in 2 contracts

Samples: Agreement (Fifth Street Senior Floating Rate Corp.), Administration Agreement (Fifth Street Senior Floating Rate Corp.)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviserOaktree Capital Management, Gladstone Management Corporation L.P. (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated as of September 30, 2019 (the same date hereof “Investment Advisory Agreement”) by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization (a) offering expenses; (b) diligence and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance of the Company’s investments; offerings (c) costs of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares of the Company’s common stock, preferred stock and other securities; investment advisory (e) management and management fees; administration fees, if any, incentive fees payable under this pursuant to the Investment Advisory Agreement; (f) fees payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating making investments and making investmentsvaluing investments (including third-party valuation firms); (g) transfer agent agent, trustee and custodial fees; (h) interest payments and other costs related to the Company’s borrowings; (i) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (j) federal and state registration fees; all costs of registration and (k) any exchange listing the Company’s shares on any securities exchangefees; (l) federal, state and local taxes; (m) independent directors’ fees and expenses; (n) brokerage commissions; (o) costs of winding up and liquidation; (p) litigation, indemnification and other extraordinary or non-reoccurring expenses; (q) dues, fees and charges of any trade association of which the Company is a member; (r) costs of proxy statements, stockholders’ reports and notices; (s) costs of preparing government filings, including periodic and filing current reports or other documents required by with the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the (t) fidelity bond, directors liability insurance and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs (u) and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors accountants and outside legal costs; costs and all other direct expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Appears in 2 contracts

Samples: Administration Agreement (Oaktree Specialty Lending Corp), Administration Agreement (Oaktree Strategic Income Corp)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviserOaktree Capital Management, Gladstone Management Corporation L.P. (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated as of October 17, 2017 (the same date hereof “Investment Advisory Agreement”) by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization (a) offering expenses; (b) diligence and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance of the Company’s investments; offerings (c) costs of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares of the Company’s common stock, preferred stock and other securities; investment advisory (e) management and management fees; administration fees, if any, incentive fees payable under this pursuant to the Investment Advisory Agreement; (f) fees payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating making investments and making investmentsvaluing investments (including third-party valuation firms); (g) transfer agent agent, trustee and custodial fees; (h) interest payments and other costs related to the Company’s borrowings; (i) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (j) federal and state registration fees; all costs of registration and (k) any exchange listing the Company’s shares on any securities exchangefees; (l) federal, state and local taxes; (m) independent directors’ fees and expenses; (n) brokerage commissions; (o) costs of winding up and liquidation; (p) litigation, indemnification and other extraordinary or non-reoccurring expenses; (q) dues, fees and charges of any trade association of which the Company is a member; (r) costs of proxy statements, stockholders’ reports and notices; (s) costs of preparing government filings, including periodic and filing current reports or other documents required by with the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the (t) fidelity bond, directors liability insurance and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs (u) and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors accountants and outside legal costs; costs and all other direct expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Appears in 2 contracts

Samples: Administration Agreement (Oaktree Strategic Income Corp), Administration Agreement (Oaktree Specialty Lending Corp)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are not specifically assumed by the CompanyCorporation’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of [___], 2010 by and between the Company Corporation and the Adviser. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; valuing the Corporation’s assets and computing its net asset value per share (including the cost and expenses of any independent valuation firms, consultants or appraisers); expenses incurred by the Adviser or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)travel expense, in monitoring financial and legal affairs for the Company Corporation and in monitoring the CompanyCorporation’s investments and enforcing the Corporation’s rights in respect of such investments; performing due diligence on its the Corporation’s prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; distributions on shares; offerings and repurchases of the CompanyCorporation’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; transfer agent and custody fees and expenses; the allocated costs of providing managerial assistance to those portfolio companies that require it; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making and disposing of investments; transfer agent brokerage fees and custodial feescommissions; the Corporation’s dues, fees and charges of any trade association of which the Corporation is a member as well as fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and listing the CompanyCorporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports reports, registration statements, prospectuses or other documents required by the SEC, including printing costs; costs of any reports, proxy statements or other notices to stockholders, including printing and mailing costs; the Companyexpenses of holding shareholder meetings; the Corporation’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; litigation and indemnification and other extraordinary or non recurring expenses; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon the CompanyCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, chief financial officer and controller officers and their respective staffs.

Appears in 1 contract

Samples: Form of Administration Agreement (Medley Capital BDC LLC)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Mount Logan Management Corporation LLC (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of July 1, 2021 by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments organization; calculating the Company’s net asset value (including the cost and performing due diligence on its prospective portfolio companiesexpenses of any independent valuation firm); effecting sales and repurchases of the Company’s shares and other securities; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, monitoring the Company’s financial and legal affairs for the Company, providing administrative services, monitoring the Company’s investments and evaluating and making investments, including fees and expenses associated with performing due diligence reviews of prospective investments and advisory fees; transfer agent and custodial fees; fees and expenses associated with marketing efforts; costs associated with the Company’s reporting and compliance obligations under the Investment Company Act, the Securities Exchange Act of 1934 and other applicable federal and state securities laws, and ongoing stock exchange fees; federal, state and local taxes; independent directors’ fees and expenses; brokerage commissions, including printing costs; costs of proxy statements, stockholders’ reports and other communications with stockholders; the Company’s allocable portion of the fidelity bond, directors’ and officers’ liability insurance, errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, telephone and staff; fees and expenses associated with independent audits and outside legal costs; investment advisory and management fees; administration fees, if any, payable under this Agreement; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement between the Company and the Administrator based upon the Company’s allocable portion of the Administrator’s overhead in and other expenses associated with performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions and the allocable portion of the salaries costs of compensation and benefits related expenses of the Company’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective administrative support staffs. For the avoidance of doubt, the parties agree that the Company will bear all expenses associated with contractual obligations of the Company existing prior to the effective date of this Agreement, including those that may become unnecessary or redundant but cannot be terminated.

Appears in 1 contract

Samples: Administration Agreement (Capitala Finance Corp.)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the CompanyCorporation’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of March 18, 2010 by and between the Company Corporation and the Adviser. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company Corporation and in monitoring the CompanyCorporation’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; offerings of the CompanyCorporation’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the CompanyCorporation’s shares on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the CompanyCorporation’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon the CompanyCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, chief legal officer and chief financial officer and controller and their respective staffs.

Appears in 1 contract

Samples: Administration Agreement (Apollo Investment Corp)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Fund, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Fund receives from the portfolio companies for providing this assistance. The Company will Fund shall bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the CompanyFund’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof Agreement by and between the Company Fund and the AdviserAdviser (as amended from time to time, the “Advisory Agreement”). Costs and expenses to be borne by the Company Fund include, but are not limited to, those relating to: organization (a) organizational expenses of the Fund; (b) calculating the net asset value of the Fund, including the cost and offeringexpenses of any independent valuation firm; (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company Fund and in monitoring the CompanyFund’s investments and investments, performing due diligence on its prospective portfolio companiescompanies or otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, any studies commissioned by the Adviser and travel and lodging expenses; (d) interest and fees payable on debt, if any, incurred by the Fund to finance the Company’s investmentsits investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the Company’s common stock, preferred stock shares and other securitiessecurities of the Fund, including any public or private offering of the common shares of the Fund; (f) investment advisory fees, including management fees and management incentive fees; (g) administration fees, if any, fees and expenses payable under this AgreementAgreement (as amended from time to time); (h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investmentsinvestments in portfolio companies, including costs associated with meeting financial sponsors; (i) fees payable to transaction/brokerage platforms; (j) subscription processing fees and expenses; (k) reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoices; (l) fees incurred by the Fund for transfer agent, dividend agent and custodial feesfees and expenses; (m) fees and expenses payable under any managing dealer and selected dealer agreements, if any; (n) U.S. federal and state registration and franchise fees; (o) all costs of registration and listing of the CompanyFund’s shares securities on any securities exchange, if applicable; (p) U.S. federal, state and local taxes; (q) independent directorstrustees’ fees and expenses; (r) costs of preparing and filing reports or other documents required by the SECSEC or other regulators; (s) costs of any reports, proxy statements or other notices to stockholdersshareholders, including printing costs; (t) costs associated with individual or group shareholders; (u) costs of registration rights granted to certain investors, if any; (v) costs associated with compliance with the CompanySxxxxxxx-Xxxxx Act of 2002, as amended; (w) the Fund’s allocable portion of the any fidelity bond, directors trustees’ and officers and officers’ errors and omissions liability insuranceinsurance policies, and any other insurance premiums; (x) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (y) costs and expenses, including travel, meals, accommodations, entertainment and other similar expenses, incurred by the Adviser or its affiliates for meetings with existing investors and any intermediaries, registered investment advisors, financial and other advisors representing such existing investors; (z) proxy voting expenses; and (aa) any and all other expenses incurred by the Company Fund or the Administrator in connection with administering the CompanyFund’s business, including payments made under this Agreement based upon the CompanyFund’s allocable portion (subject to the review and approval of the Fund’s independent trustees) of the Administrator’s overhead in performing its obligations under this Agreement, including rent, fees and expenses associated with performing compliance functions and the allocable portion of the salaries and benefits expenses cost of the CompanyFund’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs. To the extent the Administrator outsources any of its functions, the Fund shall pay the fees associated with such functions on a direct basis without profit to the Administrator.

Appears in 1 contract

Samples: Administration Agreement (Golub Capital Private Credit Fund)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Fifth Street Management Corporation LLC (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated as of June 27, 2013 (the same date hereof “Investment Advisory Agreement”) by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those fees and expenses relating to: organization offering expenses; the investigation and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings of the Company’s 's investments; the cost of calculating the Company's net asset value; the cost of effecting sales and repurchases of shares of the Company's common stock, preferred stock and other securities; investment advisory management and management fees; administration fees, if any, incentive fees payable under this pursuant to the Investment Advisory Agreement; fees payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating making investments and making investmentsvaluing investments (including third-party valuation firms); interest payments and other costs related to borrowings; transfer agent agent, trustee and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and any exchange listing the Company’s shares on any securities exchangefees; federal, state and local taxes; independent directors' fees and expenses; brokerage commissions; costs of proxy statements, stockholders' reports and notices; costs of preparing government filings, including periodic and filing current reports or other documents required by with the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors liability insurance and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors accountants and outside legal costs; costs and all other direct expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s 's business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Appears in 1 contract

Samples: Administration Agreement (Fifth Street Senior Floating Rate Corp.)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services Services of the Administrator, the Operating Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities to each of the New Mountain Funds hereunder. In addition, the Operating Company shall reimburse any affiliate of the Administrator for any costs and expenses incurred by such affiliate on behalf of the Administrator in connection with the Administrator’s provision of services to the New Mountain Funds under this Agreement. The Operating Company will bear all costs and expenses that are incurred in its operation each of the New Mountain Fund’s operation, administration and transactions that are and not specifically assumed by the Operating Company’s investment adviser, Gladstone Management Corporation advisor (the “AdviserAdvisor”), pursuant to that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of , 2011 by and between the Operating Company and the AdviserAdvisor. Costs and expenses to be borne by the Operating Company include, but are not limited to, those relating to: organization and offering; calculating New Mountain Finance’s and the Operating Company’s respective net asset values (including the cost and expenses of any independent valuation firm); expenses incurred or paid by the Adviser Advisor or any affiliate of the Advisor and paid or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for each of the Company New Mountain Funds and in providing administrative services, monitoring the Operating Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Operating Company’s investments; offerings sales and purchases of the CompanyNew Mountain Finance’s common stock, preferred stock and other securities, including securities of the Operating Company; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the CompanyNew Mountain Finance’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECSecurities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholdersstockholders or members, as applicable, including printing costs; the CompanyNew Mountain Fund’s allocable portion of the fidelity bond, directors and officers and officers, errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company New Mountain Funds or the Administrator in connection with administering the Company’s New Mountain Funds’ business, including payments under this Agreement based upon the Company’s New Mountain Funds’ allocable portion of the Administrator’s overhead in performing its obligations under this the Administration Agreement, including rent, rent and the allocable portion of the salaries cost of New Mountain Finance’s and benefits expenses of the Operating Company’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs. Notwithstanding the foregoing, amounts payable to the Administrator from the Operating Company shall not exceed $3,000,000 for the time period ending one year from the date of this Agreement.

Appears in 1 contract

Samples: Administration Agreement (New Mountain Finance Corp)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Fifth Street Management Corporation LLC (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated as of May 2, 2011 (the same date hereof “Investment Advisory Agreement”) by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those fees and expenses relating to: organization organizational and offeringoffering expenses; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants investigation and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance of the Company’s investments; offerings the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock, preferred stock and other securities; investment advisory management and management fees; administration fees, if any, incentive fees payable under this pursuant to the Investment Advisory Agreement; fees payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating making investments and making investmentsvaluing investments (including third-party valuation firms); transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and any exchange listing the Company’s shares on any securities exchangefees; federal, state and local taxes; independent directors’ fees and expenses; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and filing current reports or other documents required by with the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors liability insurance and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors accountants and outside legal costs; costs and all other direct expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Appears in 1 contract

Samples: Amended and Restated Administration Agreement (Fifth Street Finance Corp)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Xxxxxxxxx Financial BDC Management Corporation LLC (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of , 2011 by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings sales and purchases of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; brokerage commissions; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECSecurities and Exchange Commission under applicable federal and state securities laws; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead and other expenses incurred by the Administrator in performing its obligations under this the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and the allocable portion of the salaries cost of aggregate compensation (base salary, bonus and benefits reasonable benefits) and related expenses of the Company’s chief compliance officer, treasurerchief financial officer, chief financial administrative officer and controller general counsel and their respective staffs.

Appears in 1 contract

Samples: Form of Administration Agreement (Churchill Financial BDC Inc.)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the Company’s Corporation's investment adviser, Gladstone Management Corporation adviser (the "Adviser"), pursuant to that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of April [X], 2004 by and between the Company Corporation and the Adviser. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation's net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company Corporation and in monitoring the Company’s Corporation's investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s Corporation's investments; offerings of the Company’s Corporation's common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s Corporation's shares on any securities exchange; federal, state and local taxes; independent directors' fees and expenses; brokerage commissions; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s Corporation's allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors audits and outside legal costs; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the Company’s Corporation's business, including payments under this Administration Agreement based upon the Company’s Corporation's allocable portion of overhead and other expenses incurred by the Administrator’s overhead Administrator in performing its obligations under this Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the Company’s Corporation's chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs.

Appears in 1 contract

Samples: Agreement (Porticoes Capital Corp)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company Corporation will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of July __, 2007 by and between the Company Corporation and the Adviser. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization offering and offeringorganization; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants cost of calculating the Corporation’s net asset value; the cost of effecting sales and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on repurchases of shares of its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings of the Company’s common stock, preferred stock and other securities; management and incentive fees payable pursuant to the investment advisory and management fees; administration fees, if any, payable under this Agreementagreement; fees payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating and making investmentsinvestments (including third-party valuation firms); transfer agent and custodial fees; federal and state registration fees; all costs of registration and any exchange listing the Company’s shares on any securities exchangefees; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECbrokerage commissions; costs of any reportsproxy statements, proxy statements or other notices to stockholders, including printing costs’ reports and notices; the Company’s allocable portion of the fidelity bond, directors liability insurance and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors accountants and outside legal costs; costs and all other direct expenses incurred by either the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including third-party costs directly related to the investigation and monitoring of the Corporation’s investments and payments under this Agreement based upon the CompanyCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this the Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, chief financial officer Chief Financial Officer/Chief Compliance Officer and controller and their respective staffshis staff.

Appears in 1 contract

Samples: Administration Agreement (MediaTech Investment Corp.)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company Fund will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Mount Logan Management Corporation LLC (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of May 14, 2022 by and between the Company Fund and the Adviser. Costs and expenses to be borne by the Company Fund include, but are not limited to, those relating to: organization the Fund’s organization; calculating the Fund’s net asset value (including the cost and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as of any independent valuation firms, accountants firm); effecting sales and legal counsel), in monitoring financial repurchases of the Fund’s shares and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companiesother securities; interest and fees payable on debt, if any, incurred to finance the CompanyFund’s investments; offerings of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, monitoring the Fund’s financial and legal affairs for the Fund, providing administrative services, monitoring the Fund’s investments and evaluating and making investments, including fees and expenses associated with performing due diligence reviews of prospective investments and advisory fees; transfer agent and custodial fees; fees and expenses associated with marketing efforts to the extent permitted by a plan of distribution adopted by the Board ; costs associated with the Fund’s reporting and compliance obligations under the Investment Company Act, the Securities Exchange Act of 1934 and other applicable federal and state securities laws, and ongoing stock exchange fees; federal, state and local taxes; independent trustees’ fees and expenses; brokerage commissions; costs of proxy statements, shareholders’ reports and other communications with shareholders, including printing costs; the Fund’s allocable portion of the fidelity bond, directors’ and officers’ liability insurance, errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, telephone and staff; fees and expenses associated with independent audits and outside legal costs; investment advisory and management fees; administration fees, if any, payable under this Agreement; federal and state registration fees; all costs of registration and listing the CompanyFund’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company Fund or the Administrator in connection with administering the CompanyFund’s business, including payments under this Agreement between the Fund and the Administrator based upon the CompanyFund’s allocable portion of the Administrator’s overhead in and other expenses associated with performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions and the allocable portion of the salaries costs of compensation and benefits related expenses of the CompanyFund’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective administrative support staffs. For the avoidance of doubt, the parties agree that the Fund will bear all expenses associated with contractual obligations of the Fund existing prior to the effective date of this Agreement, including those that may become unnecessary or redundant but cannot be terminated.

Appears in 1 contract

Samples: Administration Agreement (Opportunistic Credit Interval Fund)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Corporation, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Corporation receives from the portfolio companies for providing this assistance. The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the CompanyCorporation’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Third Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of April 12, 2019, by and between the Company Corporation and the Adviser. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company Corporation and in monitoring the CompanyCorporation’s investments and performing due diligence (including related legal expenses) on its prospective portfolio companiescompanies and expenses related to unsuccessful portfolio acquisition efforts; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; offerings of the CompanyCorporation’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, fees payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the CompanyCorporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; costs associated with individual or groups of stockholders; the CompanyCorporation’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon the CompanyCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs. For the avoidance of doubt, the costs and expenses to be borne by the Corporation set forth above include the costs and expenses allocable with respect to the provision of in-house legal, tax, or other professional advice and/or services to the Corporation, including performing due diligence on its prospective portfolio companies, as deemed appropriate by the Administrator, where such in-house personnel perform services that would be paid by the Corporation if outside service providers provided the same services, subject to the Board of Directors’ oversight. At its election, the Administrator may elect to receive payment under this Agreement in the form of a percentage of assets under management by the Corporation, rather than based on the sum of the actual expenses accrued. Such percentage shall be in an amount mutually agreed by the Administrator and the Corporation.

Appears in 1 contract

Samples: Agreement (Pennantpark Investment Corp)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the CompanyCorporation’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of March [X], 2004 by and between the Company Corporation and the Adviser. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company Corporation and in monitoring the CompanyCorporation’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; offerings of the CompanyCorporation’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the CompanyCorporation’s shares on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the CompanyCorporation’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon the CompanyCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs.

Appears in 1 contract

Samples: Agreement (Apollo Investment Corp)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Management Agreement, dated as of [ ], 2011 by and between the Company and the Adviser (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), Adviser pursuant to that certain Amended and Restated Investment the Advisory Agreement, dated the same date hereof by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization organizational expenses (up to an aggregate of $1,500,000, it being understood and offeringagreed that the Adviser shall bear all organizational expenses of the Company in excess of such amount); calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings sales and purchases of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costsand mailing costs and the costs of any stockholders’ meetings, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; the Company’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; compensation of other professionals (including employees of the Administrator) devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business. Notwithstanding anything to the contrary contained herein, including payments under this Agreement based upon the Company’s Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the Administratorcompensation paid by the Adviser (or its affiliates) to the Company’s overhead in performing its obligations under this AgreementChief Compliance Officer and Chief Financial Officer (based on a percentage of time such individuals devote, including renton an estimated basis, to the business and the allocable portion of the salaries and benefits expenses affairs of the Company’s chief compliance officer). For the avoidance of doubt, treasurer, chief financial officer and controller and their respective staffsthe Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.

Appears in 1 contract

Samples: Administration Agreement (TPG Specialty Lending, Inc.)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviserSolar Capital Partners, Gladstone Management Corporation LLC (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of February 24, 2011 by and between the Company and the Adviser, as it may be amended from time to time. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm and Citi Fund Services Ohio, Inc. and its affiliates); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings sales and purchases of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECSecurities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this the Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the Company’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs.

Appears in 1 contract

Samples: Administration Agreement (Solar Senior Capital Ltd.)

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Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain Third Amended and Restated Investment Advisory Agreement, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Third Amended and Restated Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), Adviser pursuant to that certain Amended and Restated Investment the Advisory Agreement, dated the same date hereof by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: the cost of its organization and offeringany offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debtcompanies and, if anynecessary, incurred to finance enforcing the Company’s investments; offerings of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investmentsrights; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and state registration fees; all costs of registration , any stock exchange listing fees and listing the Company’s shares on any securities exchangefees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents required by with the SECSEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders, stockholders (including printing and mailing costs; ), the Company’s allocable portion costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers and errors and omissions liability insurance, insurance and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephonetelephone and staff; fees and expenses associated with independent audits, copying, secretarial and other staff, independent auditors and outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and all other expenses incurred costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or the Administrator its affiliates in connection with administering the offering of securities by the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Appears in 1 contract

Samples: Administration Agreement (Owl Rock Capital Corp)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Corporation, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Corporation receives from the portfolio companies for providing this assistance. The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the CompanyCorporation’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Second Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of February 2, 2016, by and between the Company Corporation and the Adviser. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company Corporation and in monitoring the CompanyCorporation’s investments and performing due diligence (including related legal expenses) on its prospective portfolio companiescompanies and expenses related to unsuccessful portfolio acquisition efforts; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; offerings of the CompanyCorporation’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, fees payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the CompanyCorporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; costs associated with individual or groups of stockholders; the CompanyCorporation’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon the CompanyCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs. For the avoidance of doubt, the costs and expenses to be borne by the Corporation set forth above include the costs and expenses allocable with respect to the provision of in-house legal, tax, or other professional advice and/or services to the Corporation, including performing due diligence on its prospective portfolio companies, as deemed appropriate by the Administrator, where such in-house personnel perform services that would be paid by the Corporation if outside service providers provided the same services, subject to the Board of Directors’ oversight. At its election, the Administrator may elect to receive payment under this Agreement in the form of a percentage of assets under management by the Corporation, rather than based on the sum of the actual expenses accrued. Such percentage shall be in an amount mutually agreed by the Administrator and the Corporation.

Appears in 1 contract

Samples: Amended and Restated Administration Agreement (PennantPark Floating Rate Capital Ltd.)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company Corporation will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory and Management Services Agreement, dated the same date hereof as of June 5, 2013 by and between the Company Corporation and the AdviserAdviser (the “Advisory Agreement”). Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: expenses deemed to be “organization and offeringoffering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants or and other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring the financial and legal affairs for of the Company and in monitoring Corporation; the cost of calculating the Company’s investments net asset value; the cost of effecting sales and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings repurchases of shares of the Company’s common stock, preferred stock and other securities; investment advisory management and management fees; administration fees, if any, incentive fees payable under this pursuant to Advisory Agreement; fees payable to third parties, including agents, consultants or and other advisors, relating to, or associated with, evaluating making investments and making investments; valuing investments (including third-party valuation firms), transfer agent and custodial fees, fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and any exchange listing the Company’s shares on any securities exchangefees; federal, state and local taxes; independent directors’ fees and expenses; brokerage commissions; costs of proxy statements; stockholders’ reports and notices; costs of preparing government filings, including periodic and filing current reports or other documents required by with the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, insurance and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance copying, telephone, copying, secretarial and other staff, fees of independent auditors accountants and outside legal costs; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon the CompanyCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs.

Appears in 1 contract

Samples: Administration Agreement (Business Development Corp of America)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will shall bear and be solely responsible for all costs and expenses that are incurred in its operation operations and transactions that are not specifically administration and with respect to it transactions, except to the extent assumed by the Company’s investment adviserTriton Pacific Adviser, Gladstone Management Corporation LLC (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and as of July 27, 2012 between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those fees and expenses relating to: organization organizational and offeringoffering expenses; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants investigation and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance of the Company’s investments; offerings the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock, preferred stock and other securities; investment advisory management and management fees; administration fees, if any, incentive fees payable under this pursuant to such Investment Advisory Agreement; fees payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating making investments and making investmentsvaluing investments (including third-party valuation firms); transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and any exchange listing the Company’s shares on any securities exchangefees (if applicable); federal, state and local taxes; independent directors’ fees and expenses; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and filing current reports or other documents required by with the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors liability insurance and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors accountants and outside legal costs; costs and all other direct expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement the administration agreement that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Administrator’s overhead Administrator in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses compensation of the Company’s chief compliance executive officer, treasurer, chief financial officer and controller chief compliance officer, and their respective staffs.

Appears in 1 contract

Samples: Agreement (Triton Pacific Investment Corporation, Inc.)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The amount and nature of such reimbursements shall presented for review, on not less than a quarterly basis, to the members of the audit committee of the Board, or in lieu thereof, to a committee of the Board, all of the members of which are not “interested persons” of the Company, as such term is defined under the Investment Company Act. The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviserNeXt Asset Management, Gladstone Management Corporation LLC (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of March ___, 2011 by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings sales and purchases of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECSecurities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this the Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the Company’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs.

Appears in 1 contract

Samples: Administration Agreement (NeXt BDC Capital Corp.)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company Corporation will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of April ___, 2007 by and between the Company Corporation and the Adviser. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company Corporation and in providing administrative services, monitoring the CompanyCorporation’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; offerings sales and purchases of the CompanyCorporation’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the CompanyCorporation’s shares on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon the CompanyCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this the Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs.

Appears in 1 contract

Samples: Administration Agreement (Iron Leaf Capital CORP)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of February 9, 2010, as it may be amended from time to time, by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings sales and purchases of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this the Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the Company’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs.

Appears in 1 contract

Samples: Amended and Restated (Solar Capital Ltd.)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the Company’s Corporation's investment adviser, Gladstone Management Corporation adviser (the "Adviser"), pursuant to that certain Amended and Restated Investment Advisory and Management Agreement, dated the same date hereof as of June __, 2004 by and between the Company Corporation and Porticoes Investment Management, LLC (such agreement, the Adviser"Management Agreement"). Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation's net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser (such Adviser expenses, to the extent not otherwise reimbursed by a third party, not to exceed $250,000 in any year, or a pro-rated portion thereof for the period from the date hereof through December 31, 2004 and, in the event that the Management Agreement shall terminate as of a date that is not a calendar year end, for the period from January 1 of such year through such termination date, without the consent of the Audit Committee of the Corporation's Board of Directors) and fees and expenses payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in each case relating to, or associated with, monitoring financial and legal affairs for the Company and in Corporation, monitoring the Company’s investments and Corporation's investments, performing due diligence on its the Corporation's prospective portfolio companiescompanies and evaluating and making investments; interest and fees payable on debt, if any, incurred to finance the Company’s Corporation's investments; offerings of the Company’s Corporation's common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s Corporation's shares on any securities exchange; federal, state and local taxes; independent directors' fees and expenses; brokerage commissions; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s Corporation's allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors audits and outside legal costs; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the Company’s Corporation's business, including payments under this Administration Agreement based upon the Company’s Corporation's allocable portion of overhead and other expenses incurred by the Administrator’s overhead Administrator in performing its obligations under this Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the Company’s Corporation's chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs. Notwithstanding anything in the foregoing to the contrary, in no event shall (i) the Corporation remit to the Administrator any fees it receives on behalf of the Administrator's provision of significant managerial assistance to those portfolio companies to which the Corporation is required to provide such assistance or (ii) the Administrator receive any fees for providing such assistance.

Appears in 1 contract

Samples: Form of Administration Agreement (Porticoes Capital Corp)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the CompanyCorporation’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of March 18, 2010 by and between the Company Corporation and the Adviser. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company Corporation and in monitoring the CompanyCorporation’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; offerings of the CompanyCorporation’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the CompanyCorporation’s shares on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the CompanyCorporation’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon the CompanyCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs.

Appears in 1 contract

Samples: Administration Agreement (Apollo Investment Corp)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will shall bear and be solely responsible for all costs and expenses that are incurred in its operation operations and transactions that are not specifically administration and with respect to it transactions, except to the extent assumed by the Company’s investment adviserTriton Pacific Adviser, Gladstone Management Corporation LLC (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and as of June , 2011 between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those fees and expenses relating to: organization organizational and offeringoffering expenses; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants investigation and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance of the Company’s investments; offerings the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock, preferred stock and other securities; investment advisory management and management fees; administration fees, if any, incentive fees payable under this pursuant to such Investment Advisory Agreement; fees payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating making investments and making investmentsvaluing investments (including third-party valuation firms); transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and any exchange listing the Company’s shares on any securities exchangefees (if applicable); federal, state and local taxes; independent directors’ fees and expenses; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and filing current reports or other documents required by with the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors liability insurance and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors accountants and outside legal costs; costs and all other direct expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement the administration agreement that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Administrator’s overhead Administrator in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses compensation of the Company’s chief compliance executive officer, treasurer, chief financial officer and controller chief compliance officer, and their respective staffs.

Appears in 1 contract

Samples: Agreement (Triton Pacific Investment Corporation, Inc.)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of March 6, 2007 by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companiescompanies (including without limitation payments made to Citco Group, Magnetar Capital LLC and any of its affiliates); interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings sales and purchases of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECSecurities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this the Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the Company’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs.

Appears in 1 contract

Samples: Administration Agreement (Solar Capital Ltd.)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviserCapitala Investment Advisors, Gladstone Management Corporation LLC (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of [ ], 2013 by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments organization; calculating the Company’s net asset value (including the cost and performing due diligence on its prospective portfolio companiesexpenses of any independent valuation firm); effecting sales and repurchases of the Company’s shares and other securities; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, monitoring the Company’s financial and legal affairs for the Company, providing administrative services, monitoring the Company’s investments and evaluating and making investments, including fees and expenses associated with performing due diligence reviews of prospective investments and advisory fees; transfer agent and custodial fees; fees and expenses associated with marketing efforts; costs associated with the Company’s reporting and compliance obligations under the Investment Company Act, the Securities Exchange Act of 1934 and other applicable federal and state securities laws, and ongoing stock exchange fees; federal, state and local taxes; independent directors’ fees and expenses; brokerage commissions, including printing costs; costs of proxy statements, stockholders’ reports and other communications with stockholders; the Company’s allocable portion of the fidelity bond, directors’ and officers’ liability insurance, errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, telephone and staff; fees and expenses associated with independent audits and outside legal costs; investment advisory and management fees; administration fees, if any, payable under this Agreement; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement between the Company and the Administrator based upon the Company’s allocable portion of the Administrator’s overhead in and other expenses associated with performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions and the allocable portion of the salaries costs of compensation and benefits related expenses of the Company’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective administrative support staffs.

Appears in 1 contract

Samples: Form of Administration Agreement (Capitalsouth Partners Fund Ii Lp)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Fifth Street Management Corporation LLC (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of December , 2007 by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those fees and expenses relating to: organization organizational and offeringoffering expenses; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants investigation and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance of the Company’s investments; offerings the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock, preferred stock and other securities; management and incentive fees payable pursuant to the investment advisory and management fees; administration fees, if any, payable under this Agreementagreement; fees payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating making investments and making investmentsvaluing investments (including third-party valuation firms); transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and any exchange listing the Company’s shares on any securities exchangefees; federal, state and local taxes; independent directors’ fees and expensesexpenses (including fees paid to Mr. Toll, who, although is not considered an independent director, receives the same fees as an independent director); brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and filing current reports or other documents required by with the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors liability insurance and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors accountants and outside legal costs; costs and all other direct expenses incurred by either the Adviser or the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement the administration agreement that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Administrator’s overhead Administrator in performing its obligations under this Agreement, including rent, Agreement and the allocable portion of the salaries and benefits expenses compensation of the Company’s chief financial officer and chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Appears in 1 contract

Samples: Administration Agreement (Fifth Street Finance Corp)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services Services of the Administrator, the Company NMFC shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities to NMFC hereunder. The Company In addition, NMFC shall reimburse any affiliate of the Administrator for any costs and expenses incurred by such affiliate on behalf of the Administrator in connection with the Administrator’s provision of Services to NMFC under this Agreement. NMFC will bear all costs and expenses that are incurred in its operation NMFC’s operation, administration and transactions that are and not specifically assumed by the CompanyNMFC’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of May 8, 2014 by and between the Company NMFC and the Adviser. Costs and expenses to be borne by the Company NMFC include, but are not limited to, those relating to: organization calculating NMFC’s net asset value (including the cost and offeringexpenses of any independent valuation firm); expenses incurred or paid by the Adviser or any affiliate of the Adviser and paid or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisers, in monitoring financial and legal affairs for the Company of NMFC and in providing administrative services, monitoring the CompanyNMFC’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the CompanyNMFC’s investments; offerings sales and purchases of the CompanyNMFC’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisorsadvisers, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the CompanyNMFC’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers and officers, errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company NMFC or the Administrator in connection with administering the CompanyNMFC’s business, including payments under this Agreement based upon the CompanyNMFC’s allocable portion of the Administrator’s overhead in performing its obligations under this the Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyNMFC’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs.

Appears in 1 contract

Samples: Administration Agreement (New Mountain Finance Corp)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviserSolar Capital Partners, Gladstone Management Corporation LLC (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of [ ], 2011 by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings sales and purchases of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECSecurities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this the Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the Company’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs.

Appears in 1 contract

Samples: Administration Agreement (Solar Senior Capital Ltd.)

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