Common use of Fund Expenses Clause in Contracts

Fund Expenses. Subject to the limitations described below, the Fund agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fees, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Fund’s legal counsel, and independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Fund shall designate as appropriate and the determination of their eligibility-for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Adviser’s personnel, the personnel of Alcentra NY, LLC (the “Sub-Adviser”) and acting on behalf of the Fund, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Fund’s other obligations hereunder.

Fund Expenses. Subject Except as otherwise provided in this Agreement or by law, the Adviser shall not be responsible for the Fund’s expenses and the Fund assumes and shall pay or cause to be paid all of its expenses, including without limitation: organizational and offering expenses (including without limitation out-of-pocket expenses, but not overhead or employee costs of the Adviser); expenses for legal, accounting and auditing services (including expenses of legal counsel to the limitations described below, Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund agrees or the Adviser); taxes (including without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable by the Fund to pay all Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizations (including without limitation membership dues of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the various states; fees and expenses incident to listing of the OfferingFund’s shares on any exchange; postage, whether or not freight and other charges in connection with the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, shipment of the Fund’s portfolio securities; fees and taxes expenses of Trustees who are not interested persons (as defined in connection with: (athe 0000 Xxx) the registration fees, the preparation and filing of the Registration Statement Fund or the Adviser and of any other trustees or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including without limitation financial statementsinsurance premiums on property or personnel (including without limitation officers and Trustees) of the Fund which inure to its benefit); interest; brokerage costs (including without limitation brokers’ commissions or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, exhibits, schedules and consentsdistribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the Prospectus, and any amendments or supplements thereto, and costs associated with the printing and furnishing Fund’s share repurchase program; the cost of copies of each thereof to the Dealer Manager and to Participating Dealers making investments (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates) and all other charges and costs of the Fund’s legal counsel, and independent registered public accounting firm; (d) operations. The Fund shall reimburse the qualification Adviser or its affiliates for any expenses of the Offered Shares Fund as may be reasonably incurred as specifically provided for offering and sale under state laws in the statesthis Agreement (including, including the Qualified Jurisdictions, that the Fund shall designate as appropriate and the determination of their eligibility-for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation avoidance of doubt, any of the Adviser’s personnel, above expenses incurred by the personnel of Alcentra NY, LLC (the “Sub-Adviser”) and acting Adviser or its affiliates on behalf of the Fund, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Fund’s other obligations hereunderbehalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expenses.

Fund Expenses. Subject to the limitations described below, the Fund agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration feesfee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Fund’s legal counsel, independent public or certified public accountants and independent registered public accounting firmother advisers; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Fund shall designate as appropriate and the determination of their eligibility-eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys to the Dealer Managersurveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Adviser’s personnel, the personnel of Alcentra NY, LLC (the “Adviser and the Sub-Adviser”) and acting on behalf of the Fund, Adviser in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors advisers with respect to the offering of the Offered Shares; and (h) the performance of the Fund’s other obligations hereunder. Notwithstanding the foregoing, the Adviser and not the Fund shall be responsible for the costs and expenses described in this Section 3.1 to the extent that payment of such expenses would cause the aggregate of the Fund’s “organization and offering expenses” as defined in the Prospectus to exceed 1.0% of the gross proceeds from the sale of the Shares.

Fund Expenses. Subject to the limitations described below, the The Fund agrees to shall pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fees, the preparation and filing of the Registration Statement Fund’s pro rata share (including without limitation financial statements, exhibits, schedules calculated in accordance with Sections 2.8 (Parallel Vehicles) and consents2.9 (Alternative Vehicles), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees reasonable and properly incurred costs and expenses of the Fund’s legal counselFund other than General Partner Expenses (in each case, and independent registered public accounting firm; to the extent not reimbursed by a Portfolio Company), as follows (d) the qualification “Fund Expenses”): liquidation expenses of the Offered Shares for offering and Fund; sales, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with the purchase or sale under state laws in the states, including the Qualified Jurisdictions, that the Fund shall designate as appropriate and the determination of their eligibility-for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys to the Dealer Managersecurities; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees costs and expenses of any transfer agent (i) hosting annual or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation special meetings of the Adviser’s personnel, the personnel of Alcentra NY, LLC (the “Sub-Adviser”) Advisory Committee and acting any other expenses properly incurred by or on behalf of the Advisory Committee in accordance with Article 13 (Advisory Committee), and (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense (except for the costs of entertainment, including speaker fees) incurred by the Fund, the General Partner or the Fund Manager in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors connection with respect to the offering of the Offered Sharessuch conferences or meetings or preparation thereof; and (h) the performance expenses associated with preparation of the Fund’s financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reports, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other obligations hereundertax accounting expenses of the Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; fees, costs and expenses incurred in connection with the investigation, evaluation, diligence (including the costs of background checks and consultants providing specialized services not ordinarily provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise provided, fees and expenses incurred in connection with the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, registration and other professional services provided to the Fund; reasonable premiums for liability insurance to protect the Fund and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the Fund conducted by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding to such audits; the Management Fee; and Organizational Expenses to the extent provided in Section 2.5.2.

Fund Expenses. Subject The Fund assumes and shall pay or cause to the limitations described below, the Fund agrees to pay be paid all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fees, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Fund’s legal counsel, and independent registered public accounting firm; including, without limitation: (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Fund shall designate as appropriate and the determination of their eligibility-for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (ga) all costs and expenses incident to the travel public offering of securities of the Fund, including those relating to the issuance and accommodation registration of its securities under the Securities Act of 1933, as amended, and any filings required under state securities laws and any fees payable in connection therewith; (b) the charges and expenses of any custodian appointed by the Fund for the safekeeping of the cash, portfolio securities and other property of the Fund; (c) the charges and expenses of independent accountants; (d) the charges and expenses of stock transfer and dividend disbursing agent or agents and registrar or registrars appointed by the Fund; I the charges and expenses of any accounting or subaccounting agent appointed by the Fund to provide accounting services; (f) brokerage commissions, dealer spreads, and other costs incurred in connection with proposed or consummated portfolio securities transactions; (g) all taxes, including securities issuance and transfer taxes, and corporate fees payable by the Trust to federal, state, local or other governmental agencies; (h) the cost and expense of printing and issuing certificates representing securities of the Trust; (i) fees involved in registering and maintaining registrations of the Trust under the 1940 Act; (j) all expenses of shareholders’ and trustees’ meetings, and of preparing, printing and mailing proxy, prospectuses and statements of additional information of the Funds or other communications for distribution to existing shareholders; (k) fees and expenses of trustees of the Trust who are not officers or employees of the Adviser; (1) all fees and expenses incident to the Fund’s dividend reinvestment plan; (m) charges and expenses of legal counsel to the independent trustees and to the Trust; (n) charges and expenses of legal counsel related to a transaction for the benefit of the Fund; (o) trade association dues; (p) interest payable on Fund borrowings; (q) any shareholder relations expense; (r) premiums for a fidelity bond and any errors and omissions insurance maintained by the Fund; and (s) any other ordinary or extraordinary expenses (including litigation expenses not incurred in the Fund’s ordinary course of business) incurred by the Fund in the course of its business. To the extent the Adviser incurs any costs by assuming expenses which are an obligation of the Fund as set forth herein, such Fund shall promptly reimburse the Adviser for such costs and expenses, except to the extent the Adviser has otherwise agreed to bear such expenses. To the extent the services for which the Fund is obligated to pay are performed by the Adviser, the Adviser shall be entitled to recover from the Fund to the extent of the Adviser’s personnel, the personnel of Alcentra NY, LLC (the “Sub-Adviser”) and acting on behalf of the Fund, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Fund’s other obligations hereunderactual costs for providing such services.

Fund Expenses. Subject to the limitations described below, the The Fund agrees to shall pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fees, the preparation and filing of the Registration Statement Fund’s pro rata share (including without limitation financial statements, exhibits, schedules calculated in accordance with Sections 2.8 (Parallel Vehicles) and consents2.9 (Alternative Vehicles), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees reasonable and properly incurred costs and expenses of the Fund’s legal counselFund other than General Partner Expenses (in each case, and independent registered public accounting firm; to the extent not reimbursed by a Portfolio Company), as follows (d) the qualification “Fund Expenses”): liquidation expenses of the Offered Shares for offering and Fund; sales, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with the purchase or sale under state laws in the states, including the Qualified Jurisdictions, that the Fund shall designate as appropriate and the determination of their eligibility-for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys to the Dealer Managersecurities; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees costs and expenses of any transfer agent (i) hosting annual or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation special meetings of the Adviser’s personnel, the personnel of Alcentra NY, LLC (the “Sub-Adviser”) Advisory Committee and acting any other expenses properly incurred by or on behalf of the Advisory Committee in accordance with Article 13 (Advisory Committee), and (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense (except for the costs of entertainment, including speaker fees) incurred by the Fund, the General Partner or the Fund Manager in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors connection with respect to the offering of the Offered Sharessuch conferences or meetings or preparation thereof; and (h) the performance expenses associated with preparation of the Fund’s financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reports, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other obligations hereundertax accounting expenses of the Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; fees, costs and expenses incurred in connection with the investigation, evaluation, diligence (including the costs of background checks and consultants providing specialized services not ordinarily provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise provided, fees and expenses incurred in connection with the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, registration and other professional services provided to the Fund; reasonable premiums for liability insurance to protect the Fund and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the Fund conducted by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding to such audits; the Management Fee; and Organizational Expenses to the extent provided in Section 2.5.3.

Fund Expenses. Subject to the limitations described below, the Fund Trust agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration feesfee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the FundTrust’s legal counsel, independent public or certified public accountants and independent registered public accounting firmother Advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Fund Trust shall designate as appropriate and the determination of their eligibility-eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys to the Dealer Managersurveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Adviser’s personnel, the personnel of Alcentra NY, LLC (the “SubAdvisor and the Co-Adviser”) and acting on behalf of the Fund, Advisor in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors advisers with respect to the offering of the Offered Shares; and (h) the performance of the FundTrust’s other obligations hereunder. Notwithstanding the foregoing, the Advisor and not the Trust shall be responsible for the costs and expenses described in this Section 3.1 to the extent that payment of such expenses would cause the aggregate of the Trust’s “organization and offering expenses” as defined in the Prospectus to exceed 1.0% of the gross proceeds from the sale of the Shares.

Fund Expenses. Subject Each Fund shall pay or cause to the limitations described below, the Fund agrees to pay be paid all costs of its own expenses and its allocable share of Trust expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminatedincurred in managing its portfolio of Securities, including expensesall commissions, fees and taxes in connection with: (a) the mark-xxx, transfer fees, registration fees, ticket charges, transfer taxes, custodian fees, legal fees for review of transactions or issues and similar expenses. Each Fund will also pay its allocable share of such extraordinary expenses as may arise including expenses incurred in connection with litigation, proceedings, and claims and the preparation and filing legal obligations of the Registration Statement (Trust/Corporation to indemnify its officers and Trustees/Directors and agents with respect thereto. Each Fund will promptly reimburse FGIM for any such expense to the extent advanced by FGIM. In no event will FGIM have any obligation to pay any of the Funds' expenses, including without limitation financial statements, exhibits, schedules and consents)limitation, the Prospectus, expenses of organizing the Trust and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)continuing its existence; (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Fund’s legal counsel, Trustees and independent registered public accounting firm; (d) the qualification officers of the Offered Shares Trust; fees for offering administrative personnel and sale under state laws services; expenses incurred in the statesdistribution of its shares ("Shares"), including the Qualified Jurisdictions, that the Fund shall designate as appropriate and the determination expenses of their eligibility-for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys to the Dealer Manageradministrative support services; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of preparing and printing its Registration Statements under the Securities Act of 1933 and the 1940 Act; expenses of registering and qualifying the Trust, the Funds, and Shares of the Funds under federal and state laws and regulations; expenses of preparing, printing, and distributing prospectuses (and any transfer agent or registrar for the Offered Shares amendments thereto) to shareholders; interest expense, taxes, fees, and miscellaneous commissions of every kind; expenses referred to in the Registration Statementof issue (including cost of Share certificates), purchase, repurchase, and redemption of Shares; (g) all costs charges and expenses incident of custodians, transfer agents, dividend disbursing agents, shareholder servicing agents, and registrars; printing and mailing costs, auditing, accounting, and legal expenses; reports to shareholders and governmental officers and commissions; expenses of meetings of Trustees and shareholders and proxy solicitations therefor; insurance expenses; association membership dues and such nonrecurring items as may arise, including all losses and liabilities incurred in administering the travel Trust/Corporation and accommodation of the Adviser’s personnel, the personnel of Alcentra NY, LLC (the “Sub-Adviser”) and acting on behalf of the Fund, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Fund’s other obligations hereunderFunds.