REQUIRED IN
CONNECTION WITH THE BUSINESS OF THE COMPANY OR BY THE BOARD;
(VII)
EXPENSES OF MANAGING AND OPERATING ASSETS OWNED
BY THE COMPANY, WHETHER PAYABLE TO AN AFFILIATE OF THE COMPANY OR A
NON-AFFILIATED PERSON;
(VIII)
ALL EXPENSES IN CONNECTION WITH PAYMENTS TO THE
BOARD FOR ATTENDANCE AT MEETINGS OF THE BOARD AND STOCKHOLDERS;
(IX)
EXPENSES ASSOCIATED WITH LISTING OR WITH THE
ISSUANCE AND DISTRIBUTION OF SHARES AND OTHER SECURITIES OF THE COMPANY, SUCH AS
SELLING COMMISSIONS AND FEES, ADVERTISING EXPENSES, TAXES, LEGAL AND ACCOUNTING
FEES, LISTING AND REGISTRATION FEES, AND OTHER ORGANIZATION AND OFFERING
EXPENSES;
(X)
EXPENSES CONNECTED WITH PAYMENTS OF
DISTRIBUTIONS IN CASH OR OTHERWISE MADE OR CAUSED TO BE MADE BY THE COMPANY TO
THE STOCKHOLDERS;
(XI)
EXPENSES OF ORGANIZING, REVISING, AMENDING,
CONVERTING, MODIFYING, OR TERMINATING THE COMPANY OR THE ARTICLES OF
INCORPORATION;
(XII)
EXPENSES OF ANY THIRD PARTY TRANSFER AGENT FOR
THE SHARES AND OF MAINTAINING COMMUNICATIONS WITH STOCKHOLDERS, INCLUDING THE
COST OF PREPARATION, PRINTING, AND MAILING ANNUAL REPORTS AND OTHER STOCKHOLDER
REPORTS, PROXY STATEMENTS AND OTHER REPORTS REQUIRED BY GOVERNMENTAL ENTITIES;
(XIII)
ADMINISTRATIVE SERVICE EXPENSES (INCLUDING
PERSONNEL COSTS; PROVIDED, HOWEVER, THAT NO REIMBURSEMENT SHALL BE MADE FOR
COSTS OF PERSONNEL TO THE EXTENT THAT SUCH PERSONNEL PERFORM SERVICES IN
TRANSACTIONS FOR WHICH THE ADVISOR RECEIVES A SEPARATE FEE); AND
(XIV)
AUDIT, ACCOUNTING AND LEGAL FEES.
(B)
EXPENSES INCURRED BY THE ADVISOR ON BEHALF
OF THE COMPANY AND PAYABLE PURSUANT TO THIS SECTION 3.02 SHALL BE REIMBURSED NO
LESS THAN QUARTERLY TO THE ADVISOR WITHIN 60 DAYS AFTER THE END OF EACH QUARTER.
THE ADVISOR SHALL PREPARE A STATEMENT DOCUMENTING THE EXPENSES OF THE COMPANY
DURING EACH QUARTER, AND SHALL DELIVER SUCH STATEMENT TO THE COMPANY WITHIN 45
DAYS AFTER THE END OF EACH QUARTER.
3.03
OTHER SERVICES. SHOULD THE BOARD REQUEST THAT THE
ADVISOR OR ANY DIRECTOR, OFFICER OR EMPLOYEE THEREOF RENDER SERVICES FOR THE
COMPANY OTHER THAN SET FORTH IN SECTION 2.02, SUCH SERVICES SHALL BE SEPARATELY
COMPENSATED AT SUCH RATES AND IN SUCH AMOUNTS AS ARE AGREED BY THE ADVISOR AND
THE INDEPENDENT DIRECTORS, SUBJECT TO THE LIMITATIONS CONTAINED IN THE ARTICLES
OF INCORPORATION, AND SHALL NOT BE DEEMED TO BE SERVICES PURSUANT TO THE TERMS
OF THIS AGREEMENT.
16
3.04
REIMBURSEMENT TO THE ADVISOR. THE COMPANY SHALL
NOT REIMBURSE THE ADVISOR FOR TOTAL OPERATING EXPENSES TO THE EXTENT THAT TOTAL
OPERATING EXPENSES (INCLUDING THE ASSET MANAGEMENT FEE), IN THE FOUR CONSECUTIVE
FISCAL QUARTERS THEN ENDED (THE "EXPENSE YEAR") EXCEED (THE "EXCESS AMOUNT") THE
GREATER OF 2% OF AVERAGE INVESTED ASSETS OR 25% OF NET INCOME FOR SUCH YEAR. ANY
EXCESS AMOUNT PAID TO THE ADVISOR DURING A FISCAL QUARTER SHALL BE REPAID TO THE
COMPANY. REIMBURSEMENT OF ALL OR ANY PORTION OF THE TOTAL OPERATING EXPENSES
THAT EXCEED THE LIMITATION SET FORTH IN THE PRECEDING SENTENCE MAY, AT THE
OPTION OF THE ADVISOR, BE DEFERRED WITHOUT INTEREST AND MAY BE REIMBURSED IN ANY
SUBSEQUENT EXPENSE YEAR WHERE SUCH LIMITATION WOULD PERMIT SUCH REIMBURSEMENT IF
THE TOTAL OPERATING EXPENSE WERE INCURRED