TO THIS SECTION 3 SHALL BE
COMPUTED AS OF THE PERIOD ENDING ON THE LAST BUSINESS DAY ON WHICH THIS
AGREEMENT IS IN EFFECT, SUBJECT TO PRO RATA ADJUSTMENT BASED ON THE NUMBER OF
DAYS ELAPSED IN THE CURRENT MONTH AS A PERCENTAGE OF THE TOTAL NUMBER OF DAYS IN
SUCH MONTH.
4.
EXPENSES
(A)
ADVISER WILL PAY FOR ITS OWN ACCOUNT ALL COSTS AND EXPENSES
INCURRED BY ADVISER IN RENDERING ITS SERVICES PURSUANT TO THIS AGREEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ADVISER WILL PAY (I) THE
SALARIES AND OTHER EMPLOYEE BENEFITS OF THE PERSONS IN ITS ORGANIZATION WHOM
ADVISER MAY ENGAGE TO RENDER SUCH SERVICES, INCLUDING WITHOUT LIMITATION PERSONS
WHO MAY FROM TIME TO TIME ACT AS THE COMPANY'S OFFICERS OR DIRECTORS, PROVIDED,
HOWEVER, THAT THE COMPANY'S BOARD MAY, IN ITS SOLE DISCRETION, AWARD TO THE
COMPANY'S OFFICERS, EMPLOYEES OR DIRECTORS (AS DESCRIBED IN THE COMPANY'S EQUITY
INCENTIVE PLAN ADOPTED BY THE COMPANY'S BOARD AND STOCKHOLDERS IN ACCORDANCE
WITH THE INVESTMENT COMPANY ACT) OPTIONS TO ACQUIRE SHARES OF THE COMPANY'S
COMMON STOCK, WHICH SHALL NOT BE DEEMED PART OF SUCH PERSONS' SALARIES OR OTHER
EMPLOYEE BENEFITS IN RESPECT OF THEIR EMPLOYMENT BY ADVISER, AND (II) THE COST
OF OFFICE SPACE, EQUIPMENT AND SERVICES, INCLUDING TELEPHONE SERVICE, HEAT,
UTILITIES, AND SIMILAR ITEMS REQUIRED FOR THE COMPANY'S DAY-TO-DAY OPERATIONS.
(B)
THE COMPANY WILL BE RESPONSIBLE TO PAY ALL OF ITS OPERATING
EXPENSES, EXCEPT THOSE SPECIFICALLY REQUIRED TO BE BORNE BY ADVISER UNDER THIS
AGREEMENT, AND THE COMPANY WILL REIMBURSE ADVISER PROMPTLY, AGAINST ADVISER'S
VOUCHER, FOR ANY EXPENSES INCURRED BY ADVISER FOR THE COMPANY'S ACCOUNT.
WITHOUT LIMITATION, SUCH OPERATING EXPENSES TO BE PAID BY THE COMPANY WILL
INCLUDE ALL THE FEES AND DISBURSEMENTS OF OR TO THE COMPANY'S COUNSEL,
ACCOUNTANTS, CUSTODIAN, TRANSFER AGENT AND REGISTRAR; INTEREST AND TAXES; FEES
AND EXPENSES INCURRED IN PRODUCING AND EFFECTING FILINGS WITH FEDERAL AND STATE
SECURITIES ADMINISTRATORS; COSTS OF THE COMPANY'S PERIODIC REPORTS TO AND OTHER
COMMUNICATIONS WITH THE COMPANY'S STOCKHOLDERS; ALL OTHER EXPENSES INCIDENTAL TO
HOLDING MEETINGS OF THE COMPANY'S STOCKHOLDERS, INCLUDING PROXY
3
SOLICITATIONS THEREFORE; ALL EXPENSES OF ANY OFFERING AND SALE BY THE COMPANY OF
ITS CAPITAL STOCK; FEES AND EXPENSES OF MEMBERS OF THE COMPANY'S BOARD WHO ARE
NOT DIRECTORS, MANAGERS, OFFICERS OR EMPLOYEES OF THE ADVISER OR OF ANY ENTITY
AFFILIATED WITH ADVISER; PREMIUMS FOR THE FIDELITY BOND, DIRECTORS AND OFFICERS
AND ERRORS AND OMMISSIONS INSURANCE POLICIES MAINTAINED BY THE COMPANY; ALL
TRANSACTION COSTS INCIDENT TO THE ACQUISITION AND DISPOSITION OF SECURITIES BY
THE COMPANY, INCLUDING, WITHOUT LIMITATION, LEGAL AND ACCOUNTING FEES AND OTHER
PROFESSIONAL OR TECHNICAL FEES AND EXPENSES (E.G., CREDIT REPORT, TITLE SEARCH
AND DELIVERY CHARGES, COSTS OF SPECIALIZED CONSULTANTS SUCH AS ACCOUNTANTS OR
INDUSTRY-SPECIFIC TECHNICAL EXPERTS, AND DEAL-SPECIFIC TRAVEL EXPENSES) INCURRED
IN MONITORING, NEGOTIATING AND WORKING-OUT SUCH INVESTMENTS, AS WELL AS
RESPONDING TO ANY LITIGATION ARISING THEREFROM.
IN ADDITION, THE COMPANY WILL
REIMBURSE ADVISER PROMPTLY, AGAINST ADVISER'S VOUCHER, FOR (A) ANY ORIGINATION
FEE WITH RESPECT TO ANY LOAN OR INVESTMENT MADE BY THE COMPANY THAT