administering its business, including payments made to third-party providers of goods or services; (l) amounts payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating, making and disposing of investments (excluding payments to third-party vendors for financial information services and costs associated with meeting potential sponsors); (m) brokerage fees and commissions; (n) federal, state and local registration fees; (o) all costs of registration and listing the Companys securities on any securities exchange; (p) taxes; (q) independent director fees and expenses; (r) costs associated with the Companys reporting and compliance obligations under the Investment Company Act and applicable U.S. federal and state securities laws, including compliance with the Sarbanes-Oxley Act of 2002, as amended (the Sarbanes-Oxley Act); (s) the costs of any reports, proxy statements or other notices to the Companys stockholders, including printing costs; (t) costs of holding Board of Directors meetings and stockholder meetings; (u) the Companys fidelity bond; (v) directors and officers/errors and omissions liability insurance, and any other insurance premiums; (w) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute, and indemnification and other non-recurring or extraordinary expenses; (x) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, audit and legal costs; (y) fees and expenses associated with marketing efforts associated with the offer and sale of the Companys securities (including attendance at investment conferences and similar events); (z) dues, fees and charges of any trade association of which the Company is a member; (aa) costs of hedging, including the use of derivatives by the Company; (bb) costs associated with investor relations efforts; and (cc) all other expenses reasonably incurred by the Company, the Administrator or the sub-administrator in connection with administering the Companys business, such as the allocable portion of overhead under this Agreement, including rent and the Companys allocable portion of the costs and expenses of its chief compliance officer, chief financial officer, general counsel, secretary and their respective staffs, operations staff who provide services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Companys internal control assessment required under the Sarbanes-Oxley Act. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator.
5. Limitation of Liability of the Administrator; Indemnification
The Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including without limitation its members) shall not be liable to the Company or its stockholders for any action by the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including without limitation its members) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as administrator for the Company, and the Company shall indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including without limitation the Advisor, each of whom shall be deemed a third party beneficiary hereof) (collectively, the Indemnified Parties) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an