Common use of Allocation of Expenses Clause in Contracts

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) All costs With respect to the operation of a Fund, the Adviser shall be responsible for (i) the Fund’s organizational expenses; (ii) providing the personnel, office space and equipment reasonably necessary to perform its obligations hereunder; (iii) the expenses of printing and distributing extra copies of the Fund’s prospectus, statement of additional information, and sales and advertising materials (but not the legal, auditing or accounting fees attendant thereto) to prospective investors (but not to existing shareholders) to the extent such expenses are not covered by any applicable plan adopted pursuant to Rule 12b-1 under the 1940 Act (each, a “12b-1 Plan”); (iv) the costs of any special Board meetings or shareholder meetings convened for the primary benefit of, and requested by, the Adviser; and (v) any costs of liquidating or reorganizing the Fund not expressly assumed if the liquidation or reorganization is made at the request of the Adviser (unless such cost is otherwise allocated by the Platform Manager under this Agreement pursuant Board). If the Adviser has agreed to clause limit the operating expenses of a Fund, the Adviser also shall be responsible on a monthly basis for any operating expenses that exceed the agreed upon expense limit, subject to the terms of such agreement. (b) A Fund is responsible for and has assumed the obligation for payment of this its expenses, other than as stated in Section 4 shall be paid by the Fund including4(a) above, including but not limited to, any : fees and expenses (including legal fees) incurred in connection with the organization issuance, registration (and maintenance of registration) and transfer of its shares; commissions, spreads, fees and other expenses connected with the acquisition, holding, disposition of securities and other investments including placement and similar fees in connection with direct placements entered into on behalf of the Fund; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust for the benefit of the Fund and the offering and issuance of Shares; including all fees and expenses relating to portfolio transactions of its custodian, shareholder services agent and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other accounting services agent; all expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investmentsborrowings; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, dividend expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services feesrelated to short sales; costs and expenses relating to any amendment of pricing and calculating its daily net asset value and of maintaining its books of account required under the Fund’s Agreement and Declaration 1940 Act; taxes, if any; its portion of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses expenditures in connection with meetings of the Board or that are properly payable by the Fund; its committeesallocable portion of expenditures in connection with meetings of shareholders as determined by the Board; its allocable portion of salaries and expenses of preparingofficers of the Trust other than officers and employees of U.S. Bancorp Fund Services, amending, printing, and distributing offering memoranda, statements LLC or any duly appointed successor (the “Administrator”) (except the Trust’s Chief Compliance Officer if determined to be appropriate by the Board); its allocable portion of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of members of the Trustees Board or members of any advisory board or committee who are not employees members of, affiliated with or interested persons of the Platform Manager Adviser or the Administrator; its affiliatesallocable portion of the Trust’s insurance premiums on property or personnel of the Fund which inure to its benefit, including liability and fidelity bond insurance; insurance premiumsthe cost of preparing and printing reports, proxy statements, Prospectuses of the Fund or other communications for distribution to existing shareholders; Extraordinary Expenses (as defined below)its allocable portion of the Trust’s legal, auditing and accounting fees; its allocable portion of the Trust’s trade association dues or educational program expenses determined appropriate by the Board; all expenses of maintaining and servicing shareholder accounts of the Fund maintained with the Trust’s transfer agent, including all charges for transfer, shareholder recordkeeping, distribution disbursing, redemption; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses including litigation, proceedings, claims and indemnification obligations to its directors, officers, service providers and shareholders, except as herein otherwise prescribed. (c) The Adviser may voluntarily or contractually absorb certain Fund expenses. (d) To the extent the Adviser incurs any costs by assuming expenses which are an obligation of a Fund as set forth herein, the Fund shall promptly reimburse the Adviser for such costs and expenses incurred expenses, except to the extent the Adviser has otherwise agreed to bear such expenses. To the extent the services for which a Fund is obligated to pay are performed by the Adviser, the Adviser shall be entitled to recover from such Fund to the extent of the Adviser’s actual costs for providing such services. In determining the Adviser’s actual costs, the Adviser may take into account an allocated portion of the salaries and overhead of personnel performing such services. (e) To the extent that the Adviser pays fees in addition to any Fund distribution or servicing fees to financial intermediaries, including without limitation banks, broker-dealers, financial advisors, or pension administrators, for sub-administration, sub-transfer agency or any other shareholder servicing or distribution services associated with shareholders whose shares are held in omnibus or other group accounts, the Adviser shall report such payments regularly to the Trust on the amounts paid and the relevant financial institutions. (f) The fee payable to the Adviser under this Agreement with respect to a Fund may be reduced to the extent of any receivable owed by the Adviser to the Fund (provided that such obligation is not subject to a good faith dispute) or as a result of dissolution, winding-up and termination of required under any operating expense limitation agreement applicable to the Fund.

Allocation of Expenses. The Fund assumes and shall pay all expenses for all other Fund operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Fund provides otherwise, the expenses to be borne by the Fund shall include, without limitation: (a) All costs all expenses of organizing the Fund; (b) the charges and expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid any registrar, stock transfer or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Fund includingfor the safekeeping of its cash, but not limited toportfolio securities and other property, any fees including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Fund (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the organization portfolio securities of the Fund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Fund to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Fund; (g) expenses involved in registering and maintaining registrations of the Fund and of its Shares with the offering Securities and issuance Exchange Commission ("SEC") and various states and other jurisdictions, including reimbursement of Shares; all fees and actual expenses relating to portfolio transactions and positions incurred by the Adviser or others in performing such functions for the Fund’s account , and including compensation of persons who are employees of the Adviser, in proportion to the relative time spent on such as direct matters; (h) expenses of shareholders' and indirect trustees' meetings, including meetings of committees, and of preparing, printing and mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses associated of preparing and printing prospectuses; (j) compensation and expenses of trustees who are not affiliated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel Adviser; (k) charges and other expenses incurred of legal counsel in connection with the selection or monitoring of investments, or enforcing matters relating to the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (, including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses legal services rendered in connection with repurchase offers the Fund's trust and any repurchases or redemptions financial structure and relations with its shareholders, issuance of SharesShares of the Fund and registration and qualification of Shares under federal, state and other laws; taxes (l) the cost and governmental fees (including tax preparation fees); expense of maintaining the investment management fee, books and the fees and expenses records of the Fund’s administrator, including general ledger accounting; fees (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act which may also cover the Adviser; (n) expenses of incurred in obtaining and maintaining any custodian, subcustodian, transfer agent, and registrar, and any other agent surety bond or similar coverage with respect to securities of the Fund; (o) interest payable on Fund borrowings; (p) such other non-recurring expenses of the Fund as may arise, including expenses of actions, suits or proceedings to which the Trust on behalf of the Fund is a party and expenses resulting from the legal obligation that the Trust on behalf of the Fund may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; and (r) all costs other expenses permitted by the Prospectus and charges for equipment or services used in communicating information regarding Statement of Additional Information of the Fund’s transactions among the Platform Manager and any custodian or other agent engaged Fund as being paid by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to a separate administration agreement with the Trust, the Fund assumes and shall pay all expenses for all other Fund operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Fund provides otherwise, the expenses to be borne by the Fund shall include, without limitation: (a) All costs all expenses of organizing the Fund; (b) the charges and expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid any registrar, stock transfer or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Fund includingfor the safekeeping of its cash, but not limited toportfolio securities and other property, any fees including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Fund (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the organization portfolio securities of the Fund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Fund to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Fund; (g) expenses involved in registering and maintaining registrations of the Fund and of its Shares with the offering Securities and issuance Exchange Commission (“SEC”) and various states and other jurisdictions, including reimbursement of Shares; all fees and actual expenses relating to portfolio transactions and positions incurred by the Adviser or others in performing such functions for the Fund’s account , and including compensation of persons who are employees of the Adviser, in proportion to the relative time spent on such as direct matters; (h) expenses of shareholders’ and indirect trustees’ meetings, including meetings of committees, and of preparing, printing and mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses associated of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel Adviser; (k) charges and other expenses incurred of legal counsel in connection with the selection or monitoring of investments, or enforcing matters relating to the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (, including, without limitation, legal services rendered in connection with the Fund’s trust and financial structure and relations with its shareholders, issuance of Shares of the Fund and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Fund, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Fund; (o) interest payable on Fund borrowings; (p) such other non-recurring expenses of consultantsthe Fund as may arise, experts including expenses of actions, suits or proceedings to which the Trust on behalf of the Fund is a party and specialists); research expenses resulting from the legal obligation that the Trust on behalf of the Fund may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; fees and (r) all other expenses permitted by the Prospectus and expenses Statement of outside counsel (including fees and expenses associated with Additional Information of the review of documentation for prospective investments Fund as being paid by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. The Advisor agrees that it will furnish the Trust, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (aor an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses of relating to the Fund not expressly assumed by the Platform Manager Advisor under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund Trust from the assets of the Fund, as applicable, including, but not limited to, any fees to (i) interest and expenses in connection with the organization of the Fund and the offering and issuance of Sharestaxes; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; (ii) brokerage commissions; interest and fees on any borrowings by the Fund(iii) insurance premiums; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees iv) compensation and expenses of outside counsel (including fees and expenses associated the Trust's Trustees other than those affiliated with the review of documentation for prospective investments by the Fund), including foreign counselAdvisor; accounting, auditing (v) legal and tax preparation audit expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the vi) fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Fund’s administrator's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of any custodian, subcustodian, transfer agent, and registrar, and any other agent the Trust or the shares of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”ix) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, printing and distributing offering memoranda, statements of additional information, mailing reports and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, notices and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating materials to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination shareholders of the Fund; (x) all other expenses incident to holding meetings of the Fund's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Fund agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Fund pursuant to Rule 12b-1 under the 1940 Act.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the MCM Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Subadviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Subadviser's overhead and employee costs); fees payable to the Subadviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses 's Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager 's financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders' and other meetings.

Allocation of Expenses. Except for the services and facilities to be provided by IMCO set forth in paragraph 2 above and the services provided by IMCO set forth in any other Agreement between the Company and IMCO, the Company assumes and shall pay all expenses for all other Fund operations and activities and shall reimburse IMCO for any such expenses incurred by IMCO. The expenses to be borne by the Company shall include, without limitation: (a) All costs the charges and expenses of the Fund not expressly assumed any registrar, share transfer or dividend disbursing agent, custodian, or depository appointed by the Platform Manager under this Agreement pursuant to clause Company for the safekeeping of a Fund's cash, portfolio securities and other property; (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees charges and expenses of auditors; (c) brokerage commissions, if any, for transactions in the portfolio securities of the Funds; (d) all taxes, including issuance and transfer taxes, and fees payable by a Fund to federal, state or other governmental agencies; (e) the cost of share certificates representing Shares of a Fund; (f) fees involved in registering and maintaining registrations of the Company and of its Shares with the Securities and Exchange Commission and various states and other jurisdictions; (g) all expenses of shareholders' and Directors' meetings and of preparing, printing and mailing proxy statements, quarterly reports, semiannual reports, annual reports and other communications (including prospectuses) to existing shareholders; (h) computation of each Fund's net asset value per Share, including the use of equipment or services to price or value the Fund's investment portfolio; (i) compensation and travel expenses of Directors who are not "interested persons" of the Company within the meaning of the 1940 Act; (j) the expense of furnishing or causing to be furnished to each shareholder of a Fund a statement of the shareholder's account, including the expense of mailing; (k) charges and expenses of legal counsel in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses matters relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentsFunds, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses legal services rendered in connection with repurchase offers the Funds' legal and any repurchases or redemptions financial structure and relations with its shareholders, issuance of Fund Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees registration and expenses qualification of the Fund’s administrator; fees and expenses of any custodiansecurities under federal, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports state and other documents with government agencieslaws; (l) membership or association dues for the Investment Company Institute or similar organizations; (m) interest payable on Fund borrowings; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses and (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundn) postage.

Allocation of Expenses. (a) All costs With respect to the operation of a Fund, the Adviser shall be responsible for (i) the Fund’s organizational expenses; (ii) providing the personnel, office space and equipment reasonably necessary to perform its obligations hereunder; (iii) the expenses of printing and distributing extra copies of the Fund’s prospectus, statement of additional information, and sales and advertising materials (but not the legal, auditing or accounting fees attendant thereto) to prospective investors (but not to existing shareholders) to the extent such expenses are not covered by any applicable plan adopted pursuant to Rule 12b-1 under the 1940 Act (each, a “12b-1 Plan”); (iv) the costs of any special Board meetings or shareholder meetings convened for the primary benefit of, and requested by, the Adviser; and (v) any costs of liquidating or reorganizing the Fund not expressly assumed if the liquidation or reorganization is made at the request of the Adviser (unless such cost is otherwise allocated by the Platform Manager under this Agreement pursuant Board). If the Adviser has agreed to clause limit the operating expenses of a Fund, the Adviser also shall be responsible on a monthly basis for any operating expenses that exceed the agreed upon expense limit, subject to the terms of such agreement. (b) A Fund is responsible for and has assumed the obligation for payment of this its expenses, other than as stated in Section 4 shall be paid by the Fund including4(a) above, including but not limited to, any : fees and expenses (including legal fees) incurred in connection with the organization issuance, registration (and maintenance of registration) and transfer of its shares; commissions, spreads, fees and other expenses connected with the acquisition, holding, disposition of securities and other investments including placement and similar fees in connection with direct placements entered into on behalf of the Fund; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust for the benefit of the Fund and the offering and issuance of Shares; including all fees and expenses relating to portfolio transactions of its custodian, shareholder services agent and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other accounting services agent; all expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investmentsborrowings; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, dividend expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services feesrelated to short sales; costs and expenses relating to any amendment of pricing and calculating its daily net asset value and of maintaining its books of account required under the Fund’s Agreement and Declaration 1940 Act; taxes, if any; its portion of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses expenditures in connection with meetings of the Board or that are properly payable by the Fund; its committeesallocable portion of expenditures in connection with meetings of shareholders as determined by the Board; its allocable portion of salaries and expenses of preparingofficers of the Trust other than officers and employees of U.S. Bancorp Fund Services, amending, printing, and distributing offering memoranda, statements LLC or any duly appointed successor (the “Administrator”) (except the Trust’s Chief Compliance Officer if determined to be appropriate by the Board); its allocable portion of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of members of the Trustees Board or members of any advisory board or committee who are not employees members, affiliated persons, or interested persons of the Platform Manager Adviser or the Administrator; its affiliatesallocable portion of the Trust’s insurance premiums on property or personnel of the Fund which inure to its benefit, including liability and fidelity bond insurance; insurance premiumsthe cost of preparing and printing reports, proxy statements, Prospectuses of the Fund or other communications for distribution to existing shareholders; Extraordinary Expenses (as defined below)its allocable portion of the Trust’s legal, auditing and accounting fees; its allocable portion of the Trust’s trade association dues or educational program expenses determined appropriate by the Board; all expenses of maintaining and servicing shareholder accounts of the Fund maintained with the Trust’s transfer agent, including all charges for transfer, shareholder recordkeeping, distribution disbursing, redemption; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses including litigation, proceedings, claims and indemnification obligations to its directors, officers, service providers and shareholders, except as herein otherwise prescribed. (c) The Adviser may voluntarily or contractually absorb certain Fund expenses. (d) To the extent the Adviser incurs any costs by assuming expenses which are an obligation of a Fund as set forth herein, the Fund shall promptly reimburse the Adviser for such costs and expenses incurred expenses, except to the extent the Adviser has otherwise agreed to bear such expenses. To the extent the services for which a Fund is obligated to pay are performed by the Adviser, the Adviser shall be entitled to recover from such Fund to the extent of the Adviser’s actual costs for providing such services. In determining the Adviser’s actual costs, the Adviser may take into account an allocated portion of the salaries and overhead of personnel performing such services. (e) To the extent that the Adviser pays fees in addition to any Fund distribution or servicing fees to financial intermediaries, including without limitation banks, broker-dealers, financial advisors, or pension administrators, for sub-administration, sub-transfer agency or any other shareholder servicing or distribution services associated with shareholders whose shares are held in omnibus or other group accounts, the Adviser shall report such payments regularly to the Trust on the amounts paid and the relevant financial institutions. (f) The fee payable to the Adviser under this Agreement with respect to a Fund may be reduced to the extent of any receivable owed by the Adviser to the Fund (provided that such obligation is not subject to a good faith dispute) or as a result of dissolution, winding-up and termination of required under any operating expense limitation agreement applicable to the Fund.

Allocation of Expenses. In addition to the fees described in Section 2 hereof, the Fund shall pay all its expenses which are not assumed by the Adviser in its capacity as the Fund's investment adviser. These Fund expenses include, by way of example, but not by way of limitation, (a) All costs brokerage and commission expenses; (b) interest charges on borrowings; (c) fees and expenses of legal counsel and independent auditors; (d) the Fund Fund's organizational and offering expenses, whether or not expressly assumed advanced by the Platform Manager under this Agreement pursuant to clause Adviser; (be) federal, state, local and foreign taxes, including issue and transfer taxes incurred by or levied on the Fund; (f) cost of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization certificates representing common shares of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and any other expenses incurred in connection with (including clerical expenses) of issuance, sale or repurchase of the selection or monitoring common shares of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists)g) association membership dues; research expenses; (h) fees and expenses of outside counsel (including fees registering and expenses associated making notice filings with the review of documentation for prospective investments by respect to the Fund), including foreign counsel's shares under the appropriate federal and state securities laws; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and i) expenses of the Fund’s administratorprinting and distributing reports, notices and proxy materials to shareholders; (j) costs of annual and special shareholders' meetings; fees and (k) expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government governmental agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees (l) charges and expenses of the Trustees who Fund's administrator, custodian, registrar, transfer agent and dividend disbursing agent; (m) expenses of disbursing dividends and distributions; (n) compensation of the Fund's officers, directors and employees that are not employees of the Platform Manager Affiliated Persons or its affiliates; insurance premiums; Extraordinary Expenses Interested Persons (as defined below)in Section 2(a) of the Investment Company Act) of the Adviser; and (o) the cost of other personnel providing services to the Fund; (p) travel expenses for attendance of Board of Directors meetings by all costs and expenses incurred as a result members of dissolution, winding-up and termination the Board of Directors of the Fund; (q) insurance expenses; (r) costs of stationery and supplies; and (s) any extraordinary expenses of a nonrecurring nature.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform The Manager shall, at its expense, employ or associate with itself such persons as it believes appropriate to assist in performing its obligations under this Agreement pursuant and provide all services, equipment, facilities and personnel necessary to clause (b) of perform its obligations under this Section 4 Agreement; provided, however, that the Trust shall be paid responsible for all expenses incurred by the Fund including, but not limited to, any fees and expenses Manager in connection with owning, maintaining and operating telephone lines, data lines and similar communication facilities, to the organization extent that such lines and facilities are used by the Manager to provide any of the Fund shareholder services specified on Schedule B hereto, as amended from time to time. In addition to those expenses described above, the Trust shall be responsible for all its expenses and the offering and issuance liabilities, including compensation of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated its Trustees who are not affiliated with the Fund’s investments, including its investments in investment funds, Administrator or proposed investments, whether the Manager or not any of their affiliates; such investments are completed, including travel compensation of the Compliance Staff as may be agreed to from time to time by the Board of Trustees of the Trust; taxes and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissionsgovernmental fees; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expensescharges; fees and expenses of outside counsel (including fees the Trust’s independent accountants and expenses associated with the review of documentation for prospective investments by the Fund), including foreign legal counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administratortrade association membership dues; fees and expenses of any custodian, subcustodiancustodian (including for keeping books and accounts and calculating the net asset value of shares of each Fund, transfer agent, registrar and registrar, and any other dividend disbursing agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committeesTrust; expenses of preparingissuing, amendingselling, printingredeeming, registering and distributing offering memoranda, statements qualifying for sale the Trust’s shares of additional information, beneficial interest; expenses of preparing and any other sales material printing share certificates (and any supplements or amendments theretoif any), prospectuses, shareholders’ reports, notices, websites, other communications proxy statements and reports to shareholders, and proxy materialsregulatory agencies; the cost of office supplies; travel expenses of preparingall officers, printing, trustees and filing reports employees; insurance premiums; brokerage and other documents with government agenciesexpenses of executing portfolio transactions; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below)organizational expenses; and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundextraordinary expenses.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Fund Servicing Agent under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesUnits; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments investments, through Partners Group Private Equity (Master Fund), LLC (the “Master Fund”), in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesUnits; taxes and governmental fees (including tax preparation fees); the Fund’s pro rata share of the investment management feefee payable by the Master Fund to Partners Group in its capacity as investment manager of the Master Fund, the incentive allocation, the Fund Servicing Fee and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Fund Servicing Agent and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust limited liability company agreement (the “Trust InstrumentLLC Agreement”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholdersmembers’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder member recordkeeping and shareholder member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Fund Servicing Agent or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) All costs In addition to the fees described in Section 2 hereof, the Fund shall pay all its expenses which are not assumed by the Adviser in its capacity as the Fund's investment adviser. These Fund expenses include, by way of example, but not by way of limitation, (a) brokerage and commission expenses; (b) interest charges on borrowings; (c) fees and expenses of legal counsel and independent auditors; (d) the Fund Fund's organizational and offering expenses, whether or not expressly assumed advanced by the Platform Manager under this Agreement pursuant to clause Adviser; (be) Federal, state, local and foreign taxes, including issue and transfer taxes incurred by or levied on the Fund; (f) cost of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization certificates representing common shares of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and any other expenses incurred in connection with (including clerical expenses) of issuance, sale or repurchase of the selection or monitoring common shares of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists)g) association membership dues; research expenses; (h) fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by registering the Fund), including foreign counsel's shares under the appropriate Federal securities laws and of qualifying the Fund's shares under applicable state securities laws; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and i) expenses of the Fund’s administratorprinting and distributing reports, notices and proxy materials to shareholders; (j) costs of annual and special shareholders' meetings; fees and (k) expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government governmental agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees (l) charges and expenses of the Trustees who Fund's administrator, custodian, registrar, transfer agent and dividend disbursing agent; (m) expenses of disbursing dividends and distributions; (n) compensation of the Fund's officers, directors and employees that are not employees of the Platform Manager Affiliated Persons or its affiliates; insurance premiums; Extraordinary Expenses Interested Persons (as defined below)in Section 2(a) of the Investment Company Act of 1940, as amended and the rules, regulations and releases relating thereto) of the Adviser; and (o) the cost of other personnel providing services to the Fund; (p) travel expenses for attendance of Board of Directors meetings by all costs and expenses incurred as a result members of dissolution, winding-up and termination the Board of Directors of the Fund; (q) insurance expenses; (r) costs of stationery and supplies; and (s) any extraordinary expenses of a nonrecurring nature. (b) Notwithstanding the foregoing, if the aggregate expenses incurred by, or allocated to, the Fund in any fiscal year shall exceed the expense limitations applicable to the Fund imposed by state securities laws or regulations thereunder, as such limitations may be raised or lowered from time to time, the Adviser shall reimburse the Fund for such excess, provided that Adviser's reimbursement obligation will be limited to the amount of fees it receives from the Fund during the period in which such expense limitations were exceeded, unless otherwise required by applicable laws or regulations. With respect to portions of a fiscal year in which this contract shall be in effect, the foregoing limitations shall be prorated according to the proportion which that portion of the fiscal year bears to the full fiscal year. Any payments required to be made by this Paragraph 3(b) shall be made once a year promptly after the end of the Fund's fiscal year.

Allocation of Expenses. During the term of this Agreement, PIMCO will pay all expenses incurred by it in connection with its obligations under this Agreement with respect to a Fund, except such expenses as are assumed by the Fund or the Parent Company, on behalf of the Fund, under this Agreement. PIMCO may also, in its sole discretion, bear any expenses that would otherwise be borne by a Fund or the Parent Company, on behalf of the Fund, under this Agreement. In addition, PIMCO shall bear the following expenses under this Agreement: (a) All costs and expenses Expenses of the Fund not expressly assumed all audits by the Platform Manager under this Agreement pursuant to clause each Fund’s independent public accountants; (b) Expenses of this Section 4 shall be paid each Fund’s transfer agent, registrar, dividend disbursing agent and recordkeeping agent, if any; (c) Expenses of any custodian providing custodial services to a Fund or any trust for the benefit of a Fund, including any recordkeeping services provided by the custodian; (d) Expenses of obtaining quotations for calculating the value of each Fund’s net assets; (e) Expenses of maintaining each Fund’s tax records; (f) Costs and/or fees, including legal fees, incident to the filing of reports with regulatory bodies and the maintenance of each Fund’s existence and qualification to do business; (g) Each Fund’s ordinary legal fees, including the legal fees that arise in the ordinary course of business for a Delaware limited liability company; and (h) Each Fund’s insurance premiums. Each Fund includingor the Parent Company, but not limited to, any fees and expenses in connection with the organization on behalf of the Fund Fund, shall bear the following expenses: (a) Salaries and the offering and issuance other compensation or expenses, including travel expenses, of Shares; all fees and expenses relating to portfolio transactions and positions for any of the Fund’s account such as direct executive officers and indirect expenses associated with employees, if any, who are not officers, directors, shareholders, members, partners or employees of PIMCO or its subsidiaries or affiliates; (b) Taxes and governmental fees, if any, levied against the Fund’s investments; (c) Brokerage fees and commissions, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other portfolio transaction expenses incurred in connection with by or for the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees Fund (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside legal counsel or third-party consultants retained in connection with reviewing, negotiating and structuring specialized loans and other investments made by the Fund, subject to specific or general authorization by the Parent Company’s Board of Trustees); (d) Expenses of the Fund’s securities lending (if any), including any securities lending agent fees, as governed by a separate securities lending agreement; (e) Costs, including interest expenses, of borrowing money or engaging in other types of leverage financing including, without limitation, through the use by the Fund of reverse repurchase agreements, tender option bonds, bank borrowings and credit facilities; (f) Costs, including dividend and/or interest expenses and other costs (including, without limitation, offering and related legal costs, fees to brokers, fees to auction agents, fees to transfer agents, fees to rating agencies and expenses fees to auditors associated with satisfying ratings agency requirements for securities issued by the Fund and other related requirements in a Fund’s organizational documents) associated with the review Fund’s issuance, offering, redemption and maintenance of documentation senior securities for prospective investments the purpose of incurring leverage; (g) Fees and expenses of any underlying funds or other pooled vehicles in which the Fund invests; (h) Dividend and interest expenses on short positions taken by the Fund); (i) Fees and expenses, including foreign counsel; accounting, auditing and tax preparation travel expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of legal counsel retained for their benefit, of Trustees of the Fund’s administrator; fees and Fund who are not officers, employees, partners, shareholders or members of PIMCO or its subsidiaries or affiliates; (j) Extraordinary expenses, including extraordinary legal expenses, as may arise, including expenses of any custodianincurred in connection with litigation, subcustodianproceedings, transfer agentother claims, and registrarthe legal obligations of the Fund to indemnify its directors, officers, employees, shareholders, distributors, and any other agent agents with respect thereto; (k) Organizational and offering expenses of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment and (l) Expenses of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses Fund which are capitalized in connection accordance with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundgenerally accepted accounting principles.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, the Platform Manager Fee and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) All costs In addition to the fees described in Section 2 hereof, the Fund shall pay all its expenses which are not assumed by the Adviser in its capacity as the Fund’s investment adviser. These Fund expenses include, by way of example, but not by way of limitation, (a) brokerage and commission expenses; (b) interest charges on borrowings; (c) fees and expenses of legal counsel and independent auditors; (d) the Fund Fund’s organizational and offering expenses, whether or not expressly assumed advanced by the Platform Manager under this Agreement pursuant to clause Adviser; (be) Federal, state, local and foreign taxes, including issue and transfer taxes incurred by or levied on the Fund; (f) cost of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization certificates representing common shares of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and any other expenses incurred in connection with (including clerical expenses) of issuance, sale or repurchase of the selection or monitoring common shares of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists)g) association membership dues; research expenses; (h) fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by registering the Fund)’s shares under the appropriate Federal securities laws and of qualifying the Fund’s shares under applicable state securities laws; (i) expenses of printing and distributing reports, including foreign counselnotices and proxy materials to shareholders; accounting, auditing (j) costs of annual and tax preparation expensesspecial shareholders’ meetings; fees (k) expenses of filing reports and expenses in connection other documents with repurchase offers and any repurchases or redemptions of Sharesgovernmental agencies; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees l) charges and expenses of the Fund’s administrator; fees and expenses of any custodianAdministrator, subcustodian, transfer agent, custodian and registrar, transfer agent and any dividend disbursing agent; (m) expenses of disbursing dividends and distributions; (n) compensation of the Fund’s officers, directors and employees that are not Affiliated Persons or Interested Persons (as defined in Section 2(a) of the Investment Company Act of 1940, as amended and the rules, regulations and releases relating thereto) of the Adviser; (o) the cost of other agent personnel providing services to the Fund; (p) travel expenses for attendance of Board of Trustees meetings by all members of the Board of Trustees of the Fund; all (q) insurance expenses; (r) costs of stationery and charges supplies; and (s) any extraordinary expenses of a nonrecurring nature. (b) Notwithstanding the foregoing, if the aggregate expenses incurred by, or allocated to, the Fund in any fiscal year shall exceed the expense limitations applicable to the Fund imposed by state securities laws or regulations thereunder, as such limitations may be raised or lowered from time to time, the Adviser shall reimburse the Fund for equipment such excess, provided that Adviser’s reimbursement obligation will be limited to the amount of fees it receives from the Fund during the period in which such expense limitations were exceeded, unless otherwise required by applicable laws or services used regulations. With respect to portions of a fiscal year in communicating information regarding which this contract shall be in effect, the Fund’s transactions among foregoing limitations shall be prorated according to the Platform Manager and any custodian or other agent engaged proportion which that portion of the fiscal year bears to the full fiscal year. Any payments required to be made by this Paragraph 3(b) shall be made once a year promptly after the Fund; bank services fees; costs and expenses relating to any amendment end of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundfiscal year.

Allocation of Expenses. The Adviser shall pay all expenses of the Trust, except for: (ai) All costs distribution and service fees payable pursuant to a Rule 12b-1 plan, if any; (ii) salaries and other compensation or expenses, including travel expenses, of any of a Fund’s executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of the Adviser or its subsidiaries or affiliates; (iii) taxes and governmental fees, if any, levied against a Fund; (iv) brokerage fees and commissions, and other portfolio transaction expenses incurred by or for a Fund; (v) expenses of a Fund’s securities lending (if any), including any securities lending agent fees, as governed by a separate securities lending agreement; costs, including interest expenses, of borrowing money or engaging in other types of leverage financing; (vi) fees and expenses of the any underlying funds or other pooled vehicles in which a Fund not expressly assumed invests; (vii) dividend and interest expenses on short positions taken by the Platform Manager under this Agreement pursuant to clause a Fund; (bviii) of this Section 4 shall be paid by the Fund includingfees and expenses, but not limited toincluding travel expenses, any and fees and expenses in connection with the organization of legal counsel retained for their benefit, of Trustees who are not officers, employees, partners, shareholders or members of the Fund and the offering and issuance of SharesAdviser or its subsidiaries or affiliates; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments(ix) extraordinary expenses, including its investments in investment fundsextraordinary legal expenses, or proposed investmentsas may arise, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses incurred in connection with litigation, proceedings, other claims, contractual arrangements with Partner Charities and the legal obligations of consultantsa Fund to indemnify its Trustees, experts officers, employees, shareholders, distributors, and specialists)agents with respect thereto; research expenses; (x) fees and expenses of outside counsel (expenses, including legal, printing and mailing, solicitation and other fees and expenses associated with the review and incident to shareholder meetings and proxy solicitations involving shareholder proposals or other non-routine matters that are not initiated or proposed by Fund management; (xi) organizational and offering expenses of documentation for prospective investments by the a Fund, including registration (including Share registration fees), including foreign counsel; accountinglegal, auditing marketing, printing, accounting and tax preparation other expenses; fees , associated with organizing a Fund in its state of jurisdiction and expenses in connection with repurchase offers and any repurchases or redemptions the initial registration of Shares; taxes and governmental fees (including tax preparation fees); a Fund under the investment management fee, 1940 Act and the fees and expenses initial registration of its shares under the Securities Act (i.e., through the effectiveness of the Fund’s administratorinitial registration statement on Form N-1A); (xii) fees and expenses associated with seeking, applying for and obtaining formal exemptive, no-action and/or other relief from the SEC; and (xiii) expenses of a Fund which are capitalized in accordance with generally accepted accounting principles. Any officer or employee of the Adviser or of any custodianentity controlling, subcustodiancontrolled by or under common control with the Adviser, transfer agentwho may also serve as officers, and registrar, and any other agent of the Fund; all costs and charges for equipment trustees or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of Trust shall not receive any compensation from the FundTrust for their services.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesInterests; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesInterests; taxes and governmental fees (including tax preparation fees); the investment management fee, Investment Management Fee and the incentive allocation; the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Adviser and any custodian or other agent engaged by the Fund; bank services service fees; costs and expenses relating to any amendment of the Fund’s LLC Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional informationSAIs, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholdersmembers’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder member recordkeeping and shareholder member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Adviser or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesUnits; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesUnits; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust Limited Liability Company Agreement (the “Trust InstrumentLLC Agreement”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. Except for the services and facilities to be provided by the Administrator set forth in paragraph 2 above and the services provided by the Administrator set forth in a Advisory Agreement between the Company and the Administrator, the Funds assume and shall pay all expenses for all other Funds operations and activities and shall reimburse the Administrator for any such expenses incurred by the Administrator. The expenses to be borne by the Funds shall include, without limitation: (a) All costs the charges and expenses of the Fund not expressly assumed any registrar, share transfer or dividend disbursing agent, custodian, or depository appointed by the Platform Manager under this Agreement pursuant to clause Company for the safekeeping of the Funds' cash, portfolio securities and other property; (b) the charges and expenses of this Section 4 shall be paid auditors; (c) brokerage commissions, if any, for transactions in the portfolio securities of the Funds; (d) all taxes, including issuance and transfer taxes, and fees payable by the Fund includingFunds to federal, but state or other governmental agencies; (e) the cost of share certificates representing Shares of the Funds; (f) fees involved in registering and maintaining registrations of the Company and of its Shares with the Securities and Exchange Commission and various states and other jurisdictions; (g) all expenses of shareholders' and Directors' meetings and of preparing, printing and mailing proxy statements, quarterly reports, semiannual reports, annual reports and other communications (including prospectuses) to existing shareholders; (h) compensation and travel expenses of Directors who are not limited to"interested persons" within the meaning of the 1940 Act; (i) the expense of furnishing or causing to be furnished to each shareholder a statement of his account, any fees including the expense of mailing; (j) charges and expenses of legal counsel in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses matters relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentsFunds, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses legal services rendered in connection with repurchase offers the Funds' legal and any repurchases or redemptions financial structure and relations with its shareholders, issuance of Funds Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees registration and expenses qualification of the Fund’s administrator; fees and expenses of any custodiansecurities under federal, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports state and other documents with government agencieslaws; (k) membership or association dues for the Investment Company Institute or similar organizations; (l) interest payable on Funds borrowings; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.and

Allocation of Expenses. The Adviser agrees that it will furnish each Fund, at its expense, all office space and facilities, equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser agrees that it will supply to any administrator (athe "Administrator") of the Funds all necessary financial information in connection with the Administrator's duties under any agreement between the Administrator and the Trust on behalf of the Funds. All costs and expenses of associated with any administrative functions delegated by the Adviser to the Administrator that are not pursuant to any agreement between the Administrator and a Fund or the Adviser and a Fund will be paid by the Adviser. All other costs and expenses not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) or by the Administrator under the administration agreement between it and the Trust on behalf of this Section 4 a fund shall be paid by the Fund from the assets in the Fund, including, but not limited to, any to (i) fees paid to the Adviser and the Administrator; (ii) interest and taxes; (iii);brokerage commissions; (iv) insurance premiums; (v) compensation and expenses in connection of the Trustees other than those affiliated with the organization of adviser or the Fund administrator; (vi) legal, accounting and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation audit expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; vii) fees and expenses of outside counsel any transfer agent, distributor, registrar, dividend disbursing agent or shareholder servicing agent of the Fund; (viii) expenses, including clerical expenses, incident to the issuance, redemption or purchase of shares of the Fund, including issuance on the payment of, or reinvestment of, dividends; (ix) fees and expenses associated incident to the registration under Federal or state securities laws of the Fund or its shares; (x) expenses of preparing, setting in type, printing and mailing prospectuses, statements of additional information, reports and notices and proxy material to shareholders of the Fund; (xi) all other expenses incidental to holding meetings of the Fund's shareholders; (xii) expenses connected with the review execution, recording and settlement of documentation for prospective investments by the Fund), including foreign counselportfolio securities transactions; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the xiii) fees and expenses of the Fund’s administrator's custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; fees and (xiv) expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent calculating net asset value of the shares of the Fund; all costs (xv) industry membership fees allocable to the fund; and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and (xvi) such extraordinary expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetingsas may arise, including litigation affecting the solicitation of proxies in connection therewith; expenses of corporate data processing Fund and related services; shareholder recordkeeping the legal obligations which the Fund may have to indemnify the officers and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundwith respect thereto.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Limited Liability Company Agreement and Declaration of Trust (the “Trust InstrumentLLC Agreement”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesInterests; all fees and expenses relating to portfolio transactions and positions for reasonably incurred in connection with the Fund’s account operation of the Fund such as direct and indirect expenses associated with related to the Fund’s investments, including its assessment of prospective investments in investment funds, or proposed investments, (whether or not such investments are completedconsummated), including investment structuring, corporate action, travel associated with due diligence and other expenses incurred in connection with the selection or monitoring of investments, or activities and enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside tax or legal counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesInterests; taxes and governmental fees (including tax preparation fees); the investment management fee, Investment Management Fee and the Incentive Fee; the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund, including any fees paid pursuant to the distribution and/or services plan adopted by the Fund in compliance with Rule 12b-1 under the Investment Company Act; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Adviser and any custodian or other agent engaged by the Fund; bank services service fees; costs and expenses relating to any amendment of the Fund’s LLC Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memorandadocuments, statements of additional informationSAIs, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholdersmembers’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder member recordkeeping and shareholder member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Adviser or its affiliates; expenses (including travel or lodging) incurred by Fund officers for attending Board meetings or conducting the Fund’s business; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) All costs In addition to the fees described in Section 2 hereof, the Fund shall pay all its expenses which are not assumed by the Adviser in its capacity as the Fund's investment adviser. These Fund expenses include, by way of example, but not by way of limitation, (a) brokerage and commission expenses; (b) interest charges on borrowings; (c) fees and expenses of legal counsel and independent auditors; (d) the Fund Fund's organizational and offering expenses, whether or not expressly assumed advanced by the Platform Manager under this Agreement pursuant to clause Adviser; (be) Federal, state, local and foreign taxes, including issue and transfer taxes incurred by or levied on the Fund; (f) cost of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization certificates representing common shares of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and any other expenses incurred in connection with (including clerical expenses) of issuance, sale or repurchase of the selection or monitoring common shares of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists)g) association membership dues; research expenses; (h) fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by registering the Fund), including foreign counsel's shares under the appropriate Federal securities laws and of qualifying the Fund's shares under applicable state securities laws; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and i) expenses of the Fund’s administratorprinting and distributing reports, notices and proxy materials to shareholders; (j) costs of annual and special shareholders' meetings; fees and (k) expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government governmental agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees (l) charges and expenses of the Trustees who Fund's Administrator, custodian and registrar, transfer agent and dividend disbursing agent; (m) expenses of disbursing dividends and distributions; (n) compensation of the Fund's officers, directors and employees that are not employees of the Platform Manager Affiliated Persons or its affiliates; insurance premiums; Extraordinary Expenses Interested Persons (as defined below)in Section 2(a) of the Investment Company Act of 1940, as amended and the rules, regulations and releases relating thereto) of the Adviser; and (o) the cost of other personnel providing services to the Fund; (p) travel expenses for attendance of Board of Directors meetings by all costs and expenses incurred as a result members of dissolution, winding-up and termination the Board of Directors of the Fund; (q) insurance expenses; (r) costs of stationery and supplies; and (s) any extraordinary expenses of a nonrecurring nature. (b) Notwithstanding the foregoing, if the aggregate expenses incurred by, or allocated to, the Fund in any fiscal year shall exceed the expense limitations applicable to the Fund imposed by state securities laws or regulations thereunder, as such limitations may be raised or lowered from time to time, the Adviser shall reimburse the Fund for such excess, provided that Adviser's reimbursement obligation will be limited to the amount of fees it receives from the Fund during the period in which such expense limitations were exceeded, unless otherwise required by applicable laws or regulations. With respect to portions of a fiscal year in which this contract shall be in effect, the foregoing limitations shall be prorated according to the proportion which that portion of the fiscal year bears to the full fiscal year. Any payments required to be made by this Paragraph 3(b) shall be made once a year promptly after the end of the Fund's fiscal year.

Allocation of Expenses. AmBeacon, at its expense, shall furnish the Company with all necessary facilities, equipment, supplies and personnel. AmBeacon shall also be responsible for paying the salaries, expenses and fees of any personnel that it furnishes to the Company (a) All costs including the salaries, expenses and expenses fees of directors, officers and employees of the Fund not expressly assumed Company who are officers, directors/trustees, partners, or employees of AmBeacon or its affiliates) required for them to faithfully perform their duties under this Agreement; provided, however, that the parties may agree that the Company may pay the compensation of the Company’s chief compliance officer, if any, or any other officer of the Company. Expenses borne by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingCompany will include, but not be limited to, the following: brokerage commissions and issue and transfer taxes relating to securities purchased or sold by the Company or any fees and expenses losses incurred in connection with therewith; expenses of organizing the organization of the Fund and the offering and issuance of SharesCompany; all fees and expenses relating to portfolio transactions the registration and positions qualification of the Company under the laws of the Cayman Islands; fees and salaries payable to the Company’s directors and officers of who are not officers, directors/trustees, partners or employees of AmBeacon or its affiliates; taxes (including any income or franchise taxes) and governmental fees; costs of any liability, uncollectible items of deposit and other insurance (including directors’ and officers’ errors and omissions insurance) or fidelity bonds; any costs, expenses or losses arising out of any liability of or claim for damage or other relief asserted against the Fund’s account such as direct Company for violation of any law; legal, accounting and indirect expenses associated with the Fund’s investmentsauditing expenses, including its investments in investment fundslegal fees of counsel to the Company for services rendered to the Company; charges of custodians, transfer agents, proxy voting services and services of other agents; all expenses incidental to holding shareholder and Company Board meetings; costs incurred for any pricing or proposed investments, whether valuation services; any expenses of AmBeacon resulting from new services necessitated by regulatory or not such investments are completed, legal changes affecting mutual funds occurring after the date of this Agreement; any extraordinary expenses (including travel fees and disbursements of counsel) incurred by the Company; and fees and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights membership in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundcompany organizations.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the MCM Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. Without limitation, the Sub-adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Sub-adviser's overhead and employee costs); fees payable to the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses 's Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager 's financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders' and other meetings.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager BACAP under this Agreement pursuant to clause (b) of this Section 4 Agreement, shall be paid by the Fund Fund, including, but not limited to: (a) all costs and expenses directly related to investment transactions and positions for the Fund's account, including, but not limited to, any fees and expenses in connection with the organization brokerage commissions, research fees, reasonable out of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other pocket expenses incurred in connection with monitoring and evaluating private investment funds in which the selection or monitoring of investments, or enforcing Fund invests ("Underlying Funds") and the Fund’s rights in respect managers of such investments; quotation or valuation expenses; brokerage commissions; funds, interest and commitment fees on any borrowings by the Fundloans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased, custodial fees, margin fees, transfer taxes and premiums and taxes withheld on non-U.S. dividends; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees b) all costs and expenses associated with the review operation and registration of documentation for prospective investments the Fund, offering costs and the costs of compliance with any applicable Federal and state laws; (c) the costs and expenses of holding meetings of the Board and any meetings of Investors, including costs associated with the preparation and dissemination of proxy materials; (d) the fees and disbursements of Fund counsel, legal counsel to the Managers of the Fund, if any, who are not "interested persons" as defined by the Investment Company Act and the rules thereunder, independent auditors for the Fund and other consultants and professionals engaged on behalf of the Fund; (e) the Management Fee (as defined below); (f) the fees payable to fund accounting agents, including foreign counseltransfer agents, custodians and other persons providing administrative services to the Fund; accounting, auditing (g) the costs of a fidelity bond and tax preparation expensesany liability insurance obtained on behalf of the Fund and/or the Board; fees (h) all costs and expenses of preparing, setting in connection with repurchase offers type, printing and distributing reports and other communications to Investors; (i) any repurchases or redemptions entity-level taxes; and (j) such other expenses as may be approved by the Board. The Fund is also responsible for paying its ratable share of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses Underlying Funds. Any officers or employees of BACAP (or any custodianentity controlling, subcustodiancontrolled by, transfer agentor under common control with BACAP) who may also serve as officers, and registrar, and any other agent of the Fund; all costs and charges for equipment Managers or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of Fund shall not receive any compensation from the FundFund for their services.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, Investment Management Fee and the Incentive Fee; the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodiansub-custodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Adviser and any custodian or other agent engaged by the Fund; bank services service fees; costs and expenses relating to any amendment of the Fund’s LLC Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memorandaprospectuses, statements of additional informationSAIs, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Adviser or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. Except for the services and facilities to be provided by the Manager set forth in Paragraph 2 above, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Manager for any such expenses incurred by the Manager. The expenses to be borne by the Trust shall include, without limitation: (a1) All all expenses of organizing the Trust or a Fund thereof; (2) all expenses (including information, materials and services other than services of the Manager) of preparing, printing and mailing all annual, semiannual and periodic reports, proxy materials and other communications (including registration statements, prospectuses and amendments and revisions thereto) furnished to existing shareholders of the Trust and/or regulatory authorities; (3) fees involved in registering and maintaining registration of the Trust and its shares with the Securities and Exchange Commission and state regulatory authorities; (4) any other registration, filing or other fees in connection with requirements of regulatory authorities; (5) expenses, including printing of certificates, relating to issuance of shares of the Trust; (6) the expenses of maintaining a shareholder account and furnishing, or causing to be furnished, to each shareholder a statement of his account (which in the case of a shareholder whose statement of account is included on a brokerage account statement of an affiliated distributor, may be a reasonable portion of such expense), including the expense of mailing; (7) taxes and fees payable by the Trust to Federal, state or other governmental agencies; (8) expenses related to the redemption of its shares, including expenses attributable to any program of periodic redemption; (9) all issue and transfer taxes, brokers' commissions and other costs chargeable to the Trust in connection with securities transactions to which the Trust is a party, including any portion of such commissions attributable to research and brokerage services as defined by Section 28(e) of the Securities Exchange Act of 1934, as amended from time to time; (10) the charges and expenses of the Fund not expressly assumed custodian appointed by the Platform Manager under this Agreement pursuant to clause Trust, or any depository utilized by such custodian, for the safekeeping of its property; (b11) charges and expenses of this Section 4 shall be paid any shareholder servicing agents, transfer agents and registrars appointed by the Fund includingTrust, but not limited to, any including costs of serving shareholder investment accounts; (12) charges and expenses of independent accounts retained by the Trust; (13) legal fees and expenses in connection with the organization affairs of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentsTrust, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; legal fees and expenses in connection with repurchase offers registering and any repurchases or redemptions of Shares; taxes qualifying its shares with Federal and governmental fees state regulatory authorities; (including tax preparation fees); the investment management fee, and the fees 14) compensation and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent Trustees of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment Trust who are not "interested persons" of the Fund’s Agreement and Declaration of Trust (as defined in the “Trust Instrument”1940 Act); (15) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ ' and Trustees' meetings; (16) membership dues in the Investment Company Institute or similar organizations; (17) insurance premiums on fidelity, including the solicitation of proxies in connection therewitherrors and omissions and other coverages; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and and (18) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits, or proceedings to which the Trust is a party and the legal obligation which the Trust may have to indemnify its Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundwith respect thereto.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesInterests; all fees and expenses relating directly related to portfolio transactions and positions for the Fund’s 's account such as direct and indirect expenses associated with the Fund’s 's investments, including its investments in investment fundsInvestment Funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s 's rights in respect of such investments; quotation or valuation expenses; the Investment Management Fee and the fees and expenses of the Fund's administrator; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign legal counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesInterests; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s 's transactions among the Platform Manager Adviser and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s LLC Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s 's other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering private placement memoranda, statements of additional informationSAIs, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ members' meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder member recordkeeping and shareholder member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Adviser or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. Except for the services to be provided by the Manager set forth in paragraph 2 above and the services and facilities provided by the Manager set forth in an Administration Agreement between the Company and the Manager, the Fund assumes and shall pay all expenses for all other Fund operations and activities and shall reimburse the Manager for any such expenses incurred by the Manager. The expenses to be borne by the Fund shall include, without limitation: (a) All costs the charges and expenses of the Fund not expressly assumed any registrar, share transfer or dividend disbursing agent, custodian, or depository appointed by the Platform Manager under this Agreement pursuant to clause Company for the safekeeping of the Fund's cash, portfolio securities and other property; (b) the charges and expenses of this Section 4 shall be paid auditors; (c) brokerage commissions, if any, for transactions in the portfolio securities of the Fund; (d) all taxes, including issuance and transfer taxes, and fees payable by the Fund includingto federal, but state or other governmental agencies; (e) the cost of share certificates representing Shares of the Fund; (f) fees involved in registering and maintaining registrations of the Company and of its Shares with the Securities and Exchange Commission and various states and other jurisdictions; (g) all expenses of shareholders' and Directors' meetings and of preparing, printing and mailing proxy statements, quarterly reports, semiannual reports, annual reports and other communications (including prospectuses) to existing shareholders; (h) compensation and travel expenses of Directors who are not limited to"interested persons" within the meaning of the 1940 Act; (i) the expense of furnishing or causing to be furnished to each shareholder a statement of his account, any fees including the expense of mailing; 108328 2 (j) charges and expenses of legal counsel in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses matters relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses legal services rendered in connection with repurchase offers the Fund's legal and any repurchases or redemptions financial structure and relations with its shareholders, issuance of Fund Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees registration and expenses qualification of the Fund’s administrator; fees and expenses of any custodiansecurities under federal, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports state and other documents with government agencieslaws; (k) membership or association dues for the Investment Company Institute or similar organizations; (l) interest payable on Fund borrowings; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses and (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundm) postage.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Fund Servicing Agent under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesUnits; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments investments, through Center Coast Core MLP Fund I, LLC (the “Master Fund”), in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesUnits; taxes and governmental fees (including tax preparation fees); the Fund’s pro rata share of the investment management feefee payable by the Master Fund to Center Coast Capital in its capacity as investment manager of the Master Fund, the Fund Servicing Fee and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Fund Servicing Agent and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust limited liability company agreement (the “Trust InstrumentLLC Agreement”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholdersmembers’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder member recordkeeping and shareholder member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Fund Servicing Agent or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the MCM Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolio and all of its general administrative expenses. The Subadviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Subadviser's overhead and employee costs); fees payable to the Subadviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses 's Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager 's financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by specialists, if any; expenses relating to filing class action or bankruptcy settlement award claims on behalf of the Fund; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders' and other meetings.

Allocation of Expenses. During the term of this Agreement, PIMCO will pay all expenses incurred by it in connection with its obligations under this Agreement with respect to a Fund, except such expenses as are assumed by the Fund or the Parent Company, on behalf of the Fund, under this Agreement. PIMCO may also, in its sole discretion, bear any expenses that would otherwise be borne by a Fund or the Parent Company, on behalf of the Fund, under this Agreement. In addition, PIMCO shall bear the following expenses under this Agreement: (a) All costs and expenses Expenses of the Fund not expressly assumed all audits by the Platform Manager under this Agreement pursuant to clause each Fund’s independent public accountants; (b) Expenses of this Section 4 shall be paid each Fund’s transfer agent, registrar, dividend disbursing agent and recordkeeping agent, if any; (c) Expenses of any custodian providing custodial services to a Fund or any trust for the benefit of a Fund, including any recordkeeping services provided by the custodian; (d) Expenses of obtaining quotations for calculating the value of each Fund’s net assets; (e) Expenses of maintaining each Fund’s tax records; (f) Costs and/or fees, including legal fees, incident to the filing of reports with regulatory bodies and the maintenance of each Fund’s existence and qualification to do business; (g) Each Fund’s ordinary legal fees, including the legal fees that arise in the ordinary course of business for a Delaware limited liability company; and (h) Each Fund’s insurance premiums. Each Fund includingor the Parent Company, but not limited to, any fees and expenses in connection with the organization on behalf of the Fund Fund, shall bear the following expenses: (a) Salaries and the offering and issuance other compensation or expenses, including travel expenses, of Shares; all fees and expenses relating to portfolio transactions and positions for any of the Fund’s account such as direct executive officers and indirect expenses associated with employees, if any, who are not officers, directors, shareholders, members, partners or employees of PIMCO or its subsidiaries or affiliates; (b) Taxes and governmental fees, if any, levied against the Fund’s investments; (c) Brokerage fees and commissions, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other portfolio transaction expenses incurred in connection with by or for the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees Fund (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside legal counsel or third-party consultants retained in connection with reviewing, negotiating and structuring specialized loans and other investments made by the Fund, and any costs associated with originating loans, asset securitizations, alternative lending related strategies and so called “broken deal costs” (e.g., fees, costs, expenses and liabilities, including for example, due diligence related fees, costs, expenses and liabilities, with respect to unconsummated investments); (d) Expenses of the Fund’s securities lending (if any), including any securities lending agent fees, as governed by a separate securities lending agreement; (e) Costs, including interest expenses, of borrowing money or engaging in other types of leverage financing including, without limitation, through the use by the Fund of reverse repurchase agreements, tender option bonds, dollar rolls, bank borrowings and credit facilities; (f) Costs, including dividend and/or interest expenses and other costs (including, without limitation, offering and related legal costs, fees to brokers, fees to auction agents, fees to transfer agents, fees to rating agencies and expenses fees to auditors associated with satisfying ratings agency requirements for securities issued by the Fund and other related requirements in a Fund’s organizational documents) associated with the review Fund’s issuance, offering, redemption and maintenance of documentation senior securities for prospective investments the purpose of incurring leverage; (g) Fees and expenses of any underlying funds or other pooled vehicles in which the Fund invests; (h) Dividend and interest expenses on short positions taken by the Fund); (i) Fees and expenses, including foreign counsel; accounting, auditing and tax preparation travel expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of legal counsel retained for their benefit, of Trustees of the Fund’s administrator; fees and Fund who are not officers, employees, partners, shareholders or members of PIMCO or its subsidiaries or affiliates; (j) Extraordinary expenses, including extraordinary legal expenses, as may arise, including expenses of any custodianincurred in connection with litigation, subcustodianproceedings, transfer agentother claims, and registrarthe legal obligations of the Fund to indemnify its directors, officers, employees, shareholders, distributors, and any other agent agents with respect thereto; (k) Organizational and offering expenses of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment and (l) Expenses of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses Fund which are capitalized in connection accordance with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundgenerally accepted accounting principles.

Allocation of Expenses. (a) All The Manager will bear all costs and expenses of the Fund not expressly assumed its employees and overhead incurred by it in connection with its duties hereunder except as noted in Section 5 below. All other expenses (other than those to be paid by the Platform Manager Fund’s distributor under this Agreement pursuant to clause (b) of this Section 4 a distribution agreement), shall be paid by the Fund Fund, including, but not limited to: (a) interest expense, any taxes and governmental fees; (b) brokerage commissions and other expenses incurred in acquiring or disposing of the Fund’s securities and commodities holdings; (c) insurance premiums for fidelity and other coverage requisite to the Fund’s operations; (d) fees of the Trustees other than those who are interested persons of the Fund and out-of-pocket travel expenses for all Trustees and other expenses incurred by the Fund in connection with Trustees’ meetings; (e) outside legal, accounting and audit expenses; (f) custodian, dividend disbursing, and transfer agent fees and expenses; (g) expenses in connection with the organization issuance, offering, sale or underwriting of securities issued by the Fund, including preparation of stock certificates; (h) fees and expenses, other than as hereinabove provided, incident to the registration or qualification of the Fund’s shares for sale with the Commission and in various states and foreign jurisdictions; (i) expenses of printing and mailing reports and notices and proxy material to the Fund’s shareholders; (j) all other expenses incidental to holding meetings of the Fund’s shareholders; (k) expenses of organizing the Fund; and (l) such extraordinary non-recurring expenses as may arise, including litigation affecting the Fund and the offering legal obligation the Fund may have to indemnify its officers and issuance of Shares; Trustees with respect thereto. Notwithstanding the foregoing, the Manager shall pay all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest salaries and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses each of the Fund’s administrator; fees officers and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees interested persons of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the FundManager.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Investor Servicing Agent under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesUnits; all fees and expenses relating directly related to portfolio transactions and positions for the Fund’s 's account such as direct and indirect expenses associated with the Fund’s 's investments, including its investments investments, through Goldman Sachs Hedge Fund Partners Registered Master Fund, XXX (xhe "Master Fund"), in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s 's rights in respect of such investments; the Fund's pro rata share of the investment management fee payable by the Master Fund to HFS in its capacity as investment manager of the Master Fund; quotation or valuation expenses; the Investor Servicing Fee and the fees and expenses of the Fund's administrator; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign legal counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesUnits; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s 's transactions among the Platform Manager Investor Servicing Agent and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust 's limited liability company agreement (the “Trust Instrument”"LLC Agreement") or the Fund’s 's other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memorandaprospectuses, statements of additional informationSAIs, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ Members' meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder Member recordkeeping and shareholder Member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Investor Servicing Agent or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) All costs and During the term of this Agreement, PIMCO will pay all expenses of incurred by it in connection with its obligations under this Agreement with respect to the Fund not expressly Fund, except such expenses as are assumed by the Platform Manager Fund under this Agreement pursuant to clause (b) of this Section 4 shall Agreement. PIMCO may also, in its sole discretion, bear any expenses that would otherwise be paid borne by the Fund under this Agreement. PIMCO assumes and shall pay for maintaining its staff and personnel and shall, at its own expense provide the equipment, office space, office supplies, including stationary, and facilities necessary to perform its obligations under this Agreement, including, but not limited to, any fees communications facilities, computer systems and applications, internet access, and a web servicing platform and internet website. In addition, PIMCO shall bear the following expenses in connection under this Agreement with respect to the organization Fund: (a) Expenses of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for audits by the Fund’s account such as direct and indirect expenses associated with independent public accountants; (b) Expenses of the Fund’s investmentstransfer agent, registrar, dividend disbursing agent and recordkeeping agent, if any; (c) Expenses of the Fund’s custodial services, including its investments any recordkeeping services provided by the custodian; (d) Expenses of obtaining quotations for calculating the value of the Fund’s net assets; (e) Expenses of maintaining the Fund’s tax records; (f) Costs and/or fees, including legal fees, incident to the filing of reports with regulatory bodies and the maintenance of the Fund’s existence and qualification to do business; (g) The Fund’s ordinary legal fees, including the legal fees that arise in investment fundsthe ordinary course of business for a Cayman Islands exempted company; and (h) The Fund’s insurance premiums. Except as otherwise agreed in writing, the Fund shall bear the following expenses: (a) Salaries and other compensation or proposed investments, whether or not such investments are completedexpenses, including travel and other expenses incurred in connection with the selection or monitoring expenses, of investments, or enforcing any of the Fund’s rights in respect executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of such investments; quotation PIMCO or valuation expenses; brokerage commissions; interest its subsidiaries or affiliates; (b) Taxes and fees on any borrowings by governmental fees, if any, levied against the Fund; professional ; (c) Brokerage fees and commissions, and other portfolio transaction expenses incurred by or for the Fund (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside legal counsel or third-party consultants retained in connection with reviewing, negotiating and structuring specialized loans and other investments made by the Fund, and any costs associated with originating loans, asset securitizations, alternative lending-related strategies and so-called “broken-deal costs” (e.g., fees, costs, expenses and liabilities, including, for example, due diligence-related fees, costs, expenses and liabilities, with respect to unconsummated investments), subject to specific or general authorization by the Parent Company); (d) Expenses of the Fund’s securities lending (if any), including any securities lending agent fees, as governed by a separate securities lending agreement; (e) Costs, including interest expenses, of borrowing money or engaging in other types of leverage financing including, without limitation, through the use by the Fund of reverse repurchase agreements, dollar rolls, tender option bonds, bank borrowings and credit facilities; (f) Costs, including dividend and/or interest expenses and other costs (including, without limitation, offering and related legal costs, fees to brokers, fees to auction agents, fees to transfer agents, fees to ratings agencies and expenses fees to auditors associated with satisfying ratings agency requirements for preferred shares or other securities issued by the Fund and other related requirements in the Fund’s organizational documents) associated with the review Fund’s issuance, offering, redemption and maintenance of documentation preferred shares, commercial paper or other instruments (such as the use of reverse repurchase agreements, dollar rolls, bank borrowings, credit facilities and tender option bonds) for prospective investments the purpose of incurring leverage; (g) Fees and expenses of any underlying funds or other pooled vehicles in which the Fund invests; (h) Dividend and interest expenses on short positions taken by the Fund); (i) Fees and expenses, including foreign counsel; accounting, auditing and tax preparation travel expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of legal counsel retained for their benefit, of directors of the Fund’s administrator; fees and Fund who are not officers, employees, partners, shareholders or members of PIMCO or its subsidiaries or affiliates; (j) Extraordinary expenses, including extraordinary legal expenses, as may arise, including, without limitation, expenses of any custodianincurred in connection with litigation, subcustodianproceedings, transfer agentother claims, and registrarthe legal obligations of the Fund to indemnify its directors, officers, employees, shareholders, distributors, and any other agent agents with respect thereto; (k) Organizational and offering expenses of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment and (l) Expenses of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses Fund that are capitalized in connection accordance with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundgenerally accepted accounting principles.

Allocation of Expenses. (a) All Subject to the limitations set forth in this Agreement, the Company shall bear all costs and expenses for the administration of its business and affairs. Such costs and expenses shall include but not be limited to: the cost of organizing as a Maryland corporation, including the cost of legal services and other fees pertaining to the Company's organization, plus the costs and expenses pertaining to the offering of the Fund not expressly assumed by Company's shares of common stock ("Shares"), including the Platform Manager costs associated with assembling, printing and mailing offering materials, processing subscription agreements, generating advertising and sales materials, legal and accounting services provided to the Company, and registration and qualification of securities under this Agreement pursuant to clause federal law, including taxes and fees (b) of this Section 4 shall be paid by the Fund includingcollectively, but not limited to, any fees "Organization and expenses in connection with the organization of the Fund Offering Expenses"); corporate and the offering and issuance of Shares; all fees and organizational expenses relating to portfolio transactions borrowings and positions for offerings of the Fund’s account such as direct Shares and indirect expenses associated with other securities and incurrences of any indebtedness, subject to limitations included in this Agreement; the Fund’s investmentscost of calculating the Company's daily net asset value, including its investments in the cost of any third-party valuation services; the cost of effecting sales and repurchases of the Shares and other securities; investment fundsadvisory fees of the Adviser; fees payable to third parties relating to, or proposed investmentsassociated with, whether or not such making, monitoring and disposing of investments are completedand valuing investments and enforcing contractual rights, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with performing due diligence reviews of prospective investments; reasonable travel costs associated with due diligence or monitoring of investments; the review fees, costs and operating expenses relating to the Administrator or any of documentation for prospective its subsidiaries; the fees and costs relating to any special purpose vehicles formed to make investments by on behalf of the FundCompany either directly or through a Subsidiary; research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); transfer agent, including foreign counsel; accounting, auditing administration and tax preparation expensescustodial fees; fees and expenses in connection associated with repurchase offers the Company's marketing efforts; interest payable on debt, if any, incurred to finance the Company's investments; federal and any repurchases or redemptions of Sharesstate registration fees; taxes federal, state and governmental fees (including tax preparation fees)local taxes; the investment management fee, and the fees and expenses of any directors of the Fund’s administratorCompany who are not affiliated persons (as defined in the 1000 Xxx) of the Adviser; costs of proxy statements, shareholders' reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums; direct costs such as printing, mailing, long distance telephone and staff costs; fees and expenses associated with independent audits and outside legal costs, including compliance with the Sxxxxxxx-Xxxxx Act of any custodian, subcustodian, transfer agent, 2002; costs associated with the Company's reporting and registrar, compliance obligations under the 1940 Act and any applicable federal and state securities laws; brokerage commissions for the Company's investments; and all other agent of the Fund; all costs fees and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged expenses incurred by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) Administrator or the Fund’s other organizational documents; any expenses Company in connection with meetings of administering the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetingsCompany's business, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; all fees and expenses incurred by the Administrator in performing its obligations under this Agreement and the reimbursement of the Trustees who allocable portion of the compensation (which may include, but is not limited to, salary, benefits, bonuses and incentive compensation, if any) of certain of the Company's administrative personnel (which shall not include the Company's Chief Financial Officer or the Company's Chief Compliance Officer), to the extent they are not employees controlling persons of the Platform Manager Administrator or any of its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of subject to the Fundlimitations included in this Agreement.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Sponsor under this Agreement pursuant to clause (b) of this Section 4 3 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesUnits; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments investments, through Center Coast Core MLP Fund I, LLC (the “Master Fund”), in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesUnits; taxes and governmental fees (including tax preparation fees); the Fund’s pro rata share of the investment management feefee payable by the Master Fund to Center Coast Capital Advisors, LP in its capacity as investment manager of the Master Fund, the Sponsor Fee and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Sponsor and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust limited liability company agreement (the “Trust InstrumentLLC Agreement”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholdersmembers’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder member recordkeeping and shareholder member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Sponsor or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) All costs and During the term of this Agreement, PIMCO will pay all expenses of the Fund not expressly incurred by it in connection with its obligations under this Agreement with respect to a Fund, except such expenses as are assumed by the Platform Manager Fund under this Agreement pursuant to clause (b) of this Section 4 shall Agreement. The Investment Manager may also, in its sole discretion, bear any expenses that would otherwise be paid borne by the Fund under this Agreement. PIMCO assumes and shall pay for maintaining its staff and personnel and shall, at its own expense provide the equipment, office space, office supplies, including stationary, and facilities necessary to perform its obligations under this Agreement, including, but not limited to, communications facilities, computer systems and applications, internet access, and a web servicing platform and internet website. In addition, PIMCO shall bear the following expenses under this Agreement: (a) Expenses of all audits by each Fund’s independent public accountants; (b) Expenses of each Fund’s transfer agent, registrar, dividend disbursing agent and recordkeeping agent, if any; (c) Expenses of each Fund’s custodial services, including any fees and expenses in connection recordkeeping services provided by the custodian; (d) Expenses of obtaining quotations for calculating the value of each Fund’s net assets; (e) Expenses of maintaining each Fund’s tax records; (f) Costs and/or fees, including legal fees, incident to the filing of reports with the organization of the Fund regulatory bodies and the offering maintenance of each Fund’s existence and issuance qualification to do business; (g) Each Fund’s ordinary legal fees, including the legal fees that arise in the ordinary course of Sharesbusiness for a Delaware limited liability company; all fees and (h) Each Fund’s insurance premiums. Except as otherwise agreed in writing, each Fund shall bear the following expenses: (a) Salaries and expenses relating to portfolio transactions and positions for other compensation or expenses, including travel expenses, of any of the Fund’s account such as direct executive officers and indirect expenses associated with employees, if any, who are not officers, directors, shareholders, members, partners or employees of PIMCO or its subsidiaries or affiliates; (b) Taxes and governmental fees, if any, levied against the Fund’s investments; (c) Brokerage fees and commissions, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other portfolio transaction expenses incurred in connection with by or for the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees Fund (including, without limitation, (i) expenses of consultantsoutside legal counsel or third party service providers, experts agents, operating partners, insurers or consultants retained in connection with insuring, reviewing, negotiating and specialistsstructuring, acquiring, disposing of and/or terminating specialized loans and other investments made by the Fund, (ii) any expenses associated with originating loans, asset securitizations, alternative lending-related strategies, (iii) so-called “broken-deal costs” (e.g., fees, costs, expenses and liabilities, including, for example, due diligence-related fees, costs, expenses and liabilities, with respect to unconsummated investments); research , (iv) any expenses relating to the Fund’s investments in commercial and residential real estate, including land, for-sale and for-rent housing, office, hotel, retail and industrial investments, and/or (v) any other expenses incurred by a direct or indirect portfolio investment of the Fund, such as expenses paid directly by a portfolio investment and other expenses that are capitalized or otherwise embedded into the cost basis of a portfolio investment, subject to specific or general authorization by the Parent Company); (d) Expenses of the Fund’s securities lending (if any), including any securities lending agent fees, as governed by a separate securities lending agreement; (e) Costs, including interest expenses; , of borrowing money or engaging in other types of leverage financing including, without limitation, through the use by the Fund of reverse repurchase agreements, tender option bonds, bank borrowings and credit facilities; (f) Costs, including dividend and/or interest expenses and other costs (including, without limitation, offering and related legal costs, fees to brokers, fees to auction agents, fees to transfer agents, fees to ratings agencies and fees to auditors associated with satisfying ratings agency requirements for preferred shares or other securities issued by the Fund and other related requirements in a Fund’s organizational documents) associated with the Fund’s issuance, offering, redemption and maintenance of preferred shares, commercial paper or other instruments (such as the use of reverse repurchase agreements, dollar rolls, bank borrowings, credit facilities and tender option bonds) for the purpose of incurring leverage; (g) Fees and expenses of any underlying funds or other pooled vehicles in which the Fund invests (except as otherwise agreed to between PIMCO and any such fund or vehicle); (h) Dividend and interest expenses on short positions taken by the Fund; (i) Fees and expenses, including travel expenses, and fees and expenses of outside legal counsel retained for their benefit, of Trustees/Directors of the Fund who are not officers, employees, partners, shareholders or members of PIMCO or its subsidiaries or affiliates; (including fees and expenses associated with the review of documentation for prospective investments by the Fund)j) Extraordinary expenses, including foreign counsel; accountingextraordinary legal expenses, auditing and tax preparation expenses; fees and as may arise, including, without limitation, expenses incurred in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management feelitigation, proceedings, other claims, and the fees legal obligations of the Fund to indemnify its directors, officers, employees, shareholders, distributors, and agents with respect thereto; (k) Organizational and offering expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent and (l) Expenses of the Fund; all costs and charges for equipment Fund which are capitalized in accordance with generally accepted accounting principles. Without limiting the generality or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment scope of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) foregoing, it is understood that each Fund may bear expenses under this Section 7 either directly or the Fund’s other organizational documents; any expenses in connection indirectly through contracts or arrangements with meetings of the Board PIMCO or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements an affiliated or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundunaffiliated third party.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Sponsor under this Agreement pursuant to clause (b) of this Section 4 3 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesUnits; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesUnits; taxes and governmental fees (including tax preparation fees); the investment management fee, the Sponsor Fee and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Sponsor and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust limited liability company agreement (the “Trust InstrumentLLC Agreement”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholdersmembers’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder member recordkeeping and shareholder member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Sponsor or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) All costs The Adviser shall be responsible for ---------------------- payment of all expenses it may incur in performing the services set forth in Article I hereunder. Except for such Article I expenses and those expenses that the Adviser may agree to reimburse, the Company shall be responsible for all expenses associated with its operations and the operations of the Fund Fund, including without limitation: (1) To the extent not expressly assumed waived by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by Adviser, the Fund including, but not limited to, any fees and expenses in connection with paid to the organization Adviser as provided herein; (2) Expenses of all audits by independent public accountants; (3) Expenses of the Fund's administrator, custodian, transfer and dividend disbursing agent, and expenses incurred for services provided by other third parties, including the expenses of issue, repurchase, or redemption of the Fund's shares; (4) Salaries and other compensations of executive officers of the Company or Fund and who are not officers, directors, stockholders, or employees of the offering and issuance of Shares; all Adviser; (5) Taxes levied against the Fund or its assets; (6) Brokerage fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses commissions incurred in connection with the selection or monitoring purchase and sale of investments, or enforcing securities for the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees ; (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund)7) Costs, including foreign counsel; accountingthe interest expense of borrowing money, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees to (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating 8) Costs incident to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses and shareholders of preparingthe Fund, amendingreports to the Fund's shareholders, printingthe filing of reports with regulatory bodies, and distributing offering memoranda, statements the maintenance of additional information, the Fund's and any other sales material the Company's legal existence; (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings9) Legal fees, including the solicitation legal fees related to the registration and continued qualification of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees the Fund's shares for sale; (10) Fees and expenses of members of the Trustees Board who are not employees directors, officers, employees, or stockholders of the Platform Manager Adviser or any of its affiliates; ; (11) Costs and expenses of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws, including the printing and mailing of prospectuses to current shareholders; (12) Trade association dues; (13) The Fund's pro rata portion of fidelity bond, errors and omissions, and director and officer liability insurance premiums; Extraordinary Expenses and (14) The fees payable under the Fund's distribution and service plan adopted in accordance with requirements contained in Rule 12b-1 under the 1940 Act. If the Company establishes one or more series of its capital stock as defined below); funds in addition to the Fund, the Board shall determine the manner in which expenses are allocated among the Fund, such other funds, and all costs the Company, and expenses incurred as a result of dissolution, winding-up and termination the determination of the FundBoard shall be final and binding.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Fund Servicing Agent under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesUnits; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments investments, through Partners Group Private Real Estate (Master Fund), LLC (the “Master Fund”), in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesUnits; taxes and governmental fees (including tax preparation fees); the Fund’s pro rata share of the investment management feefee payable by the Master Fund to Partners Group in its capacity as investment manager of the Master Fund, the incentive allocation, the Fund Servicing Fee and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Fund Servicing Agent and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust limited liability company agreement (the “Trust InstrumentLLC Agreement”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholdersmembers’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder member recordkeeping and shareholder member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Fund Servicing Agent or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Second Amended and Restated Limited Liability Company Agreement and Declaration of Trust (the “Trust InstrumentLLC Agreement”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) All costs In addition to the fees described in Section 2 hereof, the Fund shall pay all its expenses which are not assumed by the Adviser in its capacity as the Fund's investment adviser. These Fund expenses include, by way of example, but not by way of limitation, (a) brokerage and commission expenses; (b) interest charges on borrowings; (c) fees and expenses of legal counsel and independent auditors; (d) the Fund Fund's organizational and offering expenses, whether or not expressly assumed advanced by the Platform Manager under this Agreement pursuant to clause Adviser; (be) Federal, state, local and foreign taxes, including issue and transfer taxes incurred by or levied on the Fund; (f) cost of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization certificates representing common shares of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and any other expenses incurred in connection with (including clerical expenses) of issuance, sale or repurchase of the selection or monitoring common shares of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists)g) association membership dues; research expenses; (h) fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by registering the Fund), including foreign counsel's shares under the appropriate Federal securities laws and of qualifying the Fund's shares under applicable state securities laws; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and i) expenses of the Fund’s administratorprinting and distributing reports, notices and proxy materials to shareholders; (j) costs of annual and special shareholders' meetings; fees and (k) expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government governmental agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees (l) charges and expenses of the Trustees who Fund's Administrator, custodian and registrar, transfer agent and dividend disbursing agent; (m) expenses of disbursing dividends and distributions; (n) compensation of the Fund's officers, directors and employees that are not employees of the Platform Manager Affiliated Persons or its affiliates; insurance premiums; Extraordinary Expenses Interested Persons (as defined below)in Section 2(a) of the Investment Company Act of 1940, as amended and the rules, regulations and releases relating thereto) of the Adviser; and (o) the cost of other personnel providing services to the Fund; (p) travel expenses for attendance of Board of Trustees meetings by all costs and expenses incurred as a result members of dissolution, winding-up and termination the Board of Trustees of the Fund; (q) insurance expenses; (r) costs of stationery and supplies; and (s) any extraordinary expenses of a nonrecurring nature. (b) Notwithstanding the foregoing, if the aggregate expenses incurred by, or allocated to, the Fund in any fiscal year shall exceed the expense limitations applicable to the Fund imposed by state securities laws or regulations thereunder, as such limitations may be raised or lowered from time to time, the Adviser shall reimburse the Fund for such excess, provided that Adviser's reimbursement obligation will be limited to the amount of fees it receives from the Fund during the period in which such expense limitations were exceeded, unless otherwise required by applicable laws or regulations. With respect to portions of a fiscal year in which this contract shall be in effect, the foregoing limitations shall be prorated according to the proportion which that portion of the fiscal year bears to the full fiscal year. Any payments required to be made by this Paragraph 3(b) shall be made once a year promptly after the end of the Fund's fiscal year.

Allocation of Expenses. (a) All costs In addition to the fees described in Section 2 hereof, the Fund shall pay all its expenses which are not assumed by the Adviser in its capacity as the Fund's investment adviser. These Fund expenses include, by way of example, but not by way of limitation, (a) brokerage and commission expenses; (b) interest charges on borrowings; (c) fees and expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause legal counsel and independent auditors; (bd) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct 's organizational and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investmentsoffering expenses, whether or not such investments are completedadvanced by the Adviser; (e) Federal, state, local and foreign taxes, including travel issue and other expenses transfer taxes incurred in connection with the selection by or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees levied on any borrowings by the Fund; professional fees (includingf) any expenses (including clerical expenses) of issuance, without limitation, expenses sale or repurchase of consultants, experts and specialists)the common shares of the Fund; research expenses(g) association membership dues; (h) fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by registering the Fund), including foreign counsel's shares under the appropriate Federal securities laws and of qualifying the Fund's shares under applicable state securities laws; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and i) expenses of the Fund’s administratorprinting and distributing reports, notices and proxy materials to shareholders; (j) costs of annual and special shareholders' meetings; fees and (k) expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government governmental agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees (l) charges and expenses of the Trustees who Fund's Administrator, custodian and registrar, transfer agent and dividend disbursing agent; (m) expenses of disbursing dividends and distributions; (n) compensation of the Fund's officers, directors and employees that are not employees of the Platform Manager Affiliated Persons or its affiliates; insurance premiums; Extraordinary Expenses Interested Persons (as defined below)in Section 2(a) of the Investment Company Act of 1940, as amended and the rules, regulations and releases relating thereto) of the Adviser; and (o) the cost of other personnel providing services to the Fund; (p) travel expenses for attendance of Board of Trustees meetings by all costs and expenses incurred as a result members of dissolution, winding-up and termination the Board of Trustees of the Fund; (q) insurance expenses; (r) costs of stationery and supplies; and (s) any extraordinary expenses of a nonrecurring nature. (b) Notwithstanding the foregoing, if the aggregate expenses incurred by, or allocated to, the Fund in any fiscal year shall exceed the expense limitations applicable to the Fund imposed by state securities laws or regulations thereunder, as such limitations may be raised or lowered from time to time, the Adviser shall reimburse the Fund for such excess, provided that Adviser's reimbursement obligation will be limited to the amount of fees it receives from the Fund during the period in which such expense limitations were exceeded, unless otherwise required by applicable laws or regulations. With respect to portions of a fiscal year in which this contract shall be in effect, the foregoing limitations shall be prorated according to the proportion which that portion of the fiscal year bears to the full fiscal year. Any payments required to be made by this Paragraph 3(b) shall be made once a year promptly after the end of the Fund's fiscal year.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Fund Servicing Agent under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesUnits; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesUnits; taxes and governmental fees (including tax preparation fees); the investment management fee, the Fund Servicing Fee and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Fund Servicing Agent and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust limited liability company agreement (the “Trust InstrumentLLC Agreement”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholdersmembers’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder member recordkeeping and shareholder member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Fund Servicing Agent or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund].

Allocation of Expenses. (a) All costs and During the term of this Agreement, PIMCO will pay all expenses of the Fund not expressly incurred by it in connection with its obligations under this Agreement with respect to a Fund, except such expenses as are assumed by the Platform Manager Fund under this Agreement pursuant to clause (b) of this Section 4 shall Agreement. The Investment Manager may also, in its sole discretion, bear any expenses that would otherwise be paid borne by the Fund under this Agreement. PIMCO assumes and shall pay for maintaining its staff and personnel and shall, at its own expense provide the equipment, office space, office supplies, including stationary, and facilities necessary to perform its obligations under this Agreement, including, but not limited to, any fees communications facilities, computer systems and applications, internet access, and a web servicing platform and internet website. In addition, PIMCO shall bear the following expenses in connection under this Agreement with the organization respect to each Fund: (a) Expenses of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for audits by the Fund’s account such as direct and indirect expenses associated with independent public accountants; (b) Expenses of the Fund’s investmentstransfer agent, registrar, dividend disbursing agent and recordkeeping agent, if any; (c) Expenses of the Fund’s custodial services, including its investments any recordkeeping services provided by the custodian; (d) Expenses of obtaining quotations for calculating the value of the Fund’s net assets; (e) Expenses of maintaining the Fund’s tax records; (f) Costs and/or fees, including legal fees, incident to the filing of reports with regulatory bodies and the maintenance of the Fund’s existence and qualification to do business; (g) The Fund’s ordinary legal fees, including the legal fees that arise in investment fundsthe ordinary course of business for a Delaware limited liability company; and (h) The Fund’s insurance premiums. Except as otherwise agreed in writing, each Fund shall bear the following expenses: (a) Salaries and other compensation or proposed investments, whether or not such investments are completedexpenses, including travel and other expenses incurred in connection with the selection or monitoring expenses, of investments, or enforcing any of the Fund’s rights in respect executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of such investments; quotation PIMCO or valuation expenses; brokerage commissions; interest its subsidiaries or affiliates; (b) Taxes and fees on any borrowings by governmental fees, if any, levied against the Fund; professional ; (c) Brokerage fees and commissions, and other portfolio transaction expenses incurred by or for the Fund (including, without limitation, (i) expenses of consultantsoutside legal counsel or third party consultants retained in connection with reviewing, experts negotiating and specialistsstructuring, acquiring, disposing of and/or terminating specialized loans and other investments made by the Fund, (ii) any expenses associated with originating loans, asset securitizations, alternative lending-related strategies, and (iii) so-called “broken-deal costs” (e.g., fees, costs, expenses and liabilities, including, for example, due diligence-related fees, costs, expenses and liabilities, with respect to unconsummated investments); research . For these purposes, it is understood that “portfolio transaction expenses; ” shall be interpreted broadly to include, by way of example and without limitation, any expenses relating to the Fund’s investments in commercial and residential real estate, including land, for-sale and for-rent housing, office, hotel, retail and industrial investments, and/or any other expenses incurred by a direct or indirect portfolio investment of the Fund, such as expenses paid directly by a portfolio investment and other expenses that are capitalized or otherwise embedded into the cost basis of a portfolio investment, subject to specific or general authorization by the Parent Company; (d) Expenses of the Fund’s securities lending (if any), including any securities lending agent fees, as governed by a separate securities lending agreement; (e) Costs, including interest expenses, of borrowing money or engaging in other types of leverage financing including, without limitation, through the use by the Fund of reverse repurchase agreements, tender option bonds, bank borrowings and credit facilities; (f) Costs, including dividend and/or interest expenses and other costs (including, without limitation, offering and related legal costs, fees to brokers, fees to auction agents, fees to transfer agents, fees to ratings agencies and fees to auditors associated with satisfying ratings agency requirements for preferred shares or other securities issued by the Fund and other related requirements in a Fund’s organizational documents) associated with the Fund’s issuance, offering, redemption and maintenance of preferred shares, commercial paper or other instruments (such as the use of reverse repurchase agreements, dollar rolls / buy backs, bank borrowings, credit facilities and tender option bonds) for the purpose of incurring leverage; (g) Fees and expenses of any underlying funds or other pooled vehicles in which the Fund invests (except as otherwise agreed to between PIMCO and any such fund or vehicle); (h) Dividend and interest expenses on short positions taken by the Fund; (i) Fees and expenses, including travel expenses, and fees and expenses of outside legal counsel retained for their benefit, of Trustees/Directors of the Fund who are not officers, employees, partners, shareholders or members of PIMCO or its subsidiaries or affiliates; (including fees and expenses associated with the review of documentation for prospective investments by the Fund)j) Extraordinary expenses, including foreign counsel; accountingextraordinary legal expenses, auditing and tax preparation expenses; fees and as may arise, including, without limitation, expenses incurred in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management feelitigation, proceedings, other claims, and the fees legal obligations of the Fund to indemnify its directors, officers, employees, shareholders, distributors, and agents with respect thereto; (k) Organizational and offering expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent and (l) Expenses of the Fund; all costs and charges for equipment Fund which are capitalized in accordance with generally accepted accounting principles. Without limiting the generality or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment scope of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) foregoing, it is understood that each Fund may bear expenses under this Section 8 either directly or the Fund’s other organizational documents; any expenses in connection indirectly through contracts or arrangements with meetings of the Board PIMCO or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements an affiliated or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundunaffiliated third party.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Fund Servicing Agent under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expensesexpenses (including, without limitation, expenses of consultants who perform fund manager due diligence research); fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, any incentive allocation, the Fund Servicing Fee and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Fund Servicing Agent and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager Fund Servicing Agent or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. Each party to this Agreement shall bear the costs and expenses of performing its obligations hereunder. In this regard, the Fund is responsible for the payment of its own operating expenses, including but not limited to: (ai) All expenses of offering the shares of the Fund; (ii) expenses and fees of the Trustees of the Fund, including the reasonable fees and expenses of their counsel in the event they have independent counsel; (iii) compensation and expenses of any employees of the Fund and of any other persons rendering any Fund services (including clerical and shareholder service staff salaries of the Fund); (iv) rent for office space and other office expenses of the Fund; (v) direct costs and expenses of administration of the Fund, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff; (vi) fees and expenses of the Fund incurred in connection with membership in investment company organizations; (vii) legal, auditing and accounting expenses of the Fund; (viii) expenses of registering the shares of the Fund under federal and state securities laws, including expenses incurred in connection with the organization and initial registration of Fund shares and any subsequent registration; (ix) if the Fund and the Adviser elect to do so, expenses of listing the shares of the Fund on any stock exchange; (x) the Fund’s allocable portion of any fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (xi) fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of the Fund; (xii) expenses, including clerical expenses, of issue, sale, redemption or repurchase of Fund shares; (xiii) expenses of preparing, printing, distributing and filing any reports, proxy statements (except as outlined in this Section 4), registration statements or other notices to shareholders and governmental bodies (including the SEC); (xiv) the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; (xv) advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of Fund shares that the Fund is authorized to pay pursuant to any distribution and servicing plan; (xvi) investment advisory and management fees payable to the Adviser; (xvii) all brokerage commissions for transactions in the portfolio investments of the Fund and similar fees, charges and related taxes, for the acquisition, disposition, lending or borrowing of such portfolio investments (including interest expense, dividend expenses or borrow fees of securities sold short); (xviii) all fees and expenses payable to custodians, trustees or transfer agents with respect to the portfolio investments of the Fund; (xix) all interest and related fees payable on any Fund borrowings; (xx) all taxes payable by or charged or levied against the Fund or any of its portfolio investments (including without limitation any issuance taxes, transfer taxes or withholding taxes) payable to any governmental jurisdiction or agencies in the United States or outside the United States; and (xxi) all other operating expenses not expressly specifically assumed by the Platform Manager under this Agreement pursuant Adviser or Sub-Adviser. The Sub-Adviser specifically agrees that with respect to clause (b) the operation of this Section 4 the Fund, the Sub-Adviser shall be paid responsible for providing the personnel, office space and equipment, including any investment related software or technology resources, reasonably necessary for the operation of the management of the Sub-Adviser Account. In order to minimize the need and expense to the Adviser of convening a special Board meeting, the Sub-Adviser agrees that, to the extent reasonably practical, the Sub-Adviser will provide the Adviser sufficient notice of any changes to the Sub-Adviser, so that such issues may be considered by the Board during its regularly scheduled quarterly meetings. The Sub-Adviser shall be responsible for all reasonable costs and expenses associated with any special meetings of the Fund or shareholders convened for the primary benefit of the Sub-Adviser (including, but not limited to, any the legal fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel preparing a proxy statement and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest associated mailing and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialistssolicitations costs); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the . The Fund will also pay fees and expenses of the Fund’s administrator; fees non-interested person Trustees and such extraordinary or non-recurring expenses of any custodianas may arise, subcustodian, transfer agent, including litigation to which the Fund may be a party and registrar, and any other agent indemnification of the Fund; all costs 's Trustees and charges officers with respect thereto. The Sub-Adviser may obtain reimbursement from the Fund or the Adviser at such time or times as the Sub-Adviser may determine in its sole discretion, for equipment or services used in communicating information regarding any of the Fund’s transactions among the Platform Manager and any custodian or other agent engaged expenses advanced by the Fund; bank services fees; costs Sub-Adviser, which the Fund is obligated to pay, and expenses relating such reimbursement shall not be considered to any amendment be part of the FundSub-Adviser’s compensation pursuant to this Agreement. Nothing in this Agreement shall alter the allocation of expenses and Declaration of Trust (costs agreed upon between the “Trust Instrument”) Fund and the Adviser in the Advisory Agreement or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications agreement to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who which they are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundparties.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the MCM Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolio and all of its general administrative expenses. The Subadviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Subadviser’s overhead and employee costs); fees payable to the Subadviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by specialists, if any; expenses relating to filing class action or bankruptcy settlement award claims on behalf of the Fund; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders’ and other meetings.

Allocation of Expenses. Except for the services to be provided by the Manager set forth in paragraph 2 above and the services and facilities provided by the Manager set forth in an Administration Agreement between the Company and the Manager, the Fund assumes and shall pay all expenses for all other Fund operations and activities and shall reimburse the Manager for any such expenses incurred by the Manager. The expenses to be borne by the Fund shall include, without limitation: (a) All costs the charges and expenses of the Fund not expressly assumed any registrar, share transfer or dividend disbursing agent, custodian, or depository appointed by the Platform Manager under this Agreement pursuant to clause Company for the safekeeping of the Fund's cash, portfolio securities and other property; (b) the charges and expenses of this Section 4 shall be paid auditors; (c) brokerage commissions, if any, for transactions in the portfolio securities of the Fund; (d) all taxes, including issuance and transfer taxes, and fees payable by the Fund includingto federal, but state or other governmental agencies; (e) the cost of share certificates representing Shares of the Fund; (f) fees involved in registering and maintaining registrations of the Company and of its Shares with the Securities and Exchange Commission and various states and other jurisdictions; (g) all expenses of shareholders' and Trustees' meetings and of preparing, printing and mailing proxy statements, quarterly reports, semiannual reports, annual reports and other communications (including prospectuses) to existing shareholders; (h) compensation and travel expenses of Trustees who are not limited to"interested persons" within the meaning of the 1940 Act; (i) the expense of furnishing or causing to be furnished to each shareholder a statement of his account, any fees including the expense of mailing; (j) charges and expenses of legal counsel in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses matters relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses legal services rendered in connection with repurchase offers the Fund's legal and any repurchases or redemptions financial structure and relations with its shareholders, issuance of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees registration and expenses qualification of the Fund’s administrator; fees and expenses of any custodiansecurities under federal, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports state and other documents with government agencieslaws; (k) membership or association dues for the Investment Company Institute or similar organizations; (l) interest payable on Fund borrowings; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.and

Allocation of Expenses. Except for the services and facilities to be provided by IMCO set forth in paragraph 2 above and the services provided by IMCO set forth in any other Agreement between the Company and IMCO, the Company assumes and shall pay all expenses for all other Fund operations and activities and shall reimburse IMCO for any such expenses incurred by IMCO. The expenses to be borne by the Company shall include, without limitation: (a) All costs the charges and expenses of the Fund not expressly assumed any registrar, share transfer or dividend disbursing agent, custodian, or depository appointed by the Platform Manager under this Agreement pursuant to clause Company for the safekeeping of a Fund's cash, portfolio securities and other property; (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees charges and expenses of auditors; (c) brokerage commissions, if any, for transactions in the portfolio securities of the Funds; (d) all taxes, including issuance and transfer taxes, and fees payable by a Fund to federal, state or other governmental agencies; (e) the cost of share certificates representing Shares of a Fund; (f) fees involved in registering and maintaining registrations of the Company and of its Shares with the Securities and Exchange Commission and various states and other jurisdictions; 3 (g) all expenses of shareholders' and Directors' meetings and of preparing, printing and mailing proxy statements, quarterly reports, semiannual reports, annual reports and other communications (including prospectuses) to existing shareholders; (h) computation of each Fund's net asset value per Share, including the use of equipment or services to price or value the Fund's investment portfolio; (i) compensation and travel expenses of Directors who are not "interested persons" of the Company within the meaning of the 1940 Act; (j) the expense of furnishing or causing to be furnished to each shareholder of a Fund a statement of the shareholder's account, including the expense of mailing; (k) charges and expenses of legal counsel in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses matters relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentsFunds, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses legal services rendered in connection with repurchase offers the Funds' legal and any repurchases or redemptions financial structure and relations with its shareholders, issuance of Fund Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees registration and expenses qualification of the Fund’s administrator; fees and expenses of any custodiansecurities under federal, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports state and other documents with government agencieslaws; (l) membership or association dues for the Investment Company Institute or similar organizations; (m) interest payable on Fund borrowings; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses and (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundn) postage.

Allocation of Expenses. (a) The Adviser agrees that it will furnish the Fund, at its expense, all office space and facilities, equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser agrees that it will supply to the Administrator of the Fund all necessary financial information in connection with the Administrator's duties under any agreement between the Administrator and the Fund on behalf of the Fund. All costs and expenses of associated with any administrative functions delegated by the Adviser to the Administrator that are not pursuant to any agreement between the Administrator and the Fund or the Adviser and the Fund will be paid by the Adviser. All other costs and expenses not expressly assumed by the Platform Manager Adviser under this Agreement, by Dessxxxx xxxer its Investment Advisory Agreement pursuant to clause (b) with the Fund or by the Administrator under the Administration Agreement between it and the Fund on behalf of this Section 4 the Fund shall be paid by the Fund from the assets of the Fund, including, but not limited toto (i) fees paid to the Adviser, any fees Dessxxxx xxx the Administrator; (ii) interest and expenses in connection with the organization of the Fund and the offering and issuance of Sharestaxes; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; (iii) brokerage commissions; interest (iv) insurance premiums; (v) compensation and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultantsthe trustees other than those affiliated with the Adviser, experts Dessxxxx xx the administrator; (vi) legal, accounting and specialists); research audit expenses; (vii) fees and expenses of outside counsel any transfer agent, distributor, registrar, dividend disbursing agent or shareholder servicing agent of the Fund; (viii) expenses, including clerical expenses, incident to the issuance, redemption or repurchase of shares of the Fund, including issuance on the payment of, or reinvestment of, dividends; (ix) fees and expenses associated incident to the registration under Federal or state securities laws of the Fund or its shares; (x) expenses of preparing, setting in type, printing and mailing prospectuses, statements of additional information, reports and notices and proxy material to shareholders of the Fund; (xi) all other expenses incidental to holding meetings of the Fund's trustees and shareholders; (xii) expenses connected with the review execution, recording and settlement of documentation for prospective investments by the Fund), including foreign counselportfolio securities transactions; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the xiii) fees and expenses of the Fund’s administrator's custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; fees and (xiv) expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent calculating net asset value of the shares of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by (xv) industry membership fees allocable to the Fund; bank services fees; costs and (xvi) such extraordinary expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetingsas may arise, including litigation affecting the solicitation of proxies in connection therewith; expenses of corporate data processing Fund and related services; shareholder recordkeeping the legal obligations which the Fund may have to indemnify the officers and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Funddirectors with respect thereto.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesInterests; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesInterests; taxes and governmental fees (including tax preparation fees); the investment management fee, Investment Management Fee and the Incentive Fee; the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Adviser and any custodian or other agent engaged by the Fund; bank services service fees; costs and expenses relating to any amendment of the Fund’s LLC Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional informationSAIs, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholdersmembers’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder member recordkeeping and shareholder member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Adviser or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. ABA, at its expense, shall furnish each Series with all necessary facilities, equipment, supplies and personnel. ABA shall also be responsible for paying the salaries, expenses and fees of any personnel that it furnishes to any Series (aincluding the salaries, expenses and fees of Trustees, officers and employees of a Trust who are officers, directors/trustees, partners, or employees of ABA or its affiliates) All costs and expenses required for them to faithfully perform their duties under this Agreement; provided, however, that the parties may agree that a Trust may pay the compensation of the Fund not expressly assumed Trust’s chief compliance officer or any other officer of the Trust. Expenses borne by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingSeries will include, but not be limited to, the following (or each Series’s proportionate share of the following): brokerage commissions and issue and transfer taxes relating to securities purchased or sold by the Series or any fees and expenses losses incurred in connection with therewith; expenses of organizing the organization of the Fund and the offering and issuance of SharesSeries; all filing fees and expenses relating to portfolio transactions the registration and positions qualification of the Series’ shares under federal or state securities laws and maintaining such registrations and qualifications; distribution and service fees; fees and salaries payable to the Trustees and officers of a Trust who are not officers, directors/trustees, partners or employees of ABA or its affiliates; taxes (including any income or franchise taxes) and governmental fees; costs of any liability, uncollectible items of deposit and other insurance (including directors’ and officers’ errors and omissions insurance) or fidelity bonds; any costs, expenses or losses arising out of any liability of or claim for damage or other relief asserted against a Trust or Series for violation of any law; legal, accounting and auditing expenses, including legal fees of counsel to the Trusts or any Series for services rendered to a Trust or the Series and legal fees of special counsel for the Fund’s account such as direct independent trustees; charges of custodians, transfer agents, proxy voting services and indirect expenses associated with relating to proxy solicitation and tabulation services and services of other agents; costs of preparing share certificates; expenses of printing and mailing prospectuses and supplements thereto for shareholders, reports and statements to shareholders and proxy materials; all expenses incidental to holding shareholder and Board meetings; costs incurred for any pricing or valuation services; any expenses of ABA resulting from new services necessitated by regulatory or legal changes affecting mutual funds occurring after the Fund’s investments, date of this Agreement; any extraordinary expenses (including its investments in investment funds, fees and disbursements of counsel) incurred by a Trust or proposed investments, whether or not such investments are completed, including travel Series; and fees and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights membership in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundcompany organizations.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, Investment Management Fee and the Incentive Fee; the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Adviser and any custodian or other agent engaged by the Fund; bank services service fees; costs and expenses relating to any amendment of the Fund’s LLC Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memorandaprospectuses, statements of additional informationSAIs, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Adviser or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.