Common use of Fees, Expenses and Reimbursement Clause in Contracts

Fees, Expenses and Reimbursement. (a) As consideration for providing Advice and Management, and for so long as the General Partner shall provide Advice and Management to the Fund, the Fund will pay the General Partner a monthly management fee at the annual rate of 2% of the value of each Limited Partner's Capital Account as of the first business day of each month (the "Management Fee"), which amount shall be charged as of such date to the Capital Account of each Limited Partner. The Management Fee will be computed based on the Capital Account of each Limited Partner as of the end of business on the last business day of each month, after adjustment for any subscriptions effective on such date and before giving effect to any repurchase of Units effective as of such date, and will be due and payable in arrears within five business days after the end of the month. The General Partner may waive or reduce the Management Fee calculated with respect to, and deducted from, the Capital Account of any Limited Partner and may pay all or part of the Management Fee to third parties for services rendered in connection with the placement of Units. (b) The Fund shall compensate each Director for his or her services hereunder as may be agreed to by the Directors and the General Partner. In addition, the Fund shall reimburse the Directors for reasonable out-of-pocket expenses incurred by them in performing their duties under this Agreement. (c) The Fund will deduct from all subscriptions for Units in the Fund, and pay to GAM Services, Inc. or any selling agent appointed by GAM Services, Inc., a front-end sales charge in an amount not to exceed 5% of the amount of the subscription, or such lesser amount as shall be agreed with respect to any investor from time to time by the General Partner and GAM Services, Inc. or any such selling agent. The Capital Contribution credited to the Capital Account of each Partner shall be the net amount invested in the Fund after deduction of such sales charge. (d) The Fund shall bear all expenses incurred in the business of the Fund other than those specifically required to be borne by the General Partner pursuant to this Agreement. Expenses to be borne by the Fund include, but are not limited to, the following: (1) all costs and expenses related to portfolio transactions and positions for the Fund's account, including, but not limited to, brokerage commissions, research fees, interest and commitment fees on loans and debit balances, borrowing charges on Securities sold short, dividends on Securities sold short but not yet purchased, custodial fees, margin fees, transfer taxes and premiums, taxes withheld on foreign dividends, and indirect expenses from investments in Portfolio Funds; (2) all costs and expenses associated with the organization and registration of the Fund, the offering of Units, and compliance with any applicable Federal or state laws; (3) all costs and expenses associated with the organization of Portfolio Funds managed by Sub-Advisers and with the selection of Portfolio Managers, including due diligence and travel-related expenses; (4) the costs and expenses of holding any meetings of any Partners that are permitted or are required to be held by this Agreement, the 1940 Act or other applicable law; (5) fees and disbursements of any attorneys, accountants, auditors and other consultants and professionals engaged on behalf of the Fund; (6) the costs of a fidelity bond and any liability insurance obtained on behalf of the Fund, the General Partner or the Directors; (7) all costs and expenses of preparing, setting in type, printing and distributing reports and other communications to Limited Partners; (8) all expenses of computing the net asset value of the Fund and the Units, including any equipment or services obtained for the purpose of valuing the Fund's investment portfolio; (9) all charges for equipment or services used for communications between the Fund and any custodian or other agent engaged by the Fund; (10) fees payable to custodians and other persons providing administrative or transfer agent services to the Fund; and (11) such other types of expenses as may be approved from time to time by the Directors, other than those required to be borne by the General Partner. The General Partner shall be entitled to reimbursement from the Fund for any of the above expenses that it pays on behalf of the Fund.

Fees, Expenses and Reimbursement. (a) As consideration for providing Advice and Management, and for so long as the General Partner Advisor shall provide Advice and Management to the Fund, the Fund will pay the General Partner Advisor a monthly management fee at the annual rate of 2% of the value of each Limited PartnerMember's Capital Account as of the first business day of each month (the "Management Fee"), which amount shall be charged as of such date to the Capital Account of each Limited PartnerMember. The Management Fee will be computed based on the Capital Account of each Limited Partner Member as of the end of business on the last business day of each month, after adjustment for any subscriptions effective on such date and before giving effect to any repurchase of Units effective as of such date, and will be due and payable in arrears within five business days after the end of the month. The General Partner Board may waive or reduce the Management Fee calculated with respect to, and deducted from, the Capital Account of any Limited Partner Member and may pay all or part of the Management Fee to third parties for services rendered in connection with the placement of Units. (b) The Fund shall compensate each Director for his or her services hereunder as may be agreed to by the Directors and the General PartnerBoard. In addition, the Fund shall reimburse the Directors for reasonable out-of-pocket expenses incurred by them in performing their duties under this Agreement. (c) The Fund will deduct from all subscriptions for Units in the Fund, and pay to GAM Services, Inc. or any selling agent appointed by GAM Services, Inc., a front-end sales charge in an amount not to exceed 5% of the amount of the subscription, or such lesser amount as shall be agreed with respect to any investor from time to time by the General Partner Board and GAM Services, Inc. or any such selling agent. The Capital Contribution credited to the Capital Account of each Partner Member shall be the net amount invested in the Fund after deduction of such sales charge. (d) The Fund shall bear all expenses incurred in the business of the Fund other than those specifically required to be borne by the General Partner Advisor pursuant to this Agreement. Expenses to be borne by the Fund include, but are not limited to, the following: (1) all costs and expenses related to portfolio transactions and positions for the Fund's account, including, but not limited to, brokerage commissions, research fees, interest and commitment fees on loans and debit balances, borrowing charges on Securities sold short, dividends on Securities sold short but not yet purchased, custodial fees, margin fees, transfer taxes and premiums, taxes withheld on foreign dividends, and indirect expenses from investments in Portfolio Funds; (2) all costs and expenses associated with the organization and registration of the Fund, the offering of Units, and compliance with any applicable Federal or state laws; (3) all costs and expenses associated with the organization of Portfolio Funds managed by Sub-Advisers Advisors and with the selection of Portfolio Managers, including due diligence and travel-related expenses; (4) the costs and expenses of holding any meetings of any Partners the Board or Members that are permitted or are required to be held by this Agreement, the 1940 Act or other applicable law; (5) fees and disbursements of any attorneys, accountants, auditors and other consultants and professionals engaged on behalf of the Fund; (6) the costs of a fidelity bond and any liability insurance obtained on behalf of the Fund, the General Partner Advisor or the Directors; (7) all costs and expenses of preparing, setting in type, printing and distributing reports and other communications to Limited PartnersMembers; (8) all expenses of computing the net asset value of the Fund and the Units, including any equipment or services obtained for the purpose of valuing the Fund's investment portfolio; (9) all charges for equipment or services used for communications between the Fund and any custodian or other agent engaged by the Fund; (10) fees payable to custodians and other persons providing administrative or transfer agent services to the Fund; and (11) such other types of expenses as may be approved from time to time by the Directors, other than those required to be borne by the General PartnerAdvisor. The General Partner Advisor shall be entitled to reimbursement from the Fund for any of the above expenses that it pays on behalf of the Fund.

Fees, Expenses and Reimbursement. (a) As consideration for providing Advice and Management, and for so long as the General Partner shall provide Investment Manager provides Advice and Management to the FundPartnership pursuant to an Investment Advisory Agreement, the Fund Partnership will pay the General Partner Investment Manager a monthly quarterly management fee at the an annual rate of 2equal to 1.00% of the value of each Limited PartnerPartnership's Capital Account as of the first business day of each month net assets (the "Management Fee"), which amount shall will be charged as of such date pro rata to the Capital Account of each Limited PartnerPartner quarterly. The Management Fee will be computed based on the value of the Capital Account of each Limited Partner as of the end of business on the last business day first Business Day of each monthfiscal quarter, after adjustment for any subscriptions effective on such that date and before giving effect to any repurchase of Units Interests or portions of Interests effective as of such that date, and will be due and payable in arrears advance within five business days Business Days after the end beginning of each fiscal quarter. Subject to applicable law, the month. The General Partner may Investment Manager is authorized, but not required, to waive or reduce a Limited Partner's share of the Management Fee calculated with respect to, and deductible or deducted from, the Capital Account Accounts of any Limited Partner and may pay all Partners. (b) The Partnership will compensate each Independent Director for his or part of the Management Fee to third parties for her services rendered in connection with the placement of Units. (b) The Fund shall compensate each Director for his or her services hereunder Partnership as may be agreed to by the Directors and the General Partner. In addition, the Fund shall Partnership will reimburse the Directors for reasonable out-of-pocket expenses incurred by them in performing their duties under this Agreementwith respect to the Partnership. (c) The Fund Partnership will deduct from add to all subscriptions for Units in the Fund, and pay to GAM Services, Inc. Interests or portions of Interests any selling agent appointed by GAM Services, Inc., a front-end sales charge or fee, in an amount not to exceed 5% of the amount of the subscription, or such lesser form and amount as shall be agreed with respect to any investor from time to time determined by the General Partner and GAM ServicesPartner, Inc. subject to approval by the Directors, payable to Placement Agents for the placement of such Interests or any such selling agentportions of Interests. The Any sales charge or fee paid in accordance with this Section 3.11(c) will not constitute a Capital Contribution credited made by the Partner to the Capital Account Partnership nor part of each Partner shall be the net amount invested in assets of the Fund after deduction of such sales chargePartnership. (d) The Fund shall Partnership will bear all expenses incurred in the connection with its business of the Fund other than those specifically required to be borne by the General Partner pursuant to Investment Manager under this Agreement or an Investment Advisory Agreement. Expenses to be borne by the Fund Partnership include, but are not limited to, the following: (1) all investment-related expenses, including, but not limited to, fees paid and expenses reimbursed, directly or indirectly, to Advisors (including management fees, performance or incentive fees or allocations and redemption or withdrawal fees, however titled or structured), all costs and expenses directly related to portfolio transactions and positions for the FundPartnership's account, such as direct and indirect expenses associated with the Partnership's investments, including its investments in Advisor Funds (whether or not consummated), and enforcing the Partnership's rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, costs and fees for data and software (including software providers and dedicated software employed by the Partnership and designed to assist the Investment Manager to keep track of the investments in the Advisor Funds and Advisor Accounts), research expenses, professional fees (including, but not limited towithout limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, in connection with the Partnership's temporary or cash management investments), brokerage commissions, research fees, interest and commitment fees on loans and debit balances, borrowing charges on Securities sold short, dividends on Securities sold short but not yet purchased, custodial fees, purchased and margin fees, transfer taxes and premiums, taxes withheld on foreign dividends, and indirect expenses from investments in Portfolio Funds; (2) all costs and expenses associated with the organization and registration of the FundPartnership, including the offering costs of Units, and compliance with any applicable Federal or U.S. federal and state laws; (3) all costs and expenses associated with the organization of Portfolio Funds managed by Subany non-Advisers and with the selection of Portfolio Managers, including due diligence and travelinvestment-related expensesinterest expense; (4) the costs attorneys' fees and expenses disbursements associated with preparing and updating any Offering Materials and with reviewing subscription materials in connection with qualifying prospective investors or prospective holders of holding any meetings of any Partners that are permitted or are required to be held by this Agreement, the 1940 Act or other applicable lawTransferred Interests; (5) fees and disbursements of any attorneysaccountants engaged by the Partnership, accountants, auditors and other consultants and professionals engaged on behalf expenses related to the annual audit of the FundPartnership and compliance with any applicable U.S. Federal or state laws; (6) fees paid and out-of-pocket expenses reimbursed to the costs of a fidelity bond and any liability insurance obtained on behalf of the Fund, the General Partner or the DirectorsPartnership's administrator; (7) all recordkeeping, accounting, escrow and custody fees and expenses; (8) the costs of an errors and expenses omissions/directors' and officers' liability insurance policy and a fidelity bond; (9) the costs of preparing, setting in type, printing preparing and distributing mailing reports and other communications communications, including proxy, tender offer correspondence or similar materials, to Limited Partners; (8) all expenses of computing 10) the net asset value of the Fund and the Units, including any equipment or services obtained for the purpose of valuing the Fund's investment portfolioManagement Fee; (911) fees of Independent Directors and travel expenses of Directors relating to meetings of the Board of Directors and committees thereof, and costs and expenses of holding meetings of the Board of Directors and meetings of the Partners; (12) all costs and charges for equipment or services used for communications between in preparing or communicating information regarding the Fund Partnership's transactions or the valuation of its assets among the Investment Manager and any custodian custodian, administrator or other agent engaged by the FundPartnership; (1013) fees payable to custodians and other persons providing administrative or transfer agent services to the Fund; andany extraordinary expenses, including indemnification expenses as provided for in Section 3.10 of this Agreement; (1114) such any other types of expenses as may be approved from time to time by the Directors, other than those required to be borne by the Investment Manager or the General Partner; and (15) the Partnership's organization expenses and offering costs, which will initially be borne by the Investment Manager or an affiliate thereof and will be expensed by the Partnership upon commencement of operations. The Partnership will account for these expenditures, through monthly expense allocations to Limited Partners' Capital Accounts (or at such other frequency or times as the Board of Directors may direct), for a period not to exceed the first sixty months after the Closing Date. The amount of each such expense allocation to the Limited Partners' Capital Accounts will be determined by the Directors and the Investment Manager and will equal an amount sufficient to reimburse the Investment Manager or affiliate thereof within a sixty-month period. (e) Each of the Investment Manager and the General Partner shall will be entitled to reimbursement from the Fund Partnership for any of the above expenses that it pays on behalf of the FundPartnership, other than as provided in Section 3.11(d)(15) above.

Fees, Expenses and Reimbursement. (a) As consideration for providing Advice and Management, and for so long as the General Partner shall provide Adviser provides Advice and Management to the FundPartnership pursuant to an Investment Advisory Agreement, the Fund Partnership will pay the General Partner Adviser a monthly management fee at the an annual rate of 2% determined by the Directors and approved in the manner contemplated by the 1940 Act of the value of each Limited Partner's ’s Capital Account as of the first business day Business Day of each month (the "“Management Fee"”), which amount shall will be charged as of such that date to the Capital Account of each Limited Partner. The Management Fee will be computed based on the Capital Account of each Limited Partner as of the end of business on the last business day Business Day of each month, after adjustment for any subscriptions effective on such that date and before giving effect to any repurchase of Units Interests or portions of Interests effective as of such that date, and will be due and payable in arrears within five business days Business Days after the end of the month. . (b) The General Partner may waive Partnership will compensate each Independent Director for his or reduce the Management Fee calculated with respect to, and deducted from, the Capital Account of any Limited Partner and may pay all or part of the Management Fee to third parties for her services rendered in connection with the placement of Units. (b) The Fund shall compensate each Director for his or her services hereunder Partnership as may be agreed to by the Directors and the General Partner, and as described in the Memorandum. In addition, the Fund shall Partnership will reimburse the Directors for reasonable out-of-pocket expenses incurred by them in performing their duties under this Agreementwith respect to the Partnership. (c) The Fund Partnership will deduct from add to all subscriptions for Units in the Fund, and pay to GAM Services, Inc. Interests or portions of Interests any selling agent appointed by GAM Services, Inc., a front-end sales charge or fee, in an amount not to exceed 5% of the amount of the subscription, or such lesser form and amount as shall be agreed with respect to any investor from time to time determined by the General Partner and GAM ServicesPartner, Inc. subject to approval by the Directors, payable to Placement Agents for the placement of such Interests or any such selling agentportions of Interests. The Any sales charge or fee paid in accordance with this Section 3.11(c) will not constitute a Capital Contribution credited made by the Partner to the Capital Account Partnership nor part of each Partner shall be the net amount invested in assets of the Fund after deduction of such sales chargePartnership. (d) The Fund shall Partnership will bear all expenses incurred in the connection with its business of the Fund other than those specifically required to be borne by the General Partner pursuant to Adviser under this Agreement or an Investment Advisory Agreement. Expenses to be borne by the Fund Partnership include, but are not limited to, the following: (1) all investment-related expenses, including, but not limited to, fees paid and expenses reimbursed, directly or indirectly, to Investment Managers (including management fees, performance or incentive fees or allocations and redemption or withdrawal fees, however titled or structured), all costs and expenses directly related to portfolio transactions and positions for the Fund's Partnership’s account, such as direct and indirect expenses associated with the Partnership’s investments, including its investments in Investment Funds (whether or not consummated), and enforcing the Partnership’s rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, fees for data and software providers, research expenses, professional fees (including, but not limited towithout limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable in connection with the Partnership’s temporary or cash management investments, brokerage commissions, research fees, interest and commitment fees on loans and debit balances, borrowing charges on Securities sold short, dividends on Securities sold short but not yet purchased, custodial fees, purchased and margin fees, transfer taxes and premiums, taxes withheld on foreign dividends, and indirect expenses from investments in Portfolio Funds; (2) all costs any non-investment-related interest expense; (3) attorneys’ fees and disbursements associated with preparing and updating any Offering Materials and with reviewing subscription materials in connection with qualifying prospective investors or prospective holders of Transferred Interests; (4) fees and disbursements of any accountants engaged by the Partnership, and expenses associated with related to the organization and registration annual audit of the Fund, the offering of Units, Partnership and compliance with any applicable U.S. Federal or state laws; (3) all costs and expenses associated with the organization of Portfolio Funds managed by Sub-Advisers and with the selection of Portfolio Managers, including due diligence and travel-related expenses; (4) the costs and expenses of holding any meetings of any Partners that are permitted or are required to be held by this Agreement, the 1940 Act or other applicable law; (5) fees paid and disbursements of any attorneys, accountants, auditors and other consultants and professionals engaged on behalf of out-of-pocket expenses reimbursed to the FundPartnership’s administrator; (6) the costs of a fidelity bond recordkeeping, custody and any liability insurance obtained on behalf of the Fund, the General Partner or the Directorsescrow fees and expenses; (7) all the costs of an errors and expenses omissions/directors’ and officers’ liability insurance policy and a fidelity bond; (8) the costs of preparing, setting in type, printing preparing and distributing mailing reports and other communications communications, including proxy, tender offer correspondence or similar materials, to Limited Partners; (8) all expenses of computing 9) the net asset value of the Fund and the Units, including any equipment or services obtained for the purpose of valuing the Fund's investment portfolioManagement Fee; (910) fees of Independent Directors and travel expenses of Directors relating to meetings of the Board of Directors and committees thereof; (11) all costs and charges for equipment or services used for communications between in preparing or communicating information regarding the Fund Partnership’s transactions or the valuation of its assets among the Adviser and any custodian custodian, administrator or other agent engaged by the FundPartnership; (1012) fees payable to custodians and other persons providing administrative or transfer agent services to the Fund; andany extraordinary expenses, including indemnification provisions as provided for in Section 3.10 of this Agreement; (1113) such any other types of expenses as may be approved from time to time by the Directors, other than those required to be borne by the Adviser or the General Partner; and (14) the Partnership’s organization expenses and offering costs, which were initially borne by the Adviser, and paid by the Partnership as provided in this Section 3.11(d)(15). The Partnership will reimburse the Adviser for these expenditures, through monthly expense allocations to Limited Partners’ Capital Accounts for the first twelve months after the Closing Date or in such other manner as determined by the General Partner. (e) Each of the Adviser and the General Partner shall will be entitled to reimbursement from the Fund Partnership for any of the above expenses that it pays on behalf of the FundPartnership, other than as provided in Section 3.11(d)(15) above.

Fees, Expenses and Reimbursement. (a) As consideration for providing Advice and Management, and for so long as the General Partner shall provide Adviser provides Advice and Management to the FundPartnership pursuant to an Investment Advisory Agreement, the Fund Partnership will pay the General Partner Adviser a monthly management fee at the an annual rate of 2% determined by the Directors and approved in the manner contemplated by the 1940 Act of the value of each Limited Partner's ’s Capital Account as of the first business day Business Day of each month (the "“Management Fee"”), which amount shall will be charged as of such that date to the Capital Account of each Limited Partner. The Management Fee will be computed based on the Capital Account of each Limited Partner as of the end of business on the last business day Business Day of each month, after adjustment for any subscriptions effective on such that date and before giving effect to any repurchase of Units Interests or portions of Interests effective as of such that date, and will be due and payable in arrears within five business days Business Days after the end of the month. The General Partner may waive or reduce the Management Fee calculated with respect toAdviser is authorized, and deducted frombut not required, the Capital Account of any Limited Partner and may to pay all or part of the Management Fee to third parties for services rendered in connection with the placement of UnitsInterests. (b) The Fund shall Partnership will compensate each Independent Director for his or her services hereunder rendered in connection with the Partnership as may be agreed to by the Directors and the General Partner, and as described in the Memorandum. In addition, the Fund shall Partnership will reimburse the Directors for reasonable out-of-pocket expenses incurred by them in performing their duties under this Agreementwith respect to the Partnership. (c) The Fund Partnership will deduct from add to all subscriptions for Units in the Fund, and pay to GAM Services, Inc. Interests or portions of Interests any selling agent appointed by GAM Services, Inc., a front-end sales charge or fee, in an amount not to exceed 5% of the amount of the subscription, or such lesser form and amount as shall be agreed with respect to any investor from time to time determined by the General Partner and GAM ServicesPartner, Inc. subject to approval by the Directors, payable to Placement Agents for the placement of such Interests or any such selling agentportions of Interests. The Any sales charge or fee paid in accordance with this Section 3.11(c) will not constitute a Capital Contribution credited made by the Partner to the Capital Account Partnership nor part of each Partner shall be the net amount invested in assets of the Fund after deduction of such sales chargePartnership. (d) The Fund shall Partnership will bear all expenses incurred in the connection with its business of the Fund other than those specifically required to be borne by the General Partner pursuant to Adviser under this Agreement or an Investment Advisory Agreement. Expenses to be borne by the Fund Partnership include, but are not limited to, the following: (1) all investment-related expenses, including, but not limited to, fees paid and expenses reimbursed, directly or indirectly, to Investment Managers (including management fees, performance or incentive fees or allocations and redemption or withdrawal fees, however titled or structured), all costs and expenses directly related to portfolio transactions and positions for the Fund's Partnership’s account, such as direct and indirect expenses associated with the Partnership’s investments, including its investments in Investment Funds or with Subadvisers (whether or not consummated), and enforcing the Partnership’s rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, fees for data and software providers, research expenses, professional fees (including, but not limited towithout limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable in the event the Partnership utilizes a Subadviser (or in connection with the Partnership’s temporary or cash management investments), brokerage commissions, research fees, interest and commitment fees on loans and debit balances, borrowing charges on Securities sold short, dividends on Securities sold short but not yet purchased, custodial fees, purchased and margin fees, transfer taxes and premiums, taxes withheld on foreign dividends, and indirect expenses from investments in Portfolio Funds; (2) all costs and expenses associated with the organization and registration establishment of the Fund, the offering of Units, and compliance with any applicable Federal Investment Funds (whether or state lawsnot consummated) managed by Subadvisers; (3) all costs and expenses associated with the organization of Portfolio Funds managed by Subany non-Advisers and with the selection of Portfolio Managers, including due diligence and travelinvestment-related expensesinterest expense; (4) the costs attorneys’ fees and expenses disbursements associated with preparing and updating any Offering Materials and with reviewing subscription materials in connection with qualifying prospective investors or prospective holders of holding any meetings of any Partners that are permitted or are required to be held by this Agreement, the 1940 Act or other applicable lawTransferred Interests; (5) fees and disbursements of any attorneysaccountants engaged by the Partnership, accountants, auditors and other consultants and professionals engaged on behalf expenses related to the annual audit of the FundPartnership and compliance with any applicable U.S. Federal or state laws; (6) fees paid and out-of-pocket expenses reimbursed to the costs of a fidelity bond and any liability insurance obtained on behalf of the Fund, the General Partner or the DirectorsPartnership’s administrator; (7) all recordkeeping, custody and escrow fees and expenses; (8) the costs of an errors and expenses omissions/directors’ and officers’ liability insurance policy and a fidelity bond; (9) the costs of preparing, setting in type, printing preparing and distributing mailing reports and other communications communications, including proxy, tender offer correspondence or similar materials, to Limited Partners; (8) all expenses of computing 10) the net asset value of the Fund and the Units, including any equipment or services obtained for the purpose of valuing the Fund's investment portfolioManagement Fee; (911) fees of Independent Directors and travel expenses of Directors relating to meetings of the Board of Directors and committees thereof; (12) all costs and charges for equipment or services used for communications between in preparing or communicating information regarding the Fund Partnership’s transactions or the valuation of its assets among the Adviser and any custodian custodian, administrator or other agent engaged by the FundPartnership; (1013) fees payable to custodians and other persons providing administrative or transfer agent services to the Fund; andany extraordinary expenses, including indemnification provisions as provided for in Section 3.10 of this Agreement; (1114) such any other types of expenses as may be approved from time to time by the Directors, other than those required to be borne by the Adviser or the General Partner; and (15) the Partnership’s organization expenses and offering costs, which were initially borne by the Adviser, and paid by the Partnership as provided in this Section 3.11(d)(15). The Partnership reimbursed the Adviser for these expenditures, through monthly expense allocations to Limited Partners’ Capital Accounts for the first twelve months after the Closing Date. (e) Each of the Adviser and the General Partner shall will be entitled to reimbursement from the Fund Partnership for any of the above expenses that it pays on behalf of the FundPartnership, other than as provided in Section 3.11(d)(15) above.

Fees, Expenses and Reimbursement. (a) As consideration for providing Advice and Management, and for so long as the General Partner shall provide Adviser provides Advice and Management to the FundPartnership pursuant to an Investment Advisory Agreement, the Fund Partnership will pay the General Partner Adviser a monthly management fee at the an annual rate of 2% determined by the Directors and approved in the manner contemplated by the 1940 Act of the value of each Limited Partner's ’s Capital Account as of the first business day Business Day of each month (the "“Management Fee"”), which amount shall will be charged as of such that date to the Capital Account of each Limited Partner. The Management Fee will be computed based on the Capital Account of each Limited Partner as of the end of business on the last business day Business Day of each month, after adjustment for any subscriptions effective on such that date and before giving effect to any repurchase of Units Interests or portions of Interests effective as of such that date, and will be due and payable in arrears within five business days Business Days after the end of the month. . (b) The General Partner may waive Partnership will compensate each Independent Director for his or reduce the Management Fee calculated with respect to, and deducted from, the Capital Account of any Limited Partner and may pay all or part of the Management Fee to third parties for her services rendered in connection with the placement of Units. (b) The Fund shall compensate each Director for his or her services hereunder Partnership as may be agreed to by the Directors and the General Partner, and as described in the Memorandum. In addition, the Fund shall Partnership will reimburse the Directors for reasonable out-of-pocket expenses incurred by them in performing their duties under this Agreementwith respect to the Partnership. (c) The Fund Partnership will deduct from add to all subscriptions for Units in the Fund, and pay to GAM Services, Inc. Interests or portions of Interests any selling agent appointed by GAM Services, Inc., a front-end sales charge or fee, in an amount not to exceed 5% of the amount of the subscription, or such lesser form and amount as shall be agreed with respect to any investor from time to time determined by the General Partner and GAM ServicesPartner, Inc. subject to approval by the Directors, payable to Placement Agents for the placement of such Interests or any such selling agentportions of Interests. The Any sales charge or fee paid in accordance with this Section 3.11(c) will not constitute a Capital Contribution credited made by the Partner to the Capital Account Partnership nor part of each Partner shall be the net amount invested in assets of the Fund after deduction of such sales chargePartnership. (d) The Fund shall Partnership will bear all expenses incurred in the connection with its business of the Fund other than those specifically required to be borne by the General Partner pursuant to Adviser under this Agreement or an Investment Advisory Agreement. Expenses to be borne by the Fund Partnership include, but are not limited to, the following: (1) all investment-related expenses, including, but not limited to, fees paid and expenses reimbursed, directly or indirectly, to Investment Managers (including management fees, performance or incentive fees or allocations and redemption or withdrawal fees, however titled or structured), all costs and expenses directly related to portfolio transactions and positions for the Fund's Partnership’s account, such as direct and indirect expenses associated with the Partnership’s investments, including its investments in Investment Funds or with Subadvisers (whether or not consummated), and enforcing the Partnership’s rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, fees for data and software providers, research expenses, professional fees (including, but not limited towithout limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable in the event the Partnership utilizes a Subadviser (or in connection with the Partnership’s temporary or cash management investments), brokerage commissions, research fees, interest and commitment fees on loans and debit balances, borrowing charges on Securities sold short, dividends on Securities sold short but not yet purchased, custodial fees, purchased and margin fees, transfer taxes and premiums, taxes withheld on foreign dividends, and indirect expenses from investments in Portfolio Funds; (2) all costs and expenses associated with the organization and registration establishment of the Fund, the offering of Units, and compliance with any applicable Federal Investment Funds (whether or state lawsnot consummated) managed by Subadvisers; (3) all costs and expenses associated with the organization of Portfolio Funds managed by Subany non-Advisers and with the selection of Portfolio Managers, including due diligence and travelinvestment-related expensesinterest expense; (4) the costs attorneys’ fees and expenses disbursements associated with preparing and updating any Offering Materials and with reviewing subscription materials in connection with qualifying prospective investors or prospective holders of holding any meetings of any Partners that are permitted or are required to be held by this Agreement, the 1940 Act or other applicable lawTransferred Interests; (5) fees and disbursements of any attorneysaccountants engaged by the Partnership, accountants, auditors and other consultants and professionals engaged on behalf expenses related to the annual audit of the FundPartnership and compliance with any applicable U.S. Federal or state laws; (6) fees paid and out-of-pocket expenses reimbursed to the costs of a fidelity bond and any liability insurance obtained on behalf of the Fund, the General Partner or the DirectorsPartnership’s administrator; (7) all recordkeeping, custody and escrow fees and expenses; (8) the costs of an errors and expenses omissions/directors’ and officers’ liability insurance policy and a fidelity bond; (9) the costs of preparing, setting in type, printing preparing and distributing mailing reports and other communications communications, including proxy, tender offer correspondence or similar materials, to Limited Partners; (8) all expenses of computing 10) the net asset value of the Fund and the Units, including any equipment or services obtained for the purpose of valuing the Fund's investment portfolioManagement Fee; (911) fees of Independent Directors and travel expenses of Directors relating to meetings of the Board of Directors and committees thereof; (12) all costs and charges for equipment or services used for communications between in preparing or communicating information regarding the Fund Partnership’s transactions or the valuation of its assets among the Adviser and any custodian custodian, administrator or other agent engaged by the FundPartnership; (1013) fees payable to custodians and other persons providing administrative or transfer agent services to the Fund; andany extraordinary expenses, including indemnification provisions as provided for in Section 3.10 of this Agreement; (1114) such any other types of expenses as may be approved from time to time by the Directors, other than those required to be borne by the Adviser or the General Partner; and (15) the Partnership’s organization expenses and offering costs, which were initially borne by the Adviser, and paid by the Partnership as provided in this Section 3.11(d)(15). The Partnership will reimburse the Adviser for these expenditures, through monthly expense allocations to Limited Partners’ Capital Accounts for the first twelve months after the Closing Date or in such other manner as determined by the General Partner. (e) Each of the Adviser and the General Partner shall will be entitled to reimbursement from the Fund Partnership for any of the above expenses that it pays on behalf of the FundPartnership, other than as provided in Section 3.11(d)(15) above.