Common use of Fees, Expenses and Reimbursement Clause in Contracts

Fees, Expenses and Reimbursement. (a) The Board may cause the Fund to compensate each Manager for his or her services hereunder. In addition, the Fund shall reimburse the Managers for reasonable out-of-pocket expenses incurred by them in performing their duties under this Agreement. (b) The Fund shall bear all expenses incurred in the business of the Fund other than those specifically required to be borne by the Adviser pursuant to the Investment Advisory Agreement. Expenses to be borne by the Fund (and, thus, indirectly by Members) include, but are not limited to, the following: (1) all expenses related to its investment program, including, but not limited to: (i) expenses borne through the Fund’s investments in the Investment Vehicles, if applicable in each case, including, without limitation, any fees and expenses charged by the Investment Vehicles (such as management fees, performance, carried interests, or incentive fees or allocations, monitoring fees, property management fees and redemption or withdrawal fees); (ii) all costs and expenses directly related to portfolio transactions and positions for the Fund’s account, such as direct and indirect expenses associated with the Fund’s investments in Investment Vehicles (whether or not consummated), and enforcing the Fund’s rights in respect of such investments; (iii) transfer taxes and premiums; (iv) taxes withheld on non-U.S. dividends or other non-U.S. source income; (v) professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts); and (vi) if applicable, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and margin fees; (2) the advisory fee paid by the Fund to the Adviser in consideration of the advisory and other services provided by the Adviser to the Fund; (3) any distribution and/or service fees; (4) all costs and expenses (including costs and expenses associated with the organization and initial registration of the Fund) associated with the operation and registration of the Fund, including, without limitation, all costs and expenses associated with the repurchase offers, offering costs and the costs of compliance with any applicable Federal or state laws; (5) fees of the Independent Managers of the Fund and the fees and expenses of independent counsel thereto, and the costs and expenses of holding any meetings of the Board or Members that are regularly scheduled, permitted or required to be held under the terms of this Agreement, as applicable, the 1940 Act, or other applicable law; (6) a portion, as determined by the Board, of the compensation payable to the Fund’s chief compliance officer, and expenses attributable to implementing the Fund’s compliance program; (7) the fees and disbursements of any attorneys, accountants, independent registered public accounting firms and other consultants and professionals engaged on behalf of the Fund and the Independent Managers; (8) the costs of a fidelity bond and any liability or other insurance obtained on behalf of the Fund or the Managers or the officers of the Fund; (9) recordkeeping, custody and transfer agency fees and expenses of the Fund; (10) all costs and expenses of preparing, setting in type, printing and distributing reports and other communications to Members or potential members; (11) all expenses of computing the Fund’s net asset value, including any equipment or services obtained for the purpose of valuing the Fund’s investment portfolio, including appraisal and valuation services provided by third parties; (12) all charges for equipment or services used for communications between the Fund and any custodian, or other agent engaged by the Fund; (13) fees of custodians, other service providers to the Fund including transfer agents and depositaries (including The Depository Trust & Clearing Corporation and National Securities Clearing Corporation), and other Persons providing administrative services to the Fund; (14) any extraordinary expenses, including, without limitation, litigation or indemnification expenses, excise taxes and costs incurred in connection with holding and/or soliciting proxies for a meeting of Members; (15) all taxes to which the Fund may be subject, directly or indirectly, and whether in the United States, any state thereof or any other U.S. or non-U.S. jurisdictions; and (16) such other types of expenses as may be approved from time to time by the Board. Except as set forth in the Investment Advisory Agreement, the Adviser shall be entitled to reimbursement from the Fund for any of the above expenses that the Adviser pays on behalf of the Fund. (c) The Fund from time to time, alone or in conjunction with other accounts for which the Adviser or any Affiliate of the Adviser acts as general partner, managing member or investment adviser, may purchase Insurance in such amounts, from such insurers and on such terms as the Board shall determine.

Fees, Expenses and Reimbursement. (a) The Board may cause the Fund to compensate each Manager Director for his or her services hereunder. In addition, the Fund shall reimburse the Managers Directors for reasonable out-of-pocket expenses incurred by them in performing their duties under this Agreement. (b) The Fund shall bear all expenses incurred in the business of the Fund other than those specifically required to be borne by the Adviser pursuant to the Investment Advisory Agreement. Expenses to be borne by the Fund (and, thus, indirectly by Members) include, but are not limited to, the following: (1) all expenses related to its investment program, including, but not limited to: (i) expenses borne through the Fund’s investments in the Investment Vehicles, if applicable in each caseFunds, including, without limitation, any fees and expenses charged by the Investment Vehicles Fund Managers (such as management fees, performance, carried interests, or incentive fees or allocations, monitoring fees, property management fees fees, and redemption or withdrawal fees); (ii) all costs and expenses directly related to portfolio transactions and positions for the Fund’s account, such as direct and indirect expenses associated with the Fund’s investments in Investment Vehicles Funds (whether or not consummated), and enforcing the Fund’s rights in respect of such investments; (iii) transfer taxes and premiums; (iv) taxes withheld on non-U.S. dividends or other non-U.S. source income; (v) professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts); and (vi) if applicable, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and margin fees; (2) the advisory management fee paid by the Fund to the Adviser in consideration of the advisory and other services provided by the Adviser to the Fund; (3) any distribution and/or service feesfees to be paid pursuant to a plan adopted by the Fund in accordance with Rule 12b-1 under the 1940 Act; (4) all costs and expenses (including costs and expenses associated with the organization and initial registration of the Fund) associated with the operation and registration of the Fund, including, without limitation, all costs and expenses associated with the repurchase offers, offering costs costs, and the costs of compliance with any applicable Federal or state laws; (5) fees of the Independent Managers Directors of the Fund and the fees and expenses of independent counsel thereto, and the costs and expenses of holding any meetings of the Board or Members that are regularly scheduled, permitted or required to be held under the terms of this Agreement, as applicable, the 1940 Act, or other applicable law; (6) a portion, as determined by the Board, of the compensation payable to the Fund’s chief compliance officer, and expenses attributable to implementing the Fund’s compliance program; (7) the fees and disbursements of any attorneys, accountants, independent registered public accounting firms firms, and other consultants and professionals engaged on behalf of the Fund and the Independent ManagersDirectors; (8) the costs of a fidelity bond and any liability or other insurance obtained on behalf of the Fund or the Managers Directors or the officers of the Fund; (9) recordkeeping, custody and transfer agency fees and expenses of the Fund; (10) all costs and expenses of preparing, setting in type, printing and distributing reports and other communications to Members or potential members; (11) all expenses of computing the Fund’s net asset value, including any equipment or services obtained for the purpose of valuing the Fund’s investment portfolio, including appraisal and valuation services provided by third parties; (12) all charges for equipment or services used for communications between the Fund and any custodian, or other agent engaged by the Fund; (13) fees of custodians, other service providers to the Fund including transfer agents and depositaries (including The Depository Trust & Clearing Corporation and National Securities Clearing Corporation), and other Persons providing administrative services to the Fund; (14) any extraordinary expenses, including, without limitation, litigation or indemnification expenses, excise taxes and costs incurred in connection with holding and/or soliciting proxies for a meeting of Members; (15) all taxes to which the Fund may be subject, directly or indirectly, and whether in the United States, any state thereof or any other U.S. or non-U.S. jurisdictions; and (16) such other types of expenses as may be approved from time to time by the Board. Except as set forth in the Investment Advisory Agreement, the Adviser shall be entitled to reimbursement from the Fund for any of the above expenses that the Adviser pays on behalf of the Fund. (c) The Fund from time to time, alone or in conjunction with other accounts for which the Adviser or Sponsor, or any Affiliate of the Adviser or Sponsor, acts as general partner, managing member or investment adviser, may purchase Insurance in such amounts, from such insurers and on such terms as the Board shall determine.

Fees, Expenses and Reimbursement. (a) The Advisor and its Affiliates shall be entitled to receive such fees for services provided to the Fund as may be agreed to by the Advisor (or its Affiliate) and the Fund pursuant to the Investment Advisory Agreement or other applicable agreement relating to such services. (b) The Board of Managers may cause the Fund to compensate each Manager who is not an officer or employee of the Advisor or the Placement Agent (or of any Affiliate of the Advisor or of the Placement Agent) for his or her services hereunder. In additionas such, and such Manager shall be reimbursed by the Fund shall reimburse the Managers for reasonable travel and out-of-pocket expenses incurred by them him in performing their his duties under this Agreement. (bc) The Fund shall bear all expenses incurred in the its business of the Fund and operations, other than those specifically required to be borne by the Adviser Advisor pursuant to the Investment Advisory Agreement. Expenses to be borne by the Fund (and, thus, indirectly by Members) include, but are not limited to, the following: (1) all expenses related to its investment program, including, but not limited to: (i) expenses borne through the Fund’s investments in the Investment Vehicles, if applicable in each case, including, without limitation, any fees and expenses charged by the Investment Vehicles (such as management fees, performance, carried interests, or incentive fees or allocations, monitoring fees, property management fees and redemption or withdrawal fees); (ii) all costs and expenses directly related to portfolio transactions and positions for the Fund’s 's account, such as direct and indirect expenses associated with the Fund’s investments in Investment Vehicles (whether or not consummated), and enforcing the Fund’s rights in respect of such investments; (iii) transfer taxes and premiums; (iv) taxes withheld on non-U.S. dividends or other non-U.S. source income; (v) professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts); and (vi) if applicablebut not limited to, brokerage commissions, research fees (including research related travel), interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and purchased, custodial fees, margin fees, transfer taxes and premiums, taxes withheld on foreign dividends and indirect expenses from investments in Portfolio Funds; (2) the advisory fee paid by the Fund to the Adviser in consideration of the advisory and other services provided by the Adviser to the Fund; (3) any distribution and/or service fees; (4) all costs and expenses (including costs and expenses associated with the organization and initial registration of the Fund) associated with the operation and registration of the Fund, including, without limitation, all costs and expenses associated with the repurchase offersregistration of the Fund under, and certain offering costs and the costs of compliance with with, any applicable Federal or state laws; (5) fees of the Independent Managers of the Fund and the fees and expenses of independent counsel thereto, and the costs and expenses of holding any meetings of the Board or Members that are regularly scheduled, permitted or required to be held under the terms of this Agreement, as applicable, the 1940 Act, or other applicable law; (6) a portion, as determined by the Board, of the compensation payable to the Fund’s chief compliance officer, and expenses attributable to implementing the Fund’s compliance program; (7) the fees and disbursements of any attorneys, accountants, independent registered public accounting firms and other consultants and professionals engaged on behalf of the Fund and the Independent Managers; (8) the costs of a fidelity bond and any liability or other insurance obtained on behalf of the Fund or the Managers or the officers of the Fund; (9) recordkeeping, custody and transfer agency fees and expenses of the Fund; (103) all costs and expenses associated with the organization of preparing, setting in type, printing and distributing reports and other communications to Members or potential members; (11) all expenses of computing the Fund’s net asset value, including any equipment or services obtained for the purpose of valuing the Fund’s separate investment portfolio, including appraisal and valuation services provided funds managed by third parties; (12) all charges for equipment or services used for communications between the Fund and any custodian, or other agent engaged Portfolio Managers retained by the Fund; (13) fees of custodians, other service providers to the Fund including transfer agents and depositaries (including The Depository Trust & Clearing Corporation and National Securities Clearing Corporation)if any, and other Persons providing administrative services to with the Fundselection of Portfolio Managers, including due diligence and travel related expenses; (14) any extraordinary expenses, including, without limitation, litigation or indemnification expenses, excise taxes and costs incurred in connection with holding and/or soliciting proxies for a meeting of Members; (15) all taxes to which the Fund may be subject, directly or indirectly, and whether in the United States, any state thereof or any other U.S. or non-U.S. jurisdictions; and (16) such other types of expenses as may be approved from time to time by the Board. Except as set forth in the Investment Advisory Agreement, the Adviser shall be entitled to reimbursement from the Fund for any of the above expenses that the Adviser pays on behalf of the Fund. (c) The Fund from time to time, alone or in conjunction with other accounts for which the Adviser or any Affiliate of the Adviser acts as general partner, managing member or investment adviser, may purchase Insurance in such amounts, from such insurers and on such terms as the Board shall determine.

Fees, Expenses and Reimbursement. (a) The Advisor and its Affiliates shall be entitled to receive such fees for services provided to the Fund as may be agreed to by the Advisor (or its Affiliate) and the Fund pursuant to the Investment Advisory Agreement or other applicable agreement relating to such services. (b) The Board of Managers may cause the Fund to compensate each Manager who is not an officer or employee of the Advisor or the Placement Agent (or of any Affiliate of the Advisor or of the Placement Agent) for his or her services hereunder. In additionas such, and such Manager shall be reimbursed by the Fund shall reimburse the Managers for reasonable travel and out-of-pocket expenses incurred by them him in performing their his duties under this Agreement. (bc) The Fund shall bear all expenses incurred in the its business of the Fund and operations, other than those specifically required to be borne by the Adviser Advisor pursuant to the Investment Advisory Agreement. Expenses to be borne by the Fund (and, thus, indirectly by Members) include, but are not limited to, the following: (1) all expenses related to its investment program, including, but not limited to: (i) expenses borne through the Fund’s investments in the Investment Vehicles, if applicable in each case, including, without limitation, any fees and expenses charged by the Investment Vehicles (such as management fees, performance, carried interests, or incentive fees or allocations, monitoring fees, property management fees and redemption or withdrawal fees); (ii) all costs and expenses directly didrectly related to portfolio transactions and positions for the Fund’s 's account, such as direct and indirect expenses associated with the Fund’s investments in Investment Vehicles (whether or not consummated), and enforcing the Fund’s rights in respect of such investments; (iii) transfer taxes and premiums; (iv) taxes withheld on non-U.S. dividends or other non-U.S. source income; (v) professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts); and (vi) if applicablebut not limited to, brokerage commissions, research fees (including research related travel), interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and purchased, custodial fees, margin fees, transfer taxes and premiums, taxes withheld on foreign dividends and indirect expenses from investments in Portfolio Funds; (2) the advisory fee paid by the Fund to the Adviser in consideration of the advisory and other services provided by the Adviser to the Fund; (3) any distribution and/or service fees; (4) all costs and expenses (including costs and expenses associated with the organization and initial registration of the Fund) associated with the operation and registration of the Fund, including, without limitation, all costs and expenses associated with the repurchase offersregistration of the Fund under, and certain offering costs and the costs of compliance with with, any applicable Federal or state laws; (5) fees of the Independent Managers of the Fund and the fees and expenses of independent counsel thereto, and the costs and expenses of holding any meetings of the Board or Members that are regularly scheduled, permitted or required to be held under the terms of this Agreement, as applicable, the 1940 Act, or other applicable law; (6) a portion, as determined by the Board, of the compensation payable to the Fund’s chief compliance officer, and expenses attributable to implementing the Fund’s compliance program; (7) the fees and disbursements of any attorneys, accountants, independent registered public accounting firms and other consultants and professionals engaged on behalf of the Fund and the Independent Managers; (8) the costs of a fidelity bond and any liability or other insurance obtained on behalf of the Fund or the Managers or the officers of the Fund; (9) recordkeeping, custody and transfer agency fees and expenses of the Fund; (103) all costs and expenses associated with the organization of preparing, setting in type, printing and distributing reports and other communications to Members or potential members; (11) all expenses of computing the Fund’s net asset value, including any equipment or services obtained for the purpose of valuing the Fund’s separate investment portfolio, including appraisal and valuation services provided funds managed by third parties; (12) all charges for equipment or services used for communications between the Fund and any custodian, or other agent engaged Portfolio Managers retained by the Fund; (13) fees of custodians, other service providers to the Fund including transfer agents and depositaries (including The Depository Trust & Clearing Corporation and National Securities Clearing Corporation)if any, and other Persons providing administrative services to with the Fundselection of Portfolio Managers, including due diligence and travel related expenses; (14) any extraordinary expenses, including, without limitation, litigation or indemnification expenses, excise taxes and costs incurred in connection with holding and/or soliciting proxies for a meeting of Members; (15) all taxes to which the Fund may be subject, directly or indirectly, and whether in the United States, any state thereof or any other U.S. or non-U.S. jurisdictions; and (16) such other types of expenses as may be approved from time to time by the Board. Except as set forth in the Investment Advisory Agreement, the Adviser shall be entitled to reimbursement from the Fund for any of the above expenses that the Adviser pays on behalf of the Fund. (c) The Fund from time to time, alone or in conjunction with other accounts for which the Adviser or any Affiliate of the Adviser acts as general partner, managing member or investment adviser, may purchase Insurance in such amounts, from such insurers and on such terms as the Board shall determine.

Fees, Expenses and Reimbursement. (a) Pursuant to the terms of the Investment Advisory Agreement, the Investment Manager shall be entitled to receive the Management Fee. The Management Fee will be accrued monthly and paid quarterly. The Management Fee is payable by the Fund to the Investment Manager within 10 days after the end of the relevant month. (b) The Board of Managers may cause the Fund to compensate each Manager who is not an officer or employee of the Investment Manager (or of any Affiliate of the Investment Manager) for his or her services hereunder. In additionas such, and such Manager shall be reimbursed by the Fund shall reimburse the Managers for reasonable travel and out-of-pocket expenses incurred by them him in performing their his duties under this Agreement. (bc) The Fund shall bear all expenses incurred in the its business of the Fund and operations, other than those specifically required to be borne by the Adviser Investment Manager pursuant to the Investment Advisory Agreement. Expenses to be borne by the Fund (and, thus, indirectly by Members) include, but are not limited to, the following: (1) all expenses related to its investment program, including, but not limited to: (i) expenses borne through the Fund’s investments in the Investment Vehicles, if applicable in each case, including, without limitation, any fees and expenses charged by the Investment Vehicles (such as management fees, performance, carried interests, or incentive fees or allocations, monitoring fees, property management fees and redemption or withdrawal fees); (ii) all costs and expenses directly related to portfolio transactions and positions for the Fund’s account, such as direct and indirect expenses associated with the Fund’s investments in Investment Vehicles (whether or not consummated), and enforcing the Fund’s rights in respect of such investments; (iii) transfer taxes and premiums; (iv) taxes withheld on non-U.S. dividends or other non-U.S. source income; (v) professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts); and (vi) if applicablebut 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 but not yet purchased and purchased, custodial fees, margin fees, transfer taxes and premiums, taxes withheld on foreign dividends and indirect expenses from investments in Portfolio Funds; (2) the advisory fee paid by the Fund to the Adviser in consideration of the advisory and other services provided by the Adviser to the Fund; (3) any distribution and/or service fees; (4) all costs and expenses (including costs and expenses associated with the organization and initial registration of the Fund) associated with the operation and registration of the Fund, including, without limitation, all costs and expenses associated with the repurchase offersregistration of the Fund under, offering costs and the costs of compliance with with, any applicable Federal or state laws; (3) all costs and expenses associated with the organization of separate investment funds managed by Portfolio Managers retained by the Fund; (4) attorneys’ fees and disbursements associated with the preparation, review and updating of the Form N-2, the Prospectus and other offering related documents (the “Offering Materials”); (5) fees the costs of printing the Independent Managers Offering Materials; (6) the costs of distributing the Fund and the fees and expenses of independent counsel thereto, and Offering Materials to prospective investors; (7) the costs and expenses of holding any meetings of the Board or Members that are regularly scheduledand any meetings of Members, permitted or required to be held under including legal costs associated with the terms preparation and filing of this Agreement, as applicable, the 1940 Act, or other applicable lawproxy materials; (6) a portion, as determined by the Board, of the compensation payable to the Fund’s chief compliance officer, and expenses attributable to implementing the Fund’s compliance program; (7) 8) the fees and disbursements of any attorneysFund counsel, accountantslegal counsel to the Independent Managers, independent registered public accounting firms accountants for the Fund and other consultants and professionals engaged on behalf of the Fund and the Independent ManagersFund; (8) 9) the Management Fee and all other fees payable to various service providers pursuant to the Fund’s Administration Agreement and Custodian Services Agreement; (10) the costs of a fidelity bond and any liability or other insurance obtained on behalf of the Fund or the Managers or the officers of the FundBoard; (9) recordkeeping, custody and transfer agency fees and expenses of the Fund; (1011) all costs and expenses of preparing, setting in type, printing and distributing reports and other communications to Members or potential membersMembers; (1112) all expenses of computing the Fund’s net asset value, including any equipment or services obtained for the purpose of valuing the Fund’s investment portfolio, including appraisal and valuation services provided by third partiesthese purposes; (1213) all charges for equipment or services used for communications between in communicating information regarding the Fund Fund’s transactions among the Investment Manager and any custodian, custodian or other agent engaged by the Fund; (13) fees of custodians, other service providers to the Fund including transfer agents and depositaries (including The Depository Trust & Clearing Corporation and National Securities Clearing Corporation), and other Persons providing administrative services to the Fund; (14) any extraordinary expenses, including, without limitation, litigation or indemnification expenses, excise taxes and costs incurred in connection with holding and/or soliciting proxies for a meeting of Members; (15) all taxes to which the Fund may be subject, directly or indirectly, and whether in the United States, any state thereof or any other U.S. or non-U.S. jurisdictions; and (1614) such other types of expenses as may be approved from time to time by the BoardBoard of Managers. Except as set forth in the The Investment Advisory Agreement, the Adviser Manager shall be entitled to reimbursement from the Fund for any of the above expenses that the Adviser it pays on behalf of the Fund. (cd) The Fund Subject to procuring any required regulatory approvals, from time to timetime the Fund may, alone or in conjunction with other registered or unregistered investment funds or other accounts for which the Adviser Investment Manager, or any Affiliate of the Adviser Investment Manager, acts as general partner, managing member partner or investment adviser, may purchase Insurance insurance in such amounts, from such insurers and on such terms as the Board of Managers shall determine.