Common use of Operating Expenses; Fees Clause in Contracts

Operating Expenses; Fees. (a) The Fund shall pay amounts due to be paid by it hereunder (including any incidental expenses but not including redemption or dividend payments on the VMTP Shares) as operating expenses. (b) The Fund shall pay the reasonable fees and expenses of the Purchasers’ outside counsel in connection with the negotiation and documentation of the transactions contemplated by this Agreement (i) no later than the Effective Date, upon receipt by the Investment Manager of a valid and complete invoice with respect to such reasonable fees and expenses (or a portion thereof) that is submitted to PIMCO and/or the Fund through CounselLink not less than five (5) Business Days prior to the Effective Date and/or (ii) no later than 20 Business Days following the Effective Date, upon receipt by the Investment Manager of a valid and complete invoice with respect to such reasonable fees and expenses (or a portion thereof) that is submitted to PIMCO and/or the Fund through CounselLink less than five (5) Business Days prior to the Effective Date; provided that the Fund shall not be obligated to pay any such reasonable fees and expenses in excess of the product of (A) $350,000 multiplied by (B) a fraction, the numerator of which is equal to the Purchase Price, and the denominator of which is equal to the gross proceeds from the sale of Variable Rate MuniFund Term Preferred Shares on the Effective Date issued by all closed-end funds advised by the Investment Manager and purchased by the Purchasers.