Common use of Excess Expenses Clause in Contracts

Excess Expenses. To determine the Adviser’s liability for expenses in excess of the Percentage Expense Limitation, the amount of allowable fiscal-year-to-date expenses shall be computed daily by prorating the Percentage Expense Limitation based on the number of days elapsed within the fiscal year, or limitation period, if shorter (the “Prorated Limitation”). The Prorated Limitation shall be compared to the Fund’s expenses recorded through the current day in order to produce the allowable expenses to be recorded for the current day (the “Allowable Expenses”). If the Investment Management Fee and the Fund’s other expenses for the current day exceed the Allowable Expenses, the Investment Management Fee for the current day shall be reduced by such excess (“Unaccrued Fees”). In the event such excess exceeds the amount due as the Investment Management Fee, the Adviser shall be responsible for the additional excess (“Other Expenses Exceeding Limit”). At any time the operating expenses of the Fund, which include offering costs and the previously waived organizational costs, are less than the expense limitation, the Adviser retains the right to seek reimbursement for any fees previously waived and/or expenses previously assumed to the extent that such reimbursement will not cause the Fund’s annualized expenses to exceed the Percentage Expense Limitation currently in effect or in effect at the time of reduction of the Investment Management Fee or payment by the Adviser. The Fund is not obligated to reimburse the Adviser for fees previously waived or expenses previously assumed by the Adviser more than three years after the date of the fee waiver or expense reduction. Reimbursement to the Adviser from the Fund of any fees waived or expenses reimbursed shall apply first to waivers or expense payments made during the earliest available period for the Fund, and thereafter apply in order of waivers or expense payments made during each consecutive fiscal year thereafter. Any such reimbursement is also contingent upon review and approval by the Board of Trustees. The Board of Trustees may grant such approval by ratifying reimbursements after they are made. The Adviser is not entitled to reimbursement from the Fund for any amounts that the Fund previously reimbursed to the Adviser pursuant to this Paragraph 2.

Excess Expenses. To determine the Adviser’s liability for expenses in excess of the Percentage Expense Limitation, the amount of allowable fiscal-year-to-date expenses shall be computed daily by prorating the Percentage Expense Limitation based on the number of days elapsed within the fiscal year, or limitation period, if shorter (the “Prorated Limitation”). The Prorated Limitation shall be compared to the Fund’s expenses recorded through the current day in order to produce the allowable expenses to be recorded for the current day (the “Allowable Expenses”). If the Investment Management Fee and the Fund’s other expenses for the current day exceed the Allowable Expenses, the Investment Management Fee for the current day shall be reduced by such excess (“Unaccrued Fees”). In the event such excess exceeds the amount due as the Investment Management Fee, the Adviser shall be responsible for the additional excess (“Other Expenses Exceeding Limit”). At any time the operating expenses of the Fund, which include offering costs and the previously waived organizational costs, are less than the expense limitation, the Adviser retains the right to seek reimbursement for any fees previously waived and/or expenses previously assumed to the extent that such reimbursement will not cause the Fund’s annualized expenses to exceed the Percentage Expense Limitation currently in effect or in effect at the time of reduction of the Investment Management Fee or payment by the AdviserLimitation. The Fund is not obligated to reimburse the Adviser for fees previously waived or expenses previously assumed by the Adviser more than three years after the date fiscal year end of the fee waiver or expense reductionsuch reimbursement. Reimbursement to the Adviser from the Fund of any fees waived or expenses reimbursed shall apply first to waivers or expense payments made during the earliest available period for the Fund, and thereafter apply in order of waivers or expense payments made during each consecutive fiscal year thereafter. Any such reimbursement is also contingent upon review and approval by the Board of Trustees. The Board of Trustees may grant such approval by ratifying reimbursements after they are made. The Adviser is not entitled to reimbursement from the Fund for any amounts that the Fund previously reimbursed to the Adviser pursuant to this Paragraph 2.

Excess Expenses. To determine In consideration of the Adviser’s liability for expenses in excess of agreement as provided herein, the Percentage Expense Limitation, Trust agrees to carry forward the amount of allowable fiscal-year-to-date the foregone fees and Ordinary Operating Expenses paid, absorbed or reimbursed by the Adviser (other than organizational and initial offering expenses, which are those expenses shall incurred by the Trust in order to permit the Trust to be computed daily declared effective by prorating the Percentage Expense Limitation based on the number of days elapsed within the fiscal year, or limitation period, if shorter Securities and Exchange Commission and to commence operations) (the “Prorated LimitationExcess Expenses”), for a period not to exceed three years from the date on which such fees are foregone or expenses are incurred by the Adviser (the “Recoupment Period”). The Prorated Limitation shall be compared to the Fund’s expenses recorded through the current day in order to produce the allowable expenses to be recorded for the current day (the “Allowable Expenses”). If the Investment Management Fee and the Fund’s other expenses for the current day exceed the Allowable Expenses, the Investment Management Fee for the current day shall be reduced by such excess (“Unaccrued Fees”). In the event such excess exceeds the amount due as the Investment Management Fee, the Adviser shall be responsible for entitled to recoup from the additional excess (“Other Trust the amount of such Excess Expenses Exceeding Limit”). At any time during the operating expenses of the Fund, which include offering costs and the previously waived organizational costs, are less than the expense limitation, the Adviser retains the right to seek reimbursement for any fees previously waived and/or expenses previously assumed Recoupment Period to the extent that such reimbursement will recoupment does not cause the FundTrust’s annualized expenses Ordinary Operating Expenses plus recoupment to exceed the Percentage Expense Limitation currently in effect at the time the expenses were paid or waived or any Expense Limitation in effect at the time of reduction recoupment. For the avoidance of doubt, if, at the end of the Investment Management Fee Recoupment Period in which the Adviser has recouped from the Trust any Excess Expenses, the Trust’s Ordinary Operating Expenses for the Recoupment Period exceed the Expense Limitation in effect at the time the expenses were paid or waived or any Expense Limitation in effect at the time of recoupment, the Adviser shall promptly pay the Trust an amount equal to the lesser of: (i) the amount by which the Trust’s Ordinary Operating Expenses for such fiscal year exceed the Expense Limitation; and (ii) the amount recouped by the Adviser for Excess Expenses in such fiscal year. Any payment by the Adviser. The Fund is not obligated Adviser to reimburse the Adviser for fees previously waived or expenses previously assumed Trust pursuant to the foregoing sentence shall be subject to later recoupment by the Adviser more than three years after the date of the fee waiver or expense reduction. Reimbursement to the Adviser from the Fund of any fees waived or expenses reimbursed shall apply first to waivers or expense payments made during the earliest available period for the Fund, and thereafter apply in order of waivers or expense payments made during each consecutive fiscal year thereafter. Any such reimbursement is also contingent upon review and approval by the Board of Trusteesaccordance with this Section 4. The Board Adviser’s obligations under this Section 4 shall survive termination of Trustees may grant such approval by ratifying reimbursements after they are made. The Adviser is not entitled to reimbursement from the Fund for any amounts that the Fund previously reimbursed to the Adviser pursuant to this Paragraph 2Agreement.

Excess Expenses. To determine In consideration of the Adviser’s liability for expenses in excess of agreement as provided herein, the Percentage Expense Limitation, Fund agrees to carry forward the amount of allowable fiscal-year-to-date fees and expenses shall in respect of the applicable Class of shares waived, reimbursed or paid by the Adviser (“Excess Expenses”) for a period not to exceed three years from the end of the month in which such fees and expenses were waived, reimbursed or paid by the Adviser, and to reimburse the Adviser in the amount of such Excess Expenses as promptly as possible, on a monthly basis, even if (i) such reimbursement occurs after the termination of the Limitation Period, provided that the Ordinary Expenses in respect of the applicable Class of shares have fallen to a level below the relevant Expense Cap of the Class and (ii) the reimbursement amount does not raise the level of Ordinary Expenses plus waived fees, reimbursed expenses or directly paid expenses in respect of the applicable Class of shares in the month the reimbursement is being made to a level that exceeds the Expense Cap of the Class (or such other Expense Cap as may be computed daily by prorating in effect at the Percentage Expense Limitation based on time). For the number avoidance of days elapsed within the fiscal year, or limitation perioddoubt, if shorter (in respect of the “Prorated Limitation”). The Prorated Limitation shall be compared to applicable Class of Shares, at the end of any fiscal year in which the Fund has reimbursed the Adviser for any Excess Expenses, the Fund’s waived fees, reimbursed expenses recorded through the current day in order to produce the allowable expenses to be recorded for the current day (the “Allowable Expenses”). If the Investment Management Fee and the Fund’s other or directly paid expenses for the current day such fiscal year exceed the Allowable Expenses, Expense Cap (or such other Expense Cap as may be in effect at the Investment Management Fee for time) of the current day shall be reduced by such excess (“Unaccrued Fees”). In the event such excess exceeds the amount due as the Investment Management FeeClass, the Adviser shall be responsible for promptly pay the additional excess (“Other Expenses Exceeding Limit”). At any time the operating expenses of the Fund, which include offering costs and the previously waived organizational costs, are less than the expense limitation, the Adviser retains the right to seek reimbursement for any fees previously waived and/or expenses previously assumed Fund an amount equal to the extent that such reimbursement will not cause lesser of: (i) the amount by which the Fund’s annualized waived fees, reimbursed expenses to or directly paid expenses in respect of the applicable Class of shares for such fiscal year exceed the Percentage Expense Limitation currently in effect Cap of the Class (or such other Expense Cap as may be in effect at the time time); and (ii) the amount of reduction reimbursements for Excess Expenses in respect of the Investment Management Fee or applicable Class of Shares paid by the Fund to the Adviser in such fiscal year. Any payment by the AdviserAdviser to the Fund pursuant to the foregoing sentence shall be subject to later reimbursement by the Fund in accordance with this Section 4. The Fund is not obligated to reimburse the Adviser for fees previously waived or expenses previously assumed by the Adviser more than three years after the date Adviser’s obligations under this Section 4 shall survive termination of the fee waiver or expense reduction. Reimbursement to the Adviser from the Fund of any fees waived or expenses reimbursed shall apply first to waivers or expense payments made during the earliest available period for the Fund, and thereafter apply in order of waivers or expense payments made during each consecutive fiscal year thereafter. Any such reimbursement is also contingent upon review and approval by the Board of Trustees. The Board of Trustees may grant such approval by ratifying reimbursements after they are made. The Adviser is not entitled to reimbursement from the Fund for any amounts that the Fund previously reimbursed to the Adviser pursuant to this Paragraph 2letter agreement.

Excess Expenses. To determine In consideration of the Adviser’s liability for expenses in excess of agreement as provided herein, the Percentage Expense Limitation, Fund agrees to carry forward the amount of allowable fiscal-year-to-date expenses shall be computed daily by prorating the Percentage Expense Limitation based on the number of days elapsed within the fiscal yearforegone investment advisory fees and Specified Expenses paid, absorbed, or limitation period, if shorter (the “Prorated Limitation”). The Prorated Limitation shall be compared to the Fund’s expenses recorded through the current day in order to produce the allowable expenses to be recorded for the current day (the “Allowable Expenses”). If the Investment Management Fee and the Fund’s other expenses for the current day exceed the Allowable Expenses, the Investment Management Fee for the current day shall be reduced by such excess (“Unaccrued Fees”). In the event such excess exceeds the amount due as the Investment Management Fee, the Adviser shall be responsible for the additional excess (“Other Expenses Exceeding Limit”). At any time the operating expenses of the Fund, which include offering costs and the previously waived organizational costs, are less than the expense limitation, the Adviser retains the right to seek reimbursement for any fees previously waived and/or expenses previously assumed to the extent that such reimbursement will not cause the Fund’s annualized expenses to exceed the Percentage Expense Limitation currently in effect or in effect at the time of reduction of the Investment Management Fee or payment reimbursed by the Adviser. The Fund is , for a period not obligated to reimburse the Adviser for fees previously waived or expenses previously assumed by the Adviser more than exceed three years after the date on which such fees are foregone or expense is incurred by the Adviser (“Excess Expenses”) and to reimburse the Adviser in the amount of such Excess Expenses as promptly as possible, on a monthly basis, even if such reimbursement occurs after the termination of the fee waiver or expense reductionLimitation Period, provided that the Specified Expenses have fallen to a level below the Expense Cap and the reimbursement amount does not raise the level of Specified Expenses in the month the reimbursement is being made to a level that exceeds the Expense Cap. Reimbursement For the avoidance of doubt, if, at the end of any fiscal year in which the Fund has reimbursed the Adviser for any Excess Expenses, the Fund’s Specified Expenses for such fiscal year exceed the Expense Limitation, the Adviser shall promptly pay the Fund an amount equal to the lesser of: (i) the amount by which the Fund’s Specified Expenses for such fiscal year exceed the Expense Limitation; and (ii) the amount of reimbursements for Excess Expenses paid by the Fund to the Adviser from in such fiscal year. Any payment by the Adviser to the Fund of any fees waived or expenses reimbursed pursuant to the foregoing sentence shall apply first be subject to waivers or expense payments made during the earliest available period for the Fund, and thereafter apply in order of waivers or expense payments made during each consecutive fiscal year thereafter. Any such later reimbursement is also contingent upon review and approval by the Board of TrusteesFund in accordance with this Section 4. The Board Adviser’s obligations under this Section 4 shall survive termination of Trustees may grant such approval by ratifying reimbursements after they are made. The Adviser is not entitled to reimbursement from the Fund for any amounts that the Fund previously reimbursed to the Adviser pursuant to this Paragraph 2letter agreement.

Excess Expenses. To determine In consideration of the Adviser’s liability for expenses in excess agreement as provided herein, the Fund agrees to carry forward the amount of the Percentage foregone investment advisory fees and Expenses in respect of the applicable Class of shares paid, absorbed, or reimbursed by the Adviser, for a period not to exceed three years from the end of the fiscal year in which such fees are foregone or expense is incurred by the Adviser (“Excess Expenses”) and to reimburse the Adviser in the amount of such Excess Expenses as promptly as possible, on a monthly basis, even if such reimbursement occurs after the termination of the Limitation Period, provided that the Specified Expenses in respect of the applicable Class of shares have fallen to a level below the Expense Cap and the reimbursement amount does not raise the level of Specified Expenses in respect of the applicable Class of shares in the month the reimbursement is being made to a level that exceeds the Expense Cap. For purposes of the preceding sentence, “Expenses” in respect of the Fund’s Class A shares shall be deemed to include any “Expenses” paid, absorbed or reimbursed by the Adviser in respect of Alti Private Equity Access Fund (the “Fund”). For the avoidance of doubt, if, at the end of any fiscal year in which the Fund has reimbursed the Adviser for any Excess Expenses, the Fund’s Expenses in respect of the applicable Class of shares for such fiscal year exceed the Expense Limitation, the Adviser shall promptly pay the Fund an amount of allowable fiscal-year-to-date expenses shall be computed daily equal to the lesser of: (i) the amount by prorating the Percentage Expense Limitation based on the number of days elapsed within the fiscal year, or limitation period, if shorter (the “Prorated Limitation”). The Prorated Limitation shall be compared to which the Fund’s expenses recorded through Expenses in respect of the current day in order to produce the allowable expenses to be recorded applicable Class of shares for the current day (the “Allowable Expenses”). If the Investment Management Fee and the Fund’s other expenses for the current day such fiscal year exceed the Allowable Expenses, the Investment Management Fee for the current day shall be reduced by such excess Expense Limitation; and (“Unaccrued Fees”). In the event such excess exceeds ii) the amount due as of reimbursements for Excess Expenses in respect of the Investment Management Fee, applicable Class of shares paid by the Fund to the Adviser shall be responsible for the additional excess (“Other Expenses Exceeding Limit”)in such fiscal year. At any time the operating expenses of the Fund, which include offering costs and the previously waived organizational costs, are less than the expense limitation, the Adviser retains the right to seek reimbursement for any fees previously waived and/or expenses previously assumed to the extent that such reimbursement will not cause the Fund’s annualized expenses to exceed the Percentage Expense Limitation currently in effect or in effect at the time of reduction of the Investment Management Fee or Any payment by the AdviserAdviser to the Fund pursuant to the foregoing sentence shall be subject to later reimbursement by the Fund in accordance with this Section 4. The Fund is not obligated to reimburse the Adviser for fees previously waived or expenses previously assumed by the Adviser more than three years after the date Adviser’s obligations under this Section 4 shall survive termination of the fee waiver or expense reduction. Reimbursement to the Adviser from the Fund of any fees waived or expenses reimbursed shall apply first to waivers or expense payments made during the earliest available period for the Fund, and thereafter apply in order of waivers or expense payments made during each consecutive fiscal year thereafter. Any such reimbursement is also contingent upon review and approval by the Board of Trustees. The Board of Trustees may grant such approval by ratifying reimbursements after they are made. The Adviser is not entitled to reimbursement from the Fund for any amounts that the Fund previously reimbursed to the Adviser pursuant to this Paragraph 2letter agreement.

Excess Expenses. To determine In consideration of the Adviser’s liability for expenses in excess of agreement as provided herein, the Percentage Expense Limitation, Fund agrees to carry forward the amount of allowable fiscal-year-to-date expenses shall be computed daily by prorating the Percentage Expense Limitation based on the number of days elapsed within the fiscal yearforegone investment advisory fees and Specified Expenses paid, absorbed, or limitation period, if shorter (the “Prorated Limitation”). The Prorated Limitation shall be compared to the Fund’s expenses recorded through the current day in order to produce the allowable expenses to be recorded for the current day (the “Allowable Expenses”). If the Investment Management Fee and the Fund’s other expenses for the current day exceed the Allowable Expenses, the Investment Management Fee for the current day shall be reduced by such excess (“Unaccrued Fees”). In the event such excess exceeds the amount due as the Investment Management Fee, the Adviser shall be responsible for the additional excess (“Other Expenses Exceeding Limit”). At any time the operating expenses of the Fund, which include offering costs and the previously waived organizational costs, are less than the expense limitation, the Adviser retains the right to seek reimbursement for any fees previously waived and/or expenses previously assumed to the extent that such reimbursement will not cause the Fund’s annualized expenses to exceed the Percentage Expense Limitation currently in effect or in effect at the time of reduction of the Investment Management Fee or payment reimbursed by the Adviser. The Fund is , for a period not obligated to reimburse the Adviser for fees previously waived or expenses previously assumed by the Adviser more than exceed three years after the date on which such fees are foregone or expense is incurred by the Adviser (“Excess Expenses”) and to reimburse the Adviser in the amount of such Excess Expenses as promptly as possible, on a monthly basis, even if such reimbursement occurs after the termination of the fee waiver or expense reductionLimitation Period, provided that the Specified Expenses have fallen to a level below the Expense Cap and the reimbursement amount does not raise the level of Specified Expenses in the month the reimbursement is being made to a level that exceeds the Expense Cap. Reimbursement For the avoidance of doubt, if, at the end of any fiscal year in which the Fund has reimbursed the Adviser for any Excess Expenses, the Fund’s Specified Expenses for such fiscal year exceed the Expense Limitation, the Adviser shall promptly pay the Fund an amount equal to the lesser of: (i) the amount by which the Fund’s Specified Expenses for such fiscal year exceed the Expense Limitation; and (ii) the amount of reimbursements for Excess Expenses paid by the Fund to the Adviser from in such fiscal year. Any payment by the Adviser to the Fund of any fees waived or expenses reimbursed pursuant to the foregoing sentence shall apply first be subject to waivers or expense payments made during the earliest available period for the Fund, and thereafter apply in order of waivers or expense payments made during each consecutive fiscal year thereafter. Any such later reimbursement is also contingent upon review and approval by the Board of TrusteesFund in accordance with this Section 6. The Board Adviser’s obligations under this Section 6 shall survive termination of Trustees may grant such approval by ratifying reimbursements after they are made. The Adviser is not entitled to reimbursement from the Fund for any amounts that the Fund previously reimbursed to the Adviser pursuant to this Paragraph 2letter agreement.

Excess Expenses. To determine In consideration of the Adviser’s liability for expenses in excess of agreement as provided herein, the Percentage Expense Limitation, Fund agrees to carry forward the amount of allowable fiscal-year-to-date fees and expenses shall in respect of the applicable Class of shares waived, reimbursed or paid by the Adviser (“Excess Expenses”) for a period not to exceed three years from the end of the month in which such fees and expenses were waived, reimbursed or paid by the Adviser, and to reimburse the Adviser in the amount of such Excess Expenses as promptly as possible, on a monthly basis, even if such reimbursement occurs after the termination of the Limitation Period, provided that the waived fees, reimbursed expenses or directly paid expenses in respect of the applicable Class of shares have fallen to a level below the Expense Cap of the Class and the reimbursement amount does not raise the level of waived fees, reimbursed expenses or directly paid expenses in respect of the applicable Class of shares in the month the reimbursement is being made to a level that exceeds the Expense Cap of the Class (or such other Expense Cap as may be computed daily by prorating in effect at the Percentage Expense Limitation based on time). For the number avoidance of days elapsed within the fiscal year, or limitation perioddoubt, if shorter (in respect of the “Prorated Limitation”). The Prorated Limitation shall be compared to applicable Class of Shares, at the end of any fiscal year in which the Fund has reimbursed the Adviser for any Excess Expenses, the Fund’s waived fees, reimbursed expenses recorded through the current day in order to produce the allowable expenses to be recorded for the current day (the “Allowable Expenses”). If the Investment Management Fee and the Fund’s other or directly paid expenses for the current day such fiscal year exceed the Allowable Expenses, Expense Cap (or such other Expense Cap as may be in effect at the Investment Management Fee for time) of the current day shall be reduced by such excess (“Unaccrued Fees”). In the event such excess exceeds the amount due as the Investment Management FeeClass, the Adviser shall be responsible for promptly pay the additional excess (“Other Expenses Exceeding Limit”). At any time the operating expenses of the Fund, which include offering costs and the previously waived organizational costs, are less than the expense limitation, the Adviser retains the right to seek reimbursement for any fees previously waived and/or expenses previously assumed Fund an amount equal to the extent that such reimbursement will not cause lesser of: (i) the amount by which the Fund’s annualized waived fees, reimbursed expenses to or directly paid expenses in respect of the applicable Class of shares for such fiscal year exceed the Percentage Expense Limitation currently in effect Cap of the Class (or such other Expense Cap as may be in effect at the time time); and (ii) the amount of reduction reimbursements for Excess Expenses in respect of the Investment Management Fee or applicable Class of Shares paid by the Fund to the Adviser in such fiscal year. Any payment by the AdviserAdviser to the Fund pursuant to the foregoing sentence shall be subject to later reimbursement by the Fund in accordance with this Section 4. The Fund is not obligated to reimburse the Adviser for fees previously waived or expenses previously assumed by the Adviser more than three years after the date Adviser’s obligations under this Section 4 shall survive termination of the fee waiver or expense reduction. Reimbursement to the Adviser from the Fund of any fees waived or expenses reimbursed shall apply first to waivers or expense payments made during the earliest available period for the Fund, and thereafter apply in order of waivers or expense payments made during each consecutive fiscal year thereafter. Any such reimbursement is also contingent upon review and approval by the Board of Trustees. The Board of Trustees may grant such approval by ratifying reimbursements after they are made. The Adviser is not entitled to reimbursement from the Fund for any amounts that the Fund previously reimbursed to the Adviser pursuant to this Paragraph 2letter agreement.

Excess Expenses. To determine In consideration of the Adviser’s liability for expenses in excess of agreement to limit the Percentage Expense LimitationFund’s Other Expenses as provided herein, the Fund agrees to carry forward the amount of allowable fiscal-year-to-date expenses shall be computed daily by prorating the Percentage Expense Limitation based on the number of days elapsed within the fiscal yearOther Expenses paid, absorbed, or limitation periodreimbursed by the Adviser, if shorter for a period not to exceed three years from the date on which such expense is incurred by the Adviser (the “Prorated Limitation”). The Prorated Limitation shall be compared to the Fund’s expenses recorded through the current day in order to produce the allowable expenses to be recorded for the current day (the “Allowable Excess Other Expenses”). If ) and to reimburse the Investment Management Fee and the Fund’s other expenses for the current day exceed the Allowable Expenses, the Investment Management Fee for the current day shall be reduced by such excess (“Unaccrued Fees”). In the event such excess exceeds Adviser in the amount due as the Investment Management Fee, the Adviser shall be responsible for the additional excess (“of such Excess Other Expenses Exceeding Limit”). At any time the operating expenses of the Fundas promptly as possible, which include offering costs and the previously waived organizational costson a monthly basis, are less than the expense limitation, the Adviser retains the right to seek reimbursement for any fees previously waived and/or expenses previously assumed but only to the extent that such reimbursement will does not cause the Fund’s annualized expenses Other Expenses for the fiscal year in which such month occurs to exceed either: (i) the Percentage current applicable Expense Limitation currently Limitation, or (ii) the expense limitation percentage that was in effect or in effect place at the time of reduction of the Investment Management Fee Other Expenses were paid, absorbed, or payment reimbursed by the Adviser. The For the avoidance of doubt, if, at the end of any fiscal year in which the Fund is not obligated to reimburse has reimbursed the Adviser for fees previously waived or expenses previously assumed any Excess Other Expenses, the Fund’s Other Expenses for such fiscal year exceed the applicable Expense Limitation, the Adviser shall promptly pay the Fund an amount equal to the lesser of (i) the amount by which the Fund’s Other Expenses for such fiscal year exceed the Expense Limitation and (ii) the amount of reimbursements for Excess Other Expenses paid by the Fund to the Adviser in such fiscal year. Any payment by the Adviser more than three years after the date of the fee waiver or expense reduction. Reimbursement to the Adviser from Fund pursuant to the foregoing sentence shall be subject to later reimbursement by the Fund of any fees waived or expenses reimbursed shall apply first to waivers or expense payments made during the earliest available period for the Fund, and thereafter apply in order of waivers or expense payments made during each consecutive fiscal year thereafteraccordance with this Section 4. Any such reimbursement is also contingent upon review and approval to be paid by the Board of Trustees. The Board of Trustees may grant such approval by ratifying reimbursements after they are made. The Adviser is not entitled to reimbursement from the Fund for any amounts that the Fund previously reimbursed to the Adviser pursuant to this Paragraph 2Section 4 following the termination of this Amended and Restated Letter Agreement shall be subject to the approval of the Fund’s board of trustees.

Excess Expenses. To determine Notwithstanding anything to the Adviser’s liability contrary in this Article 6, if any tenant's (including Tenant's) use or occupancy of its leased premises results in expenditures for expenses refuse removal, exterior lighting, or truck driveway repair and maintenance in excess of what would be typical for a tenant of a facility comparable to the Percentage Expense LimitationProject, then the amount portion of allowable fiscal-year-to-date expenses such costs in excess of typical levels of demand shall be computed daily by prorating the Percentage Expense Limitation excluded from Operating Costs. Tenant shall pay to Landlord its allocable share of such costs (based on the number Tenant's share of days elapsed within the fiscal year, or limitation period, if shorter (the “Prorated Limitation”). The Prorated Limitation shall be compared such excessive usage) directly to the Fund’s expenses recorded through the current day in order to produce the allowable expenses to be recorded for the current day (the “Allowable Expenses”). If the Investment Management Fee and the Fund’s other expenses for the current day exceed the Allowable Expenses, the Investment Management Fee for the current day shall be reduced by such excess (“Unaccrued Fees”)Landlord periodically upon request. In the event of a dispute with respect to whether Tenant's use results in excessive exterior lighting or truck driveway repair and maintenance, or over the portion of such excess exceeds the amount due as the Investment Management Feecosts to be allocated to Tenant, the Adviser a binding determination shall be responsible for the additional excess (“Other Expenses Exceeding Limit”). At any time the operating expenses of the Fund, which include offering costs and the previously waived organizational costs, are less than the expense limitation, the Adviser retains the right to seek reimbursement for any fees previously waived and/or expenses previously assumed to the extent that such reimbursement will not cause the Fund’s annualized expenses to exceed the Percentage Expense Limitation currently in effect or in effect at the time of reduction of the Investment Management Fee or payment made by the Adviserregularly employed electrical or paving contractor familiar with the Project. The Fund is not obligated If requested, Tenant shall make monthly payments on account of Tenant's obligations under this Section on an estimated basis, subject to reimburse annual reconciliation in the Adviser for fees previously waived or expenses previously assumed by same manner as Operating Costs. Landlord's obligations with respect to record keeping and Tenant's rights to review related records shall be the Adviser more than three years after the date same as those related to records of the fee waiver or expense reductionOperating Costs. Reimbursement to the Adviser from the Fund of any fees waived or expenses reimbursed shall apply first to waivers or expense payments made during the earliest available period for the FundTENANT SHALL ALSO BE RESPONSIBLE FOR THE COST OF ADDITIONS TO THE PROJECT'S ELECTRICAL OR HVAC CAPACITY WARRANTED BY TENANT'S INSTALLATION OF ELECTRIC DEVICES AND EQUIPMENT IN THE PREMISES WHICH INCREASE RECEPTACLE LOADS ABOVE 6.6 WATT▇ ▇▇▇ SQUARE FOOT. AT THE TIME LANDLORD DETERMINES THAT THE THRESHOLD OF 6.6 WATT▇ ▇▇▇ SQUARE FOOT HAS BEEN REACHED OR EXCEEDED, and thereafter apply in order of waivers or expense payments made during each consecutive fiscal year thereafterLANDLORD SHALL REVIEW TENANT'S EQUIPMENT AND USAGE WITH TENANT AND DETERMINE THE EXTENT TO WHICH ADDITIONAL CAPACITY MAY BE REQUIRED. Any such reimbursement is also contingent upon review and approval by the Board of Trustees. The Board of Trustees may grant such approval by ratifying reimbursements after they are made. The Adviser is not entitled to reimbursement from the Fund for any amounts that the Fund previously reimbursed to the Adviser pursuant to this Paragraph 2LANDLORD SHALL NOT INSTALL ADDITIONAL CAPACITY AT TENANT'S EXPENSE UNTIL AFTER PROVIDING TENANT WITH THE ESTIMATED COST THEREOF, AND ALLOWING TENANT TO REDUCE ITS CAPACITY UTILIZATION.

Excess Expenses. To determine In consideration of the Adviser’s liability and Sub-Adviser’s agreement as provided herein, the Fund agrees to reimburse the Adviser and the Sub-Adviser for waived Advisory Fees and paid expenses in excess with respect to any Class borne under this Expense Limitation and Reimbursement Agreement during any of the Percentage previous thirty-six months as promptly as possible, on a monthly basis, even if such reimbursement occurs after the termination of the Limitation Period, provided that the Specified Expenses in respect of the applicable Class of Shares have fallen to a level below the Expense Limitation, Cap and the reimbursement amount does not raise the level of allowable fiscal-year-to-date expenses Specified Expenses in respect of the applicable Class of Shares in the month the reimbursement is being made to a level that exceeds the Expense Cap. “Excess Expenses” in respect of the Fund’s Class A shares shall be computed daily deemed to include any “Specified Expenses” paid, absorbed or reimbursed by prorating the Percentage Expense Limitation based on the number Adviser in respect of days elapsed within the fiscal year, or limitation period, if shorter Ramius Archview Credit and Distressed Feeder Fund (the “Prorated LimitationFeeder Fund”). The Prorated Limitation shall , a feeder fund that invests all or substantially all its assets in the Fund and will be compared to liquidated upon the Fund’s expenses recorded through issuance of Class A shares, and not reimbursed by the current day in order Feeder Fund to produce the allowable expenses to be recorded for the current day (the “Allowable Expenses”). If the Investment Management Fee and the Fund’s other expenses for the current day exceed the Allowable Expenses, the Investment Management Fee for the current day shall be reduced by such excess (“Unaccrued Fees”). In the event such excess exceeds the amount due as the Investment Management Fee, the Adviser shall be responsible for the additional excess (“Other Expenses Exceeding Limit”). At any time the operating expenses of the Fund, which include offering costs and the previously waived organizational costs, are less than the expense limitation, the Adviser retains the right to seek reimbursement for any fees previously waived and/or expenses previously assumed to the extent that such reimbursement will not cause the Fund’s annualized expenses to exceed the Percentage Expense Limitation currently in effect or in effect at the time of reduction of the Investment Management Fee or payment by the Adviser. The benefit of any reimbursement of Specified Expenses paid by the Fund is not obligated to reimburse shall be allocated between the Adviser and Sub-Adviser in proportion to the percentage of Excess Expenses borne by them. For the avoidance of doubt, if, at the end of any fiscal year in which the Fund has reimbursed the Adviser and the Sub-Adviser for fees previously waived or expenses previously assumed any Excess Expenses in respect of the applicable Class of Shares, the Fund’s Specified Expenses for such fiscal year exceed the Expense Cap, the Adviser and the Sub-Adviser shall promptly pay the Fund an amount equal to the lesser of: (i) the amount by which the Fund’s Specified Expenses in respect of the applicable Class of Shares for such fiscal year exceed the Expense Cap; and (ii) the amount of reimbursements for Excess Expenses in respect of the applicable Class of Shares paid by the Fund to the Adviser and the Sub-Adviser in such fiscal year. Any payment by the Adviser more than three years after and the date of the fee waiver or expense reduction. Reimbursement Sub-Adviser to the Adviser from Fund pursuant to the foregoing sentence shall be subject to later reimbursement by the Fund of any fees waived or expenses reimbursed shall apply first to waivers or expense payments made during the earliest available period for the Fund, and thereafter apply in order of waivers or expense payments made during each consecutive fiscal year thereafter. Any such reimbursement is also contingent upon review and approval by the Board of Trusteesaccordance with this Section 4. The Board Adviser’s and the Sub-Adviser’s obligations under this Section 4 shall survive termination of Trustees may grant such approval by ratifying reimbursements after they are made. The Adviser is not entitled to reimbursement from the Fund for any amounts that the Fund previously reimbursed to the Adviser pursuant to this Paragraph 2letter agreement.

Excess Expenses. To determine In consideration of the Adviser’s liability for expenses in excess of agreement as provided herein, the Percentage Expense Limitation, Fund agrees to carry forward the amount of allowable fiscal-year-to-date any Expense Payment (“Excess Expenses”) for a period not to exceed three years from the end of the month in which such fees and expenses were waived, reimbursed or paid by the Adviser, and to reimburse the Adviser in the amount of such Excess Expenses (other than Excess Expenses attributable to Specified Expenses) as promptly as possible, on a monthly basis, even if such reimbursement occurs after the termination of the Limitation Period, provided that the Other Operating Expenses have fallen to a level below the Expense Cap and such reimbursement amount does not raise the level of waived fees, reimbursed expenses or directly paid expenses in the month the reimbursement is being made to a level that exceeds the Expense Cap applicable at that time. Subject to the limitations set forth in this Agreement, the Fund shall be computed daily by prorating obligated to reimburse or pay the Percentage Adviser for all or any portion of the Excess Expenses attributable to Specified Expenses upon receiving a written request from the Adviser for recoupment (which request may be for all or any portion of such Excess Expenses attributable to Specified Expenses), regardless of whether the Other Operating Expenses have fallen to a level below the Expense Limitation based on Cap. For the number avoidance of days elapsed within the fiscal year, or limitation perioddoubt, if shorter (at the “Prorated Limitation”). The Prorated Limitation shall be compared to end of any fiscal year in which the Fund’s expenses recorded through Fund has reimbursed the current day in order to produce the allowable expenses to be recorded Adviser for the current day (the “Allowable Expenses”). If the Investment Management Fee and the Fund’s other expenses for the current day exceed the Allowable any Excess Expenses, the Investment Management Fee Other Operating Expenses for such fiscal year exceed the current day shall be reduced by such excess (“Unaccrued Fees”). In the event such excess exceeds the amount due as the Investment Management FeeExpense Cap applicable at that time, the Adviser shall be responsible promptly pay the Fund an amount equal to the lesser of: (i) the amount by which the Other Operating Expenses for such fiscal year exceed the additional excess Expense Cap; and (“Other ii) the amount of reimbursements for Excess Expenses Exceeding Limit”). At any time (other than Excess Expenses attributable to Specified Expenses) paid by the operating expenses of the Fund, which include offering costs and the previously waived organizational costs, are less than the expense limitation, Fund to the Adviser retains the right to seek reimbursement for any fees previously waived and/or expenses previously assumed to the extent that in such reimbursement will not cause the Fund’s annualized expenses to exceed the Percentage Expense Limitation currently in effect or in effect at the time of reduction of the Investment Management Fee or fiscal year. Any payment by the AdviserAdviser to the Fund pursuant to the foregoing sentence shall be subject to later reimbursement by the Fund in accordance with this Section 6. The Fund is not obligated to reimburse the Adviser for fees previously waived or expenses previously assumed by the Adviser more than three years after the date Adviser’s obligations under this Section 6 shall survive termination of the fee waiver or expense reduction. Reimbursement to the Adviser from the Fund of any fees waived or expenses reimbursed shall apply first to waivers or expense payments made during the earliest available period for the Fund, and thereafter apply in order of waivers or expense payments made during each consecutive fiscal year thereafter. Any such reimbursement is also contingent upon review and approval by the Board of Trustees. The Board of Trustees may grant such approval by ratifying reimbursements after they are made. The Adviser is not entitled to reimbursement from the Fund for any amounts that the Fund previously reimbursed to the Adviser pursuant to this Paragraph 2Agreement.