Common use of Specified Expenses Clause in Contracts

Specified Expenses. Each Expense Cap applies only to each Class’s aggregate ordinary operating expenses (“Ordinary Expenses”) and excludes Specified Expenses. Specified Expenses not covered by this letter agreement include: (i) the management fee; (ii) all fees and expenses of Private Equity Assets and other investments in which the Fund invests (including the underlying fees of the Investment Funds and other investments (the Acquired Fund Fees and Expenses)); (iii) transactional costs, including legal costs and brokerage commissions, and sourcing and servicing or related fees incurred by the Fund in connection with the servicing by non-affiliated third parties of, and other related administrative services associated with, the acquisition and disposition of the Fund’s investments; (iv) interest payments incurred on borrowings by the Fund or its subsidiaries; (v) fees and expenses incurred in connection with any credit facility obtained by the Fund or any of its subsidiaries, including any expenses for acquiring ratings related to the credit facilities; (vi) distribution and shareholder servicing fees, as applicable; (vii) taxes; and (viii) extraordinary expenses resulting from events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for all annual and other meetings of shareholders.

Specified Expenses. Each Expense Cap applies only to each Class’s aggregate monthly ordinary operating expenses (“Ordinary Expenses”) and excludes Specified Expenses. Specified Expenses not covered by this letter agreement include: (i) the management fee; (ii) all fees and expenses of Private Equity Market Assets and other investments in which the Fund invests (including the underlying fees of the Investment Funds Private Market Assets and other investments (the Acquired Fund Fees and Expenses)investments); (iii) the incentive fee; (iv) transactional costs, including legal costs and brokerage commissions, and sourcing and servicing or related fees incurred by the Fund in connection associated with the servicing by non-affiliated third parties of, and other related administrative services associated with, the acquisition and disposition of the Fund’s Private Market Assets and other investments; (ivv) interest payments incurred on borrowings borrowing by the Fund or its subsidiariesFund; (vvi) fees and expenses incurred in connection with any a credit facility facility, if any, obtained by the Fund or any of its subsidiaries, including any expenses for acquiring ratings related to the credit facilitiesFund; (vivii) distribution and shareholder servicing fees, as applicable; (viiviii) taxes; and (viiiix) extraordinary expenses resulting from events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for all annual and other meetings of shareholdersShareholders.

Specified Expenses. Each The Expense Cap applies only to each Classthe Company’s aggregate ordinary operating expenses (“Ordinary monthly Other Operating Expenses”) and , which excludes Specified Expenses. “Specified Expenses not covered by this letter agreement Expenses” include: (i) the base management feefee under the Advisory Agreement; (ii) all fees and expenses charged by the non-affiliated investment managers of Private Equity Assets the Underlying Funds and other investments in which the Fund Company invests (including the underlying management fees, performance or incentive fees of the Investment Funds and other investments redemption or withdrawal fees, however titled or structured) (the “Acquired Fund Fees and Expenses)”); (iii) the incentive fee under the Advisory Agreement; (iv) transactional costs, including legal costs and brokerage commissions, and sourcing and servicing or related fees incurred by the Fund in connection associated with the servicing by non-affiliated third parties of, and other related administrative services associated with, the acquisition and disposition of the FundCompany’s investments; (ivv) interest payments incurred on borrowings by the Fund Company or its subsidiaries; (vvi) fees and expenses incurred in connection with any credit facility obtained by the Fund Company or any of its subsidiaries, including any expenses for acquiring ratings related to the credit facilities; (vivii) distribution and shareholder servicing fees, as applicable; (viiviii) taxes; and (viiiix) extraordinary expenses resulting from events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for all annual and other meetings of shareholdersMembers.

Specified Expenses. Each Expense Cap applies only to each Class’s aggregate ordinary operating expenses (“Ordinary Expenses”) and excludes Specified Expenses. Specified Expenses not covered by this letter agreement include: (i) the management fee; (ii) all fees and expenses of Private Equity Assets Credit and other investments in which the Fund invests (including the underlying fees of the Investment Funds and other investments (the Acquired Fund Fees and Expenses)); (iii) the Incentive Fee; (iv) transactional costs, including legal costs and brokerage commissions, and sourcing and servicing or related fees incurred by the Fund in connection with the servicing by non-affiliated third parties of, and other related administrative services associated with, with the acquisition and disposition of the Fund’s investments; (ivv) interest payments incurred on borrowings by the Fund or its subsidiaries; (vvi) fees and expenses incurred in connection with any credit facility obtained by the Fund or any of its subsidiaries, including any expenses for acquiring ratings related to the credit facilities; (vivii) distribution and shareholder servicing fees, as applicable; (viiviii) taxes; and (viiiix) extraordinary expenses resulting from events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for all annual and other meetings of shareholdersShareholders.

Specified Expenses. Each The Expense Cap applies only to each Classthe Fund’s aggregate ordinary operating expenses (“Ordinary monthly Other Operating Expenses”) and , which excludes Specified Expenses. “Specified Expenses not covered by this letter agreement Expenses” include: (i) the base management feefee under the Advisory Agreement; (ii) all fees and expenses of Private Equity Assets and other investments in which the Fund invests (including incentive fee under the underlying fees of the Investment Funds and other investments (the Acquired Fund Fees and Expenses))Advisory Agreement; (iii) transactional costs and expenses associated with the acquisition and disposition of the Fund’s investments (whether or not consummated), including due diligence costs, including legal costs and brokerage commissions, and sourcing and servicing or related fees incurred by the Fund in connection with the servicing by non-affiliated third parties of, and other related administrative services associated withprovided with respect to, the acquisition and disposition of the Fund’s investmentsinvestments (including expenses incurred by the fund in connection with the Services Agreement); (iv) interest payments incurred on borrowings by the Fund or its subsidiaries; (v) fees and expenses incurred in connection with any credit facility obtained by the Fund or any of its subsidiaries, including any expenses for acquiring ratings related to the credit facilities; (vi) distribution and shareholder servicing fees, as applicable; (vii) taxes; and (viii) extraordinary expenses resulting from events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for all annual and other meetings of shareholdersMembers.

Specified Expenses. Each Expense Cap applies only to each Class’s aggregate monthly ordinary operating expenses (“Ordinary Expenses”) and excludes Specified Expenses. Specified Expenses not covered by this letter agreement include: (i) the management fee; (ii) all fees and expenses of Private Equity Market Assets and other investments in which the Fund invests (including the underlying fees of the Investment Funds and other investments (the Acquired Fund Fees and Expenses)Private Market Assets); (iii) transactional costs, including legal costs and brokerage commissions, and sourcing and servicing or related fees incurred by the Fund in connection associated with the servicing by non-affiliated third parties of, and other related administrative services associated with, the acquisition and disposition of the Fund’s Private Market Assets and other investments; (iv) interest payments incurred on borrowings borrowing by the Fund or its subsidiariesFund; (v) fees and expenses incurred in connection with any a credit facility facility, if any, obtained by the Fund or any of its subsidiaries, including any expenses for acquiring ratings related to the credit facilitiesFund; (vi) distribution and shareholder servicing fees, as applicable; (vii) taxes; and (viii) extraordinary expenses resulting from events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for all annual and other meetings of shareholdersShareholders.

Specified Expenses. Each Expense Cap applies only to each Class’s aggregate ordinary operating expenses (“Ordinary Expenses”) and excludes Specified Expenses. Specified Expenses not covered by this letter agreement include: (i) the management fee; (ii) all fees and expenses of Private Equity Market Assets and other investments in which the Fund invests (including the underlying fees of the Investment Funds Private Market Assets and other investments (the Acquired Fund Fees and Expenses)investments); (iii) transactional costs, including legal costs and brokerage commissions, and sourcing and servicing or related fees incurred by the Fund in connection associated with the servicing by non-affiliated third parties of, and other related administrative services associated with, the acquisition and disposition of the Fund’s Private Market Assets and other investments; (iv) interest payments incurred on borrowings borrowing by the Fund or its subsidiariesFund; (v) fees and expenses incurred in connection with any a credit facility facility, if any, obtained by the Fund or any of its subsidiaries, including any expenses for acquiring ratings related to the credit facilitiesFund; (vi) distribution and shareholder servicing fees, as applicable; (vii) taxes; and (viii) extraordinary expenses resulting from events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for all annual and other meetings of shareholdersShareholders.