Common use of Operating Expense Cap Clause in Contracts

Operating Expense Cap. The Specified Expenses paid by the Fund will be capped at (u) 0.10% with respect to any Capital Account established prior to August 1, 2025 or (v) 0.25% with respect to any other Capital Account, of the Fund’s Net Asset Value per year. The Investment Manager (or one or more of its Affiliates) may elect to pay certain of the Operating Expenses on the Fund’s behalf (each such payment, an “Expense Advance”). Following any calendar month in which the Specified Expenses are below 0.25% of the Fund’s Net Asset Value at the end of such calendar month on an annualized basis, the Fund shall reimburse the Investment Manager (or the applicable Affiliates(s)), fully or partially, for the Expense Advance, but only if and to the extent that Specified Expenses plus any Reimbursement Payments do not exceed (w) 0.10% with respect to any Capital Account established prior to August 1, 2025 or (x) 0.25% with respect to any other Capital Account, of the Fund’s Net Asset Value at the end of such calendar month on an annualized basis, until such time as all Expense Advances made by the Investment Manager (or the applicable Affiliate(s)) to the Fund within (y) one year with respect to any Capital Account established prior to August 1, 2025 or (z) three years with respect to any other Capital Account, prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Fund in the prior sentence shall be referred to herein as a “Reimbursement Payment.” The General Partner may use any such methodology to calculate: (i) the cap on Specified Expenses, (ii) any Expense Advance and (iii) any Reimbursement Payment as the General Partner, in its sole discretion, deems necessary to give effect to this provision.

Operating Expense Cap. The Specified Expenses paid by the Fund will be capped at (u) 0.10% with respect to any Capital Account established prior to August 1, 2025 or (v) 0.25% with respect to any other Capital Account, of the Fund’s Net Asset Value per year. The Investment Manager (or one or more of its Affiliates) may elect to pay certain of the Operating Expenses on the Fund’s behalf (each such payment, an “Expense Advance”). Following any calendar month in which the Specified Expenses are below 0.25% of the Fund’s Net Asset Value at the end of such calendar month on an annualized basis, the Fund shall reimburse the Investment Manager (or the applicable Affiliates(s)), fully or partially, for the Expense Advance, but only if and to the extent that Specified Expenses plus any Reimbursement Payments do not exceed (w) 0.10% with respect to any Capital Account established prior to August 1, 2025 or (x) 0.25% with respect to any other Capital Account, of the Fund’s Net Asset Value at the end of such calendar month on an annualized basis, until such time as all Expense Advances made by the Investment Manager (or the applicable Affiliate(s)) to the Fund within (y) one year with respect to any Capital Account established prior to August 1, 2025 or (z) three years with respect to any other Capital Account, prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Fund in the prior sentence shall be referred to herein as a “Reimbursement Payment.” The General Partner may use any such methodology to calculate: (i) the cap on Specified Expenses, (ii) any - 45 - Expense Advance and (iii) any Reimbursement Payment as the General Partner, in its sole discretion, deems necessary to give effect to this provision.