Common use of The Fund Clause in Contracts

The Fund. The Fund will bear all other expenses to be incurred in its operation (including to the extent such operations are performed by the Sub-Adviser or its affiliates), including, but not limited to, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments (including, without limitation, security settlement costs); (iii) calculating the Fund’s net asset value (including the cost and expenses of any independent valuation firm, or agent or service provider of the Fund (including, without limitation, Fund administrators, custodians and pricing services)); (iv) interest payable on debt and dividends and distributions on preferred stock, as applicable, if any, incurred to finance the Fund’s investments; (v) custodian, registrar and transfer agent fees and fee and expenses of other service providers; (vi) all costs of registration and, if applicable, listing the Fund’s shares on any securities exchange; (vii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; fees and expenses of the Fund’s directors who are not “interested persons” of the Fund; (viii) the cost of office facilities, equipment and certain systems (including, but not limited to application licensing, development and maintenance, data licensing and reporting); (ix) the cost incurred to implement and monitor ISDA, Prime Brokerage and other agreements governing the Fund’s financing or borrowing facilities; (x) legal and audit expenses; (xi) fees and expenses related to the registration and qualification of the Fund and the Fund’s shares for distribution under state and federal securities laws; (xii) expenses of printing and mailing prospectuses, reports and notices and proxy material to shareholders of the Fund; (xiii) all other expenses incidental to holding meetings of the Fund’s shareholders, including proxy solicitations therefor; (xiv) insurance premiums for fidelity bond and other insurance coverage; (xv) investment management fees; (xvi) expenses of typesetting for printing prospectuses and statements of additional information and supplements to these documents; (xvii) expenses of printing and mailing prospectuses and supplements thereto; (xviii) expenses related to the engagement of any third-party professionals, consultants, experts or specialists hired to perform work in respect of the Fund; (xix) all other expenses incurred by the Fund in connection with administering the Fund’s business, including the Fund’s allocable portion of the cost of the Fund’s chief compliance officer, chief financial officer, chief legal officer and any other officers of the Fund, investor relations personnel, and their respective staffs; and (xx) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and legal obligations that the Fund may have to indemnify the Fund’s directors, officers and/or employees or agents with respect to these actions, suits or proceedings. It also is understood that if the Sub-Adviser or any of its affiliates provide accounting services to the Fund, the Fund will reimburse the Adviser and the Adviser will reimburse the Sub-Adviser and its affiliates for their costs in providing such accounting services to the Fund using a methodology for determining costs approved by the Board.

The Fund. The Fund and the Portfolios will bear all other expenses to be incurred in its operation their operations (including to the extent such operations are performed by the Sub-Adviser or its affiliates), including, but not limited to, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments (including, without limitation, security settlement costs); (iii) calculating the Funda Portfolio’s net asset value (including the cost and expenses of any independent valuation firm, or agent or service provider of the Fund (including, without limitation, Fund administrators, custodians and pricing services)); (iv) interest payable on debt and dividends and distributions on preferred stock, as applicable, if any, incurred to finance the FundPortfolio’s investments; (v) custodian, registrar and transfer agent fees and fee fees and expenses of other service providers; (vi) all costs of registration and, if applicable, listing the Fund’s shares on any securities exchange; (vii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; fees and expenses of the Fund’s directors who are not “interested persons” of the FundAdviser; (viiivii) the cost of office facilities, equipment and certain systems (including, but not limited to application licensing, development and maintenance, data licensing and reporting)facilities as described in Section 7(c) of this Agreement; (ix) the cost incurred to implement and monitor ISDA, Prime Brokerage and other agreements governing the Fund’s financing or borrowing facilities; (xviii) legal and audit expenses; (xiix) fees and expenses related to the registration and qualification of the Fund a Portfolio and the FundPortfolio’s shares for distribution under state and federal securities laws; (xiix) expenses of printing and mailing prospectuses, reports and notices and proxy material to shareholders of the FundPortfolios; (xiiixi) all other expenses incidental to holding meetings of the Fund’s Portfolios’ shareholders, including proxy solicitations therefor; (xivxii) insurance premiums for fidelity bond and other insurance coverage; (xvxiii) investment management fees; (xvixiv) the fees of any trade association of which the Fund is a member; (xv) expenses of typesetting for printing prospectuses and statements of additional information and supplements to these documents; (xvii) expenses of filing, printing and mailing prospectuses and supplements theretothereto to shareholders of the Portfolios; (xviiixvi) expenses related to the engagement of any third-party professionals, consultants, experts or specialists hired to perform work in respect of the FundFund or the Portfolios; (xixxvii) all other expenses incurred by the Fund or the Portfolios in connection with administering the Fund’s businessbusiness of the Fund or the Portfolios, including the Fundeach Portfolio’s allocable portion of the cost of the Fund’s chief compliance officerlegal, chief financial officercompliance, chief legal officer administrative and any other officers of the Fund, investor relations accounting personnel, and their respective staffs; and (xxxviii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and legal obligations that the Fund may have to indemnify the Fund’s directors, officers and/or employees or agents with respect to these actions, suits or proceedings. It also is understood that if the Sub-Adviser or any ; (xix) organizational expenses of its affiliates provide accounting services to the Fund, the Fund will reimburse the Adviser and the Adviser will reimburse Portfolios; and (xx) the Sub-Adviser costs, fees and its affiliates for their costs expenses otherwise stated in providing such accounting services this Agreement as applicable to the Fund using a methodology for determining costs approved by or the BoardPortfolios, including, without limitation, those set out in Section 7(c).

The Fund. The Fund will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (i) corporate, organizational and offering costs relating to be incurred offerings of the Fund's shares of beneficial interest ("Shares"); (ii) the cost of calculating the net asset value of Shares, including the cost of any third-party pricing or valuation services; (iii) the cost of effecting sales and repurchases of Shares and other securities; (iv) the Advisory Fee and Incentive Fee; (v) the Distribution and Servicing Fee (as defined in its operation the Registration Statement); (including vi) investment related expenses (e.g., expenses that, in the Investment Adviser's discretion, are related to the extent investment of the Fund's assets, whether or not such operations investments are performed by the Sub-Adviser or its affiliatesconsummated), including, as applicable, brokerage commissions, borrowing charges on securities sold short, clearing and settlement charges, recordkeeping, interest expense, dividends on securities sold but not limited toyet purchased, margin fees, investment related travel and lodging expenses and research-related expenses; (ivii) interest and taxes; (ii) brokerage commissions professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other costs in connection with the purchase experts; (viii) fees and expenses relating to software tools, programs or sale of securities other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and other investment instruments (including, without limitation, security settlement recovery services and custom development costs); ; (iiiix) calculating research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (x) all costs and charges for equipment or services used in communicating information regarding the Fund’s net asset value 's transactions among the Adviser and any custodian or other agent engaged by the Fund; (including the cost xi) transfer agent and custodial fees; (xii) fees and expenses associated with marketing efforts; (xiii) federal and any state registration or notification fees; (xiv) federal, state and local taxes; (xv) fees and expenses of any independent valuation firm, or agent or service provider of Trustees not also serving in an executive officer capacity for the Fund or the Adviser; (including, without limitation, Fund administrators, custodians and pricing services)); (ivxvi) interest payable on debt and dividends and distributions on preferred stock, as applicable, if any, incurred to finance the Fund’s investments; (v) custodian, registrar and transfer agent fees and fee and expenses of other service providers; (vi) all costs of registration andpreparing, if applicableprinting and mailing reports and other communications, listing the Fund’s shares on any securities exchange; including tender offer correspondence or similar materials, to shareholders; (viixvii) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums; (xviii) direct costs and expenses of administration, including such as printing, mailing, long distance telephonetelephone and staff; (xix) overhead costs, copyingincluding rent, secretarial office supplies, utilities and other staffcapital equipment; (xx) legal expenses (including those expenses associated with preparing the Fund's public filings, independent auditors attending and outside legal costs; preparing for Board meetings, as applicable, and generally serving as counsel to the Fund); (xxi) external accounting expenses (including fees and expenses of the Fund’s directors who are not “interested persons” of the Fund; (viii) the cost of office facilities, equipment and certain systems (including, but not limited to application licensing, development and maintenance, data licensing and reporting); (ix) the cost incurred to implement and monitor ISDA, Prime Brokerage and other agreements governing the Fund’s financing or borrowing facilities; (x) legal and audit expenses; (xi) fees disbursements and expenses related to the registration and qualification annual audit of the Fund and the Fund’s shares for distribution under state and federal securities laws; (xii) expenses of printing and mailing prospectuses, reports and notices and proxy material to shareholders preparation of the Fund; 's tax information); (xiiixxii) all other any costs and expenses incidental associated with or related to holding meetings of due diligence performed with respect to the Fund’s shareholders's offering of its Shares, including proxy solicitations therefor; (xiv) insurance premiums for fidelity bond and other insurance coverage; (xv) investment management fees; (xvi) expenses of typesetting for printing prospectuses and statements of additional information and supplements but not limited to these documents; (xvii) expenses of printing and mailing prospectuses and supplements thereto; (xviii) expenses costs associated with or related to due diligence activities performed by, on behalf of, or for the engagement benefit of any broker-dealers, registered investment advisers, and third-party professionalsdue diligence providers; (xxiii) costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, consultants, experts or specialists hired to perform work in respect including compliance with The S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of the Fund; 2002; (xixxxiv) all other expenses incurred by the Fund in connection with administering the Fund’s 's business (including the reimbursements contemplated by the last paragraph of this Section 4); and (xxv) any expenses incurred outside of the ordinary course of business, including including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the Fund’s allocable portion 's organizational documents. It also is understood and agreed that if persons associated with the Adviser or any of the cost of the Fund’s chief compliance officerits affiliates, chief financial officer, chief legal officer and any other including persons who are officers of the Fund, investor relations personnelprovide accounting, and their respective staffs; and (xx) such non-recurring legal, clerical, compliance or extraordinary expenses as may arise, including those relating administrative services to actions, suits or proceedings to which the Fund is a party and legal obligations that at the Fund may have to indemnify the Fund’s directors, officers and/or employees or agents with respect to these actions, suits or proceedings. It also is understood that if the Sub-Adviser or any request of its affiliates provide accounting services to the Fund, the Fund will reimburse the Adviser and the Adviser will reimburse the Sub-Adviser and its affiliates for their costs in providing such accounting accounting, legal, clerical, compliance or administrative services to the Fund (which costs may include an allocation of overhead including rent and the allocable portion of the salaries and benefits of the relevant persons and their respective staffs, including travel expenses), using a methodology for determining costs approved by the Board. Nothing contained herein shall be construed to restrict the Fund's right to hire its own employees or to contract for services to be performed by third parties.

The Fund. The Fund will bear all other expenses to be incurred in its operation (including to the extent such operations are performed by the Sub-Adviser or its affiliates), including, but not limited to, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments (including, without limitation, security settlement costs); (iii) calculating the Fund’s net asset value (including the cost and expenses of any independent valuation firm, or agent or service provider of the Fund (including, without limitation, Fund administrators, custodians and pricing services)); (iv) interest payable on debt and dividends and distributions on preferred stock, as applicable, if any, incurred to finance the Fund’s investments; (v) custodian, registrar and transfer agent fees and fee and expenses of other service providers; (vi) all costs of registration and, if applicable, and listing the Fund’s shares on any securities exchange; (vii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; fees and expenses of the Fund’s directors who are not “interested persons” of the Fund; (viii) the cost of office facilities, equipment and certain systems (including, but not limited to application licensing, development and maintenance, data licensing and reporting); (ix) the cost incurred to implement and monitor ISDA, Prime Brokerage and other agreements governing the Fund’s financing or borrowing facilities; (x) legal and audit expenses; (xi) fees and expenses related to the registration and qualification of the Fund and the Fund’s shares for distribution under state and federal securities laws; (xii) expenses of printing and mailing prospectuses, reports and notices and proxy material to shareholders of the Fund; (xiii) all other expenses incidental to holding meetings of the Fund’s shareholders, including proxy solicitations therefor; (xiv) insurance premiums for fidelity bond and other insurance coverage; (xv) investment management fees; (xvi) expenses of typesetting for printing prospectuses and statements of additional information and supplements to these documents; (xvii) expenses of printing and mailing prospectuses and supplements thereto; (xviii) expenses related to the engagement of any third-party professionals, consultants, experts or specialists hired to perform work in respect of the Fund; (xix) all other expenses incurred by the Fund in connection with administering the Fund’s business, including the Fund’s allocable portion of the cost of the Fund’s chief compliance officer, chief financial officer, chief legal officer and any other officers of the Fundofficer, investor relations personnel, personnel and their respective staffs; and (xx) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and legal obligations that the Fund may have to indemnify the Fund’s directors, officers and/or employees or agents with respect to these actions, suits or proceedings. It also is understood that if the Sub-Adviser or any of its affiliates provide accounting services to the Fund, the Fund will reimburse the Adviser and the Adviser will reimburse the Sub-Adviser and its affiliates for their costs in providing such accounting services to the Fund using a methodology for determining costs approved by the Board.

The Fund. The Fund will bear all other expenses to be incurred in its operation (including to the extent such operations are performed by the Sub-Adviser or its affiliates)operation, including, but not limited to, : (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments (including, without limitation, security settlement costs)instruments; (iii) calculating the Fund’s net asset value (including the cost portfolio transaction-related fees and expenses of any independent valuation firm, or agent or service provider of the Fund (including, without limitation, Fund administrators, custodians and pricing services))expenses; (iv) interest payable on debt and dividends and distributions on preferred stock, as applicable, if any, incurred to finance the Fund’s investments; (v) custodian, registrar and transfer agent fees and fee and expenses of other service providers; (vi) all costs of registration and, if applicable, listing the Fund’s shares on any securities exchange; (vii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; fees and expenses of the Fund’s directors 's trustees who are not “"interested persons” " of the Fund, including reimbursement for all of their out-of-pocket expenses related to attendance at Board of Trustees or committee meetings; (viii) the cost of office facilities, equipment and certain systems (including, but not limited to application licensing, development and maintenance, data licensing and reporting); (ix) the cost incurred to implement and monitor ISDA, Prime Brokerage and other agreements governing the Fund’s financing or borrowing facilities; (xv) legal and audit expenses; (xivi) custodian, administrative, fund accounting, registrar, transfer agent and dividend disbursing agent fees and expenses; (vii) fees and expenses related to the registration and qualification of the Fund and the Fund’s 's shares for distribution under state and federal securities laws; (xiiviii) expenses of printing and mailing prospectuses, reports and notices and proxy material to shareholders of the Fund; (xiiiix) all other expenses incidental to holding meetings of the Fund’s 's shareholders, including proxy solicitations thereforin connection with such meetings; (xivx) insurance premiums for fidelity bond bond, directors and officers/errors and omissions insurance policies, and other insurance coverage; (xvxi) investment management fees; (xvixii) expenses of typesetting for printing prospectuses private placement memorandum and statements of additional information and any supplements to these documentsthereto; (xviixiii) expenses of printing and mailing prospectuses private placement memorandums and any supplements thereto; (xviiixiv) compensation related to services of the Fund's CCO; (xv) all costs and expenses associated with periodic tender offers; (xvi) expenses incurred or undertaken on behalf of the Fund by the Investment Manager or any affiliates and approved by the Board of Trustees as being reasonably related to the engagement of any third-party professionalsorganization, consultants, experts or specialists hired to perform work in respect offering and capitalization of the Fund; (xix) all other expenses incurred by the Fund in connection with administering the Fund’s business, including the Fund’s allocable portion of the cost of the Fund’s chief compliance officer, chief financial officer, chief legal officer and any other officers of the Fund, investor relations personnel, and their respective staffs; and (xxxvii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and legal obligations that pursuant to which the Fund may have to indemnify the Fund’s directors's trustees, officers officers, employees and/or employees or agents with respect to these actions, suits or proceedings. It also is understood that if If the Sub-Adviser Investment Manager or any of its affiliates provide affiliates, in accordance with Section 7, provides accounting services to the Fund, the Fund will reimburse the Adviser and the Adviser will reimburse the Sub-Adviser Investment Manager and its affiliates for their costs in providing such accounting services to the Fund using a methodology for determining costs approved by the BoardBoard of Trustees.

The Fund. The Fund will bear all other expenses to be incurred in its operation (including to the extent such operations are performed by the Sub-Adviser or its affiliates), including, but not limited to, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments (including, without limitation, security settlement costs); (iii) calculating the Fund’s net asset value (including the cost and expenses of any independent valuation firm, or agent or service provider of the Fund (including, without limitation, Fund administrators, custodians and pricing services)); (iv) interest payable on debt and dividends and distributions on preferred stockshares, as applicable, if any, incurred to finance the Fund’s investments; (v) custodian, registrar and transfer agent fees and fee and expenses of other service providers; (vi) all costs of registration and, if applicable, and listing the Fund’s shares on any securities exchange; (vii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; fees and expenses of the Fund’s directors who are not “interested persons” of the Fund; (viii) the cost of office facilities, equipment and certain systems (including, but not limited to application licensing, development and maintenance, data licensing and reporting); (ix) the cost incurred to implement and monitor ISDA, Prime Brokerage and other agreements governing the Fund’s financing or borrowing facilities; (x) legal and audit expenses; (xi) fees and expenses related to the registration and qualification of the Fund and the Fund’s shares for distribution under state and federal securities laws; (xii) expenses of printing and mailing prospectuses, reports and notices and proxy material to shareholders of the Fund; (xiii) all other expenses incidental to holding meetings of the Fund’s shareholders, including proxy solicitations therefor; (xiv) insurance premiums for fidelity bond and other insurance coverage; (xv) investment management fees; (xvi) expenses of typesetting for printing prospectuses and statements of additional information and supplements to these documents; (xvii) expenses of printing and mailing prospectuses and supplements thereto; (xviii) expenses related to the engagement of any third-party professionals, consultants, experts or specialists hired to perform work in respect of the Fund; (xix) all other expenses incurred by the Fund in connection with administering the Fund’s business, including the Fund’s allocable portion of the cost of the Fund’s chief compliance officer, chief financial officer, chief legal officer and any other officers of the Fundofficer, investor relations personnel, personnel and their respective staffs; and (xx) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and legal obligations that the Fund may have to indemnify the Fund’s directors, officers and/or employees or agents with respect to these actions, suits or proceedings. It also is understood that if the Sub-Adviser or any of its affiliates provide accounting services to the Fund, the Fund will reimburse the Adviser and the Adviser will reimburse the Sub-Adviser and its affiliates for their costs in providing such accounting services to the Fund using a methodology for determining costs approved by the Board.

The Fund. The Fund will bear all other costs, fees and expenses to be incurred in of its operation (operations and transactions, including to the extent such operations are performed by the Sub-Adviser or its affiliates), including, but not limited those relating to, : (i) interest and taxes; organization; (ii) brokerage commissions and other costs in connection with the purchase or sale calculation of securities and other investment instruments (including, without limitation, security settlement costs); (iii) calculating the Fund’s net asset value (including the cost and expenses of any independent valuation firm, or agent or service provider of other provider); (iii) expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Fund (including, without limitation, Fund administrators, custodians and pricing services)); in monitoring the Fund’s investments; (iv) interest payable on debt indebtedness and dividends and distributions on preferred stockshares, as applicable, if any, incurred to finance the Fund’s investments; ; (v) offerings of the Fund’s common shares and other securities (including, all fees, costs and expenses related thereto); (vi) investment advisory and management fees; (vii) fees payable to third parties, including agents, legal counsel (including any committee formed in accordance with Federal Rule of Bankruptcy Procedure 2019 or unsecured committee counsel), consultants or other advisors, relating to, or associated with, evaluating and making investments; (viii) administrator, transfer agent, custodian, registrar investor support services and transfer agent fees investor relation fees; (ix) federal and fee and expenses of other service providers; state registration fees; (vix) all costs of registration and, if applicable, and listing the Fund’s shares on any securities exchange; ; (viixi) federal, state and local taxes; (xii) independent directors’ fees and expenses; (xiii) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (xiv) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (xv) insurance premiums for fidelity bond and other insurance coverage, including the Fund’s allocable portion of the fidelity bond, directors and officers errors and omissions liability insurance, and any other insurance premium; (xvi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; ; (xvii) brokerage commissions, assignment fees and expenses other costs in connection with the purchase, holding or sale of the Fund’s directors who are not “interested persons” of the Fund; securities and other investment instruments (viiiincluding security settlement costs); (xviii) the cost of office facilities, equipment and certain systems (including, but not limited to application licensing, development and maintenance, data licensing and reporting); (ix) the cost costs incurred to implement and monitor ISDA, Prime Brokerage and other agreements governing the Fund’s financing or borrowing facilities; (x) legal facilities and audit costs associated with issuances of preferred shares and ongoing related expenses; (xi) fees and expenses related to the registration and qualification of the Fund and the Fund’s shares for distribution under state and federal securities laws; (xii) expenses of printing and mailing prospectuses, reports and notices and proxy material to shareholders of the Fund; (xiii) all other expenses incidental to holding meetings of the Fund’s shareholders, including proxy solicitations therefor; (xiv) insurance premiums for fidelity bond and other insurance coverage; (xv) investment management fees; (xvi) expenses of typesetting for printing prospectuses and statements of additional information and supplements to these documents; (xvii) expenses of printing and mailing prospectuses and supplements thereto; (xviii) expenses related to the engagement of any third-party professionals, consultants, experts or specialists hired to perform work in respect of the Fund; ; (xix) all other expenses incurred by the Fund in connection with administering the Fund’s businesssuch unusual, including the Fund’s allocable portion of the cost of the Fund’s chief compliance officer, chief financial officer, chief legal officer and any other officers of the Fund, investor relations personnel, and their respective staffs; and (xx) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and legal obligations that the Fund may have to indemnify the Fund’s directors, officers and/or employees or agents with respect to these actions, suits or proceedings; (xx) all other expenses incidental to holding meetings of the Fund’s shareholders, including proxy solicitations therefor; and (xxi) all other expenses incurred by the Fund in connection with administering the Fund’s business (including the reimbursements contemplated by the last paragraph of this Section 5). It Notwithstanding anything herein to the contrary, it also is understood and agreed that if persons associated with the Sub-Adviser or any of its affiliates affiliates, including persons who are officers of the Fund, provide accounting accounting, legal, compliance, clerical or administrative services to the Fund at the request of the Fund, the Fund will reimburse the Adviser and the Adviser will reimburse the Sub-Adviser and its affiliates for their costs in providing such accounting accounting, legal, compliance, clerical or administrative services to the Fund (which costs may include an allocation of overhead including rent and the allocable portion of the salaries and benefits of the relevant persons and their respective staffs, including travel expenses), using a methodology for determining costs approved by the Board. Nothing contained herein shall be construed to restrict the Fund’s right to hire its own employees or to contract for services to be performed by third parties.

The Fund. The Fund will bear all other expenses to be incurred in its operation (including to the extent such operations are performed by the Sub-Adviser or its affiliates), including, but not limited to, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments (including, without limitation, security settlement costs); (iii) calculating the Fund’s net asset value (including the cost and expenses of any independent valuation firm, or agent or service provider of the Fund (including, without limitation, Fund administrators, custodians and pricing services)); (iv) interest payable on debt and dividends and distributions on preferred stock, as applicable, if any, incurred to finance the Fund’s investments; (v) custodian, registrar and transfer agent fees and fee and expenses of other service providers; (vi) all costs of registration and, if applicable, and listing the Fund’s shares on any securities exchange; (vii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; fees and expenses of the Fund’s directors who are not “interested persons” of the Fund; (viii) the cost of office facilities, equipment and certain systems (including, but not limited to application licensing, development and maintenance, data licensing and reporting); (ix) the cost incurred to implement and monitor ISDA, Prime Brokerage and other agreements governing the Fund’s financing or borrowing facilities; (x) legal and audit expenses; (xi) fees and expenses related to the registration and qualification of the Fund and the Fund’s shares for distribution under state and federal securities laws; (xii) expenses of printing and mailing prospectuses, reports and notices and proxy material to shareholders of the Fund; (xiii) all other expenses incidental to holding meetings of the Fund’s shareholders, including proxy solicitations therefor; (xiv) insurance premiums for fidelity bond and other insurance coverage; (xv) investment management fees; (xvi) expenses of typesetting for printing prospectuses and statements of additional information and supplements to these documents; (xvii) expenses of printing and mailing prospectuses and supplements thereto; (xviii) expenses related to the engagement of any third-party professionals, consultants, experts or specialists hired to perform work in respect of the Fund; (xix) all other expenses incurred by the Fund in connection with administering the Fund’s business, including the Fund’s allocable portion of the cost of the Fund’s chief compliance officer, chief financial officer, chief legal officer and any other officers of the Fund, investor relations personnel, and their respective staffs; and (xx) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and legal obligations that the Fund may have to indemnify the Fund’s directors, officers and/or employees or agents with respect to these actions, suits or proceedings. It also is understood that if the Sub-Adviser or any of its affiliates provide accounting services to the Fund, the Fund will reimburse the Adviser and the Adviser will reimburse the Sub-Adviser and its affiliates for their costs in providing such accounting services to the Fund using a methodology for determining costs approved by the Board.

The Fund. The Fund will bear assumes and shall pay or shall arrange to pay all other expenses to be incurred in its operation (of the Fund, including to the extent such operations are performed by the Sub-Adviser or its affiliates), including, but not limited to, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or and sale of securities and other investment instruments (including, without limitation, security settlement costs)portfolio investments; (iii) calculating the Fund’s net asset value (including the cost and expenses compensation of any independent valuation firm, or agent or service provider its Directors other than those who are affiliated persons of the Fund (including, without limitation, Fund administrators, custodians and pricing services))Adviser or the Administrator; (iv) interest payable on debt fees of outside counsel to and dividends and distributions on preferred stock, as applicable, if any, incurred to finance of independent accountants of the Fund’s investmentsFund selected by the Board of Directors; (v) custodian, registrar and transfer agent fees and fee and expenses of other service providersexpenses; (vi) all costs expenses related to the repurchase or redemption of registration and, if applicable, listing the Fund’s 's shares on any securities exchangeincluding expenses related to a program of periodic repurchases or redemptions; (vii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; fees and expenses related to the issuance of the Fund’s directors who are not “interested persons” 's shares against payment therefor by or on behalf of the Fundsubscribers thereto; (viii) the cost fees and related expenses of office facilities, equipment registering and certain systems (including, but not limited to application licensing, development and maintenance, data licensing and reporting); (ix) the cost incurred to implement and monitor ISDA, Prime Brokerage and other agreements governing qualifying the Fund’s financing or borrowing facilities; (x) legal , and audit expenses; (xi) fees and expenses related to the registration and qualification of the Fund and the Fund’s its shares for distribution under state and federal securities laws; (xiiix) expenses of printing and mailing of registration statements, prospectuses, reports and reports, notices and proxy material to shareholders solicitation materials of the Fund; (xiiix) all other expenses incidental to holding meetings of the Fund’s shareholders, shareholders of the Fund including proxy solicitations therefor; (xivxi) expenses for servicing shareholder accounts; (xii) insurance premiums for fidelity bond coverage and other insurance coverageerrors and omissions insurance; (xvxiii) investment management fees; (xvi) expenses dues for membership of typesetting for printing prospectuses and statements of additional information and supplements to these documents; (xvii) expenses of printing and mailing prospectuses and supplements thereto; (xviii) expenses related to the engagement of any third-party professionals, consultants, experts or specialists hired to perform work in respect of the Fund; (xix) all other expenses incurred by the Fund in connection with administering trade associations approved by the Fund’s business, including the Fund’s allocable portion Board of Directors; (xiv)expenses of the cost Administrator's directors, officers and employees to attend meetings of the Fund’s chief compliance officer, chief financial officer, chief legal officer and any other officers Company's Board of Directors or committees of or advisers to the Fund, investor relations personnel, and their respective staffsBoard; and (xxxv) such non-recurring or extraordinary expenses as may arise, including those relating to associated with actions, suits or proceedings arising out of the activities of the Fund to which the Fund is a party and the legal obligations that obligation which the Fund may have to indemnify the Fund’s directors, officers and/or employees or agents and Directors with respect to these actions, suits or proceedingsthereto. It also is understood To the extent that if the Sub-Adviser or any of its affiliates provide accounting services the foregoing expenses are allocated, such allocations shall be made pursuant to the Fund, the Fund will reimburse the Adviser and the Adviser will reimburse the Sub-Adviser and its affiliates for their costs in providing such accounting services to the Fund using a methodology for determining costs methods approved by the BoardBoard of Directors.

The Fund. The Fund will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (i) corporate, organizational and offering costs relating to be incurred offerings of the Fund’s shares of beneficial interest (“Shares”); (ii) the cost of calculating the net asset value of Shares, including the cost of any third-party pricing or valuation services; (iii) the cost of effecting sales and repurchases of Shares and other securities; (iv) the Advisory Fee and Incentive Fee; (v) the Distribution and Servicing Fee (as defined in its operation the Registration Statement); (including vi) investment related expenses (e.g., expenses that, in the Investment Adviser’s discretion, are related to the extent investment of the Fund’s assets, whether or not such operations investments are performed by the Sub-Adviser or its affiliatesconsummated), including, as applicable, brokerage commissions, borrowing charges on securities sold short, clearing and settlement charges, recordkeeping, interest expense, dividends on securities sold but not limited toyet purchased, margin fees, investment related travel and lodging expenses and research-related expenses; (ivii) interest and taxes; (ii) brokerage commissions professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other costs in connection with the purchase experts; (viii) fees and expenses relating to software tools, programs or sale of securities other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and other investment instruments (including, without limitation, security settlement recovery services and custom development costs); ; (iiiix) calculating research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (x) all costs and charges for equipment or services used in communicating information regarding the Fund’s net asset value transactions among the Adviser and any custodian or other agent engaged by the Fund; (including the cost xi) transfer agent and custodial fees; (xii) fees and expenses associated with marketing efforts; (xiii) federal and any state registration or notification fees; (xiv) federal, state and local taxes; (xv) fees and expenses of any independent valuation firm, or agent or service provider of Trustees not also serving in an executive officer capacity for the Fund or the Adviser; (including, without limitation, Fund administrators, custodians and pricing services)); (ivxvi) interest payable on debt and dividends and distributions on preferred stock, as applicable, if any, incurred to finance the Fund’s investments; (v) custodian, registrar and transfer agent fees and fee and expenses of other service providers; (vi) all costs of registration andpreparing, if applicableprinting and mailing reports and other communications, listing the Fund’s shares on any securities exchange; including tender offer correspondence or similar materials, to shareholders; (viixvii) fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums; (xviii) direct costs and expenses of administration, including such as printing, mailing, long distance telephonetelephone and staff; (xix) overhead costs, copyingincluding rent, secretarial office supplies, utilities and other staff, independent auditors and outside capital equipment; (xx) legal costs; fees and expenses of (including those expenses associated with preparing the Fund’s directors who are not “interested persons” of public filings, attending and preparing for Board meetings, as applicable, and generally serving as counsel to the Fund; ); (viiixxi) the cost of office facilities, equipment external accounting expenses (including fees and certain systems (including, but not limited to application licensing, development and maintenance, data licensing and reporting); (ix) the cost incurred to implement and monitor ISDA, Prime Brokerage and other agreements governing the Fund’s financing or borrowing facilities; (x) legal and audit expenses; (xi) fees disbursements and expenses related to the registration and qualification annual audit of the Fund and the Fund’s shares for distribution under state and federal securities laws; (xii) expenses of printing and mailing prospectuses, reports and notices and proxy material to shareholders of the Fund; (xiii) all other expenses incidental to holding meetings preparation of the Fund’s shareholderstax information); (xxii) any costs and expenses associated with or related to due diligence performed with respect to the Fund’s offering of its Shares, including proxy solicitations therefor; (xiv) insurance premiums for fidelity bond and other insurance coverage; (xv) investment management fees; (xvi) expenses of typesetting for printing prospectuses and statements of additional information and supplements but not limited to these documents; (xvii) expenses of printing and mailing prospectuses and supplements thereto; (xviii) expenses costs associated with or related to due diligence activities performed by, on behalf of, or for the engagement benefit of any broker-dealers, registered investment advisers, and third-party professionalsdue diligence providers; (xxiii) costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, consultants, experts or specialists hired to perform work in respect including compliance with The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of the Fund; 2002; (xixxxiv) all other expenses incurred by the Fund in connection with administering the Fund’s business (including the reimbursements contemplated by the last paragraph of this Section 4); and (xxv) any expenses incurred outside of the ordinary course of business, including including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the Fund’s allocable portion organizational documents. It also is understood and agreed that if persons associated with the Adviser or any of the cost of the Fund’s chief compliance officerits affiliates, chief financial officer, chief legal officer and any other including persons who are officers of the Fund, investor relations personnelprovide accounting, and their respective staffs; and (xx) such non-recurring legal, clerical, compliance or extraordinary expenses as may arise, including those relating administrative services to actions, suits or proceedings to which the Fund is a party and legal obligations that at the Fund may have to indemnify the Fund’s directors, officers and/or employees or agents with respect to these actions, suits or proceedings. It also is understood that if the Sub-Adviser or any request of its affiliates provide accounting services to the Fund, the Fund will reimburse the Adviser and the Adviser will reimburse the Sub-Adviser and its affiliates for their costs in providing such accounting accounting, legal, clerical, compliance or administrative services to the Fund (which costs may include an allocation of overhead including rent and the allocable portion of the salaries and benefits of the relevant persons and their respective staffs, including travel expenses), using a methodology for determining costs approved by the Board. Nothing contained herein shall be construed to restrict the Fund’s right to hire its own employees or to contract for services to be performed by third parties.

The Fund. The Fund will bear assumes and shall pay or shall arrange to pay all other expenses to be incurred in its operation (of the Fund, including to the extent such operations are performed by the Sub-Adviser or its affiliates), including, but not limited to, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or and sale of securities and other investment instruments (including, without limitation, security settlement costs)portfolio investments; (iii) calculating the Fund’s net asset value (including the cost and expenses compensation of any independent valuation firm, or agent or service provider its trustees other than those who are affiliated persons of the Fund (including, without limitation, Fund administrators, custodians and pricing services))Adviser or the Administrator; (iv) interest payable on debt fees of outside counsel to and dividends and distributions on preferred stock, as applicable, if any, incurred to finance of independent accountants of the Fund’s investmentsFund selected by the Board of Trustees; (v) custodian, registrar and transfer agent fees and fee and expenses of other service providersexpenses; (vi) all costs expenses related to the repurchase or redemption of registration and, if applicable, listing the Fund’s shares on any securities exchangeincluding expenses related to a program of periodic repurchases or redemptions; (vii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; fees and expenses related to the issuance of the Fund’s directors who are not “interested persons” shares against payment therefor by or on behalf of the Fundsubscribers thereto; (viii) the cost of office facilities, equipment and certain systems (including, but not limited to application licensing, development and maintenance, data licensing and reporting); (ix) the cost incurred to implement and monitor ISDA, Prime Brokerage and other agreements governing the Fund’s financing or borrowing facilities; (x) legal and audit expenses; (xi) fees and related expenses related to the registration of registering and qualification of qualifying the Fund and the Fund’s its shares for distribution under state and federal securities laws; (xiiix) expenses of printing and mailing of registration statements, prospectuses, reports and reports, notices and proxy material to shareholders solicitation materials of the Fund; (xiiix) all other expenses incidental to holding meetings of the Fund’s shareholders, shareholders of the Fund including proxy solicitations therefor; (xivxi) expenses for servicing shareholder accounts; (xii) insurance premiums for fidelity bond coverage and other insurance coverageerrors and omissions insurance; (xvxiii) investment management fees; (xvi) expenses dues for membership of typesetting for printing prospectuses and statements of additional information and supplements to these documents; (xvii) expenses of printing and mailing prospectuses and supplements thereto; (xviii) expenses related to the engagement of any third-party professionals, consultants, experts or specialists hired to perform work in respect of the Fund; (xix) all other expenses incurred by the Fund in connection with administering trade associations approved by the Fund’s business, including the Fund’s allocable portion Board of the cost of the Fund’s chief compliance officer, chief financial officer, chief legal officer and any other officers of the Fund, investor relations personnel, and their respective staffsTrustees; and (xxxiv) such non-recurring or extraordinary expenses as may arise, including those relating to associated with actions, suits or proceedings arising out of the activities of the Fund to which the Fund is a party and the legal obligations that obligation which the Fund may have to indemnify the Fund’s directors, officers and/or employees or agents and trustees with respect to these actions, suits or proceedingsthereto. It also is understood To the extent that if any of the Sub-Adviser foregoing expenses are allocated among the Fund or any of its affiliates provide accounting services other party, such allocations shall be made pursuant to the Fund, the Fund will reimburse the Adviser and the Adviser will reimburse the Sub-Adviser and its affiliates for their costs in providing such accounting services to the Fund using a methodology for determining costs methods approved by the BoardBoard of Trustees.

The Fund. The Fund will bear and the Series assume and shall pay or shall arrange to pay all other expenses to be incurred in its operation (of the Fund and the Series, including to the extent such operations are performed by the Sub-Adviser or its affiliates), including, but not limited to, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or and sale of securities and other investment instruments (including, without limitation, security settlement costs)portfolio investments; (iii) calculating the Fund’s net asset value (including the cost and expenses compensation of any independent valuation firm, or agent or service provider its directors other than those who are affiliated persons of the Fund (including, without limitation, Fund administrators, custodians and pricing services))Adviser or the Administrator; (iv) interest payable on debt fees of outside counsel to and dividends and distributions on preferred stock, as applicable, if any, incurred to finance of independent accountants of Series selected by the Fund’s investmentsBoard of Directors; (v) custodian, registrar and transfer agent fees and fee and expenses of other service providersexpenses; (vi) all costs expenses related to the repurchase or redemption of registration and, if applicable, listing the Fund’s Series' shares on any securities exchangeincluding expenses related to a program of periodic repurchases or redemptions; (vii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; fees and expenses related to the issuance of the Fund’s directors who are not “interested persons” Series' shares against payment therefor by or on behalf of the Fundsubscribers thereto; (viii) the cost of office facilities, equipment and certain systems (including, but not limited to application licensing, development and maintenance, data licensing and reporting); (ix) the cost incurred to implement and monitor ISDA, Prime Brokerage and other agreements governing the Fund’s financing or borrowing facilities; (x) legal and audit expenses; (xi) fees and related expenses related to of registering and qualifying the registration Series and qualification of the Fund and the Fund’s their shares for distribution under state and federal securities laws; (xiiix) expenses of printing and mailing of registration statements, prospectuses, reports and reports, notices and proxy material to shareholders solicitation materials of the FundSeries; (xiiix) all other expenses incidental to holding meetings of the Fund’s shareholders, shareholders of the Series including proxy solicitations therefor; (xivxi) expenses for servicing shareholder accounts; (xii) insurance premiums for fidelity bond coverage and other insurance coverageerrors and omissions insurance; (xvxiii) investment management fees; (xvi) expenses of typesetting dues for printing prospectuses and statements of additional information and supplements to these documents; (xvii) expenses of printing and mailing prospectuses and supplements thereto; (xviii) expenses related to the engagement of any third-party professionals, consultants, experts or specialists hired to perform work in respect membership of the Fund; (xix) all other expenses incurred Series in trade associations approved by the Fund in connection with administering the Fund’s business, including the Fund’s allocable portion Board of the cost of the Fund’s chief compliance officer, chief financial officer, chief legal officer and any other officers of the Fund, investor relations personnel, and their respective staffsDirectors; and (xxxiv) such non-recurring or extraordinary expenses as may arise, including those relating to associated with actions, suits or proceedings arising out of the activities of the Fund or the Series to which the Fund is or the Series are a party and the legal obligations that obligation which the Fund or the Series may have to indemnify the Fund’s directors, officers and/or employees or agents and directors with respect to these actions, suits or proceedingsthereto. It also is understood To the extent that if the Sub-Adviser or any of its affiliates provide accounting services to the foregoing expenses are allocated among the Fund, the Fund will reimburse the Adviser Series and the Adviser will reimburse the Sub-Adviser and its affiliates for their costs in providing any other party, such accounting services allocations shall be made pursuant to the Fund using a methodology for determining costs methods approved by the BoardBoard of Directors.