Common use of Expense Limit Clause in Contracts

Expense Limit. To the extent that the aggregate expenses incurred by the Fund, which include all of the Fund's expenses (whether incurred directly by the Fund or indirectly at the Offshore Funds or the Master Fund level) ("Operating Expenses") other than expenses disclosed in the Fund's registration statement filed with the Securities and Exchange Commission as not being included as part of the expense limit (which currently include (i) the management fee, (ii) interest expense, if any, (iii) any taxes paid by the Offshore Funds or the Master Fund, (iv) expenses incurred directly or indirectly by the Fund as a result of expenses related to investing in, or incurred by, a portfolio fund or other permitted investment in which the Fund or Master Fund invests, (v) any trading-related expenses, including, but not limited to, clearing costs and commissions, (vi) dividends on short sales, if any, (vii) any other extraordinary expenses not incurred in the ordinary course of the Fund's, Offshore Fund's, or Master Fund's business (including, without limitation, litigation expenses) and (viii) if applicable, distribution and investor services related fees paid to the distributor for the Fund's securities or financial intermediaries engaged by such distributor – collectively, the "Excluded Expenses"), for the period beginning and ending on the Fund’s fiscal year end which is March 31 (each, an "Applicable Year") exceed the Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the "Excess Amount") shall be the liability of BlackRock. In the event that any Applicable Year is for a period less than 365 days (for example, the Fund's initial year of operations or because this Agreement is terminated in the middle of a fiscal year), the Operating Expenses shall be annualized for purposes of calculating the Excess Amount. The list of Excluded Expenses in this Agreement shall be automatically amended on the effective date of the Fund's Registration Statement or any amendment thereto if the list of Excluded Expenses set forth in the prospectus included in the Registration Statement differs from the list in this Agreement and such new list of Excluded Expenses was approved by a majority of the Non-Interested Directors (defined below).

Expense Limit. To the extent that the aggregate expenses incurred by the Fund, which include all of the Fund's ’s expenses (whether incurred directly by the Fund or indirectly at the Offshore Funds or the Master Fund level) ("Operating Expenses") other than expenses disclosed in the Fund's ’s registration statement filed with the Securities and Exchange Commission as not being included as part of the expense limit (which currently include (i) the management fee, (ii) interest expense, if any, (iii) any taxes paid by the Offshore Funds or the Master Fund, (iv) expenses incurred directly or indirectly by the Fund as a result of expenses related to investing in, or incurred by, by a portfolio fund or other permitted investment in which the Fund or Master Fund invests, (viv) any trading-related expenses, including, but not limited to, clearing costs and commissions, (viv) dividends on short sales, if any, (viivi) any other extraordinary expenses not incurred in the ordinary course of the Fund's, Offshore Fund's, or Master Fund's ’s business (including, without limitation, litigation expenses) and (viiivii) if applicable, distribution and investor services related fees paid to the distributor for of the Fund's securities or financial intermediaries engaged by such distributor – collectively, the "Excluded Expenses"), ) for the period beginning and ending on the Fund’s fiscal year end which is March 31 (each, an "“Applicable Year"”) exceed the Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the "“Excess Amount"”) shall be the liability of BlackRock. In the event that any Applicable Year is for a period less than 365 days (for example, the Fund's initial year of operations or because this Agreement is terminated in the middle of a fiscal year), the Operating Expenses shall be annualized for purposes of calculating the Excess Amount. The list of Excluded Expenses in this Agreement shall be automatically amended on the effective date of the Fund's Registration Statement or any amendment thereto if the list of Excluded Expenses set forth in the prospectus included in the Registration Statement differs from the list in this Agreement and such new list of Excluded Expenses was approved by a majority of the Non-Interested Directors (defined below).

Expense Limit. To the extent that the aggregate expenses incurred by the Fund, which include all of the Fund's expenses (whether incurred directly by the Fund or indirectly at the Offshore Funds or the Master Fund level) ("Operating Expenses") other than expenses disclosed in the Fund's registration statement filed with the Securities and Exchange Commission as not being included as part of the expense limit (which currently include (i) the management fee, (ii) interest expense, if any, (iii) any taxes paid by the Offshore Funds or the Master Fund, (iv) expenses incurred directly or indirectly by the Fund as a result of expenses related to investing in, or incurred by, a portfolio fund or other permitted investment in which the Fund or Master Fund invests, (v) any trading-related expenses, including, but not limited to, clearing costs and commissions, (vi) dividends on short sales, if any, (vii) any other extraordinary expenses not incurred in the ordinary course of the Fund's, Offshore Fund's, 's or Master Fund's business (including, without limitation, litigation expenses) and (viii) if applicable, distribution and investor services related fees paid to the distributor for the Fund's securities or financial intermediaries engaged by such distributor – collectively, the "Excluded Expenses"), for the period beginning and ending on the Fund’s fiscal year end which is March 31 (each, an "Applicable Year") exceed the Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the "Excess Amount") shall be the liability of BlackRock. In the event that any Applicable Year is for a period less than 365 days (for example, the Fund's initial year of operations or because this Agreement is terminated in the middle of a fiscal year), the Operating Expenses shall be annualized for purposes of calculating the Excess Amount. The list of Excluded Expenses in this Agreement shall be automatically amended on the effective date of the Fund's Registration Statement or any amendment thereto if the list of Excluded Expenses set forth in the prospectus included in the Registration Statement differs from the list in this Agreement and such new list of Excluded Expenses was approved by a majority of the Non-Interested Directors (defined below).

Expense Limit. To the extent that the aggregate expenses incurred by the Fund, which include all of the Fund's expenses (whether incurred directly by the Fund or indirectly at the Offshore Funds Fund or the Master Fund level) ("Operating Expenses") other than expenses disclosed in the Fund's registration statement filed with the Securities and Exchange Commission as not being included as part of the expense limit (which currently include (i) the management fee, (ii) interest expense, if any, (iii) any taxes paid by the Offshore Funds Fund or the Master Fund, (iv) expenses incurred directly or indirectly by the Fund as a result of expenses related to investing in, or incurred by, a portfolio fund or other permitted investment in which the Fund or Master Fund invests, (v) any trading-related expenses, including, but not limited to, clearing costs and commissions, (vi) dividends on short sales, if any, (vii) any other extraordinary expenses not incurred in the ordinary course of the Fund's, Offshore Fund's, or Master Fund's business (including, without limitation, litigation expenses) and (viii) if applicable, distribution and investor services related fees paid to the distributor for the Fund's securities or financial intermediaries engaged by such distributor – collectively, the "Excluded Expenses"), for the period beginning and ending on the Fund’s fiscal year end which is March 31 (each, an "Applicable Year") exceed the Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the "Excess Amount") shall be the liability of BlackRock. In the event that any Applicable Year is for a period less than 365 days (for example, the Fund's initial year of operations or because this Agreement is terminated in the middle of a fiscal year), the Operating Expenses shall be annualized for purposes of calculating the Excess Amount. The list of Excluded Expenses in this Agreement shall be automatically amended on the effective date of the Fund's Registration Statement or any amendment thereto if the list of Excluded Expenses set forth in the prospectus included in the Registration Statement differs from the list in this Agreement and such new list of Excluded Expenses was approved by a majority of the Non-Interested Directors (defined below).

Expense Limit. To the extent that the aggregate expenses Other Expenses incurred by the Fundeach share class, which include all of the Fund's expenses attributable to an applicable share class (whether incurred directly by the Fund or indirectly at the Offshore Funds or the Master Fund level) ("“Operating Expenses"”) other than expenses disclosed in the Fund's ’s registration statement filed with the Securities and Exchange Commission (the “Registration Statement”) as not being included as part of the expense limit (which currently include (i) the investment management fee, ; (ii) interest expenseexpense and other costs of borrowing, if any, ; (iii) any taxes paid by the Offshore Funds or the Master Fund, (iv) expenses incurred directly or indirectly by the Fund as a result of expenses related to investing in, or incurred by, a portfolio fund Portfolio Fund (as defined in the Registration Statement) or other permitted investment in which the Fund or Master Fund investsinvestment, including, without limitation, management fees and performance fees and/or incentive allocations; (viv) any trading-related expenses, including, but not limited to, clearing costs and commissions, ; (viv) dividends on short sales, if any, ; (vi) taxes; (vii) any other extraordinary expenses not incurred in the ordinary course of the Fund's, Offshore Fund's, or Master Fund's ’s business (including, without limitation, litigation expenses); (viii) sub accounting, recordkeeping and/or other administration services to the Fund; and (viiiix) if applicable, the distribution fee and/or shareholder servicing fee (together, “distribution and investor services related fees servicing fee”) paid to the distributor for of the Fund's securities ’s common shares or to financial intermediaries engaged by such distributor – collectively, the "“Excluded Expenses"), ”) for the 1 On April 2, 2019, the U.S. Securities and Exchange Commission (the “SEC”) granted an affiliated fund exemptive relief to issue multiple classes of shares with sales loads and/or asset-based distribution and/or service fees and contingent deferred sales loads (the “Exemptive Relief”). The Fund may rely on the Exemptive Relief to offer multiple classes of its common shares, par value $0.001 per share, in accordance with Rule 18f-3 under the 1940 Act. period beginning and ending on the Fund’s fiscal year end which is March 31 (each, an "“Applicable Year") ”), exceed the Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the "“Excess Amount"”) shall be the liability of BlackRock. In the event that any Applicable Year is for a period less than 365 days (for example, the Fund's ’s initial year of operations or because this Agreement is terminated in the middle of a fiscal year), the Operating Expenses of each share class shall be annualized for purposes of calculating the Excess Amount. The list of Excluded Expenses in this Agreement shall be automatically amended on the effective date of the Fund's Registration Statement or any amendment thereto if the list of Excluded Expenses set forth in the prospectus included in the Registration Statement differs from the list in this Agreement and such new list of Excluded Expenses was approved by a majority of the Non-Interested Directors Trustees (defined below).

Expense Limit. To the extent that the aggregate expenses Other Expenses incurred by the Fundeach share class, which include all of the Fund's expenses attributable to an applicable share class (whether incurred directly by the Fund or indirectly at the Offshore Funds or the Master Fund level) ("“Operating Expenses"”) other than expenses disclosed in the Fund's ’s registration statement filed with the Securities and Exchange Commission as not being included as part of the expense limit (which currently include (i) the management investment advisory fee, ; (ii) interest expenseexpense and other financing costs, if any, ; (iii) any taxes paid by the Offshore Funds or the Master Fundportfolio transaction and other investment-related costs (including brokerage commissions, dealer and underwriter spreads, commitment fees on leverage facilities, prime broker fees and expenses and dividend expenses related to short sales); (iv) expenses incurred directly or indirectly by the Fund as a result of expenses related to investing in, or incurred by, a portfolio fund or other permitted investment in which the Fund or Master Fund invests, taxes; (v) any trading-related expenses, including, but not limited to, clearing costs and commissions, (vi) dividends on short sales, if any, (vii) any other extraordinary expenses not incurred in the ordinary course of the Fund's, Offshore Fund's, or Master Fund's ’s business (including, without limitation, litigation expenses) ); and (viiivi) if applicable, the distribution fee and shareholder servicing fee (together, “distribution and investor services related fees servicing fee”) paid to the distributor for of the Fund's securities or financial intermediaries engaged by such distributor ’s common shares – collectively, the "“Excluded Expenses"), ”) for the period beginning and ending on the Fund’s fiscal year end which is March 31 (each, an "“Applicable Year") ”), exceed the Operating Expense Limit, as defined in Section 1.2 below, such excess 1 On April 2, 2019, the U.S. Securities and Exchange Commission (the “SEC”) granted an affiliated fund exemptive relief to issue multiple classes of shares with sales loads and/or asset-based distribution and/or service fees and contingent deferred sales loads (the “Exemptive Relief”). The Fund may rely on the Exemptive Relief to offer multiple classes of its common shares, par value $0.001 per share in accordance with Rule 18f-3 under the 1940 Act. amount (the "“Excess Amount"”) shall be the liability of BlackRock. In the event that any Applicable Year is for a period less than 365 days (for example, the Fund's ’s initial year of operations or because this Agreement is terminated in the middle of a fiscal year), the Operating Expenses of each share class shall be annualized for purposes of calculating the Excess Amount. The list of Excluded Expenses in this Agreement shall be automatically amended on the effective date of the Fund's ’s Registration Statement or any amendment thereto if the list of Excluded Expenses set forth in the prospectus included in the Registration Statement differs from the list in this Agreement and such new list of Excluded Expenses was approved by a majority of the Non-Interested Directors Trustees (defined below).

Expense Limit. To the extent that the aggregate expenses Other Expenses incurred by the Fundeach share class, which include all of the Fund's expenses attributable to an applicable share class (whether incurred directly by the Fund or indirectly at the Offshore Funds or the Master Fund level) ("“Operating Expenses"”) other than expenses disclosed in the Fund's ’s registration statement filed with the Securities and Exchange Commission as not being included as part of the expense limit (which currently include (i) the management investment advisory fee, ; (ii) interest expenseexpense and other financing costs, if any, ; (iii) any taxes paid by the Offshore Funds or the Master Fundportfolio transaction and other investment-related costs (including brokerage commissions, dealer and underwriter spreads, commitment fees on leverage facilities, prime broker fees and expenses and dividend expenses related to short sales); (iv) expenses incurred directly or indirectly by the Fund as a result of expenses related to investing in, or incurred by, a portfolio fund or other permitted investment in which the Fund or Master Fund invests, taxes; (v) any trading-related expenses, including, but not limited to, clearing costs and commissions, (vi) dividends on short sales, if any, (vii) any other extraordinary expenses not incurred in the ordinary course of the Fund's, Offshore Fund's, or Master Fund's ’s business (including, without limitation, litigation expenses) ); and (viiivi) if applicable, the distribution fee and/or shareholder servicing fee (together, “distribution and investor services related fees servicing fee”) paid to the distributor for of the Fund's securities or financial intermediaries engaged by such distributor ’s common shares – collectively, the "“Excluded Expenses"), ”) for the period beginning and 1 On April 2, 2019, the U.S. Securities and Exchange Commission (the “SEC”) granted an affiliated fund exemptive relief to issue multiple classes of shares with sales loads and/or asset-based distribution and/or service fees and contingent deferred sales loads (the “Exemptive Relief”). The Fund may rely on the Exemptive Relief to offer multiple classes of its common shares, par value $0.001 per share in accordance with Rule 18f-3 under the 1940 Act. ending on the Fund’s fiscal year end which is March 31 (each, an "“Applicable Year") ”), exceed the Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the "“Excess Amount"”) shall be the liability of BlackRock. In the event that any Applicable Year is for a period less than 365 days (for example, the Fund's ’s initial year of operations or because this Agreement is terminated in the middle of a fiscal year), the Operating Expenses of each share class shall be annualized for purposes of calculating the Excess Amount. The list of Excluded Expenses in this Agreement shall be automatically amended on the effective date of the Fund's ’s Registration Statement or any amendment thereto if the list of Excluded Expenses set forth in the prospectus included in the Registration Statement differs from the list in this Agreement and such new list of Excluded Expenses was approved by a majority of the Non-Interested Directors Trustees (defined below).

Expense Limit. To the extent that the aggregate expenses Other Expenses incurred by the Fundeach share class, which include all of the Fund's expenses attributable to an applicable share class (whether incurred directly by the Fund or indirectly at the Offshore Funds or the Master Fund level) ("“Operating Expenses"”) other than expenses disclosed in the Fund's ’s registration statement filed with the Securities and Exchange Commission as not being included as part of the expense limit (which currently include (i) the management investment advisory fee, ; (ii) interest expenseexpense and other financing costs, if any, ; (iii) any taxes paid by the Offshore Funds or the Master Fundportfolio transaction and other investment-related costs (including brokerage commissions, dealer and underwriter spreads, commitment fees on leverage facilities, prime broker fees and expenses and dividend expenses related to short sales); (iv) expenses incurred directly or indirectly by the Fund as a result of expenses related to investing in, or incurred by, a portfolio fund or other permitted investment in which the Fund or Master Fund invests, taxes; (v) any trading-related expenses, including, but not limited to, clearing costs and commissions, (vi) dividends on short sales, if any, (vii) any other extraordinary expenses not incurred in the ordinary course of the Fund's, Offshore Fund's, or Master Fund's ’s business (including, without limitation, litigation expenses) ); and (viiivi) if applicable, the distribution fee and shareholder servicing fee (together, “distribution and investor services related fees servicing fee”) paid to the distributor for of the Fund's securities or financial intermediaries engaged by such distributor ’s common shares – collectively, the "“Excluded Expenses"), ”) for the period beginning and ending on the Fund’s fiscal year end which is March December 31 (each, an "“Applicable Year") ”), exceed the Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the "“Excess Amount"”) shall be the liability of BlackRock. In the event that any Applicable Year is for a 1 On September 24, 2018, the Fund applied for exemptive relief from the U.S. Securities and Exchange Commission (the “SEC”) to issue multiple classes of shares with sales loads and/or asset-based distribution and/or service fees and contingent deferred sales loads (the “Exemptive Relief”). If the Exemptive Relief is granted, the Fund may rely on the Exemptive Relief to offer multiple classes of its common shares, par value $0.001 per share in accordance with Rule 18f-3 of the 1940 Act. Until the Exemptive Relief is granted, if ever, the Fund will only offer one class of common shares designated as the Institutional Class Shares (“Institutional Shares”). Upon receiving the Exemptive Relief, the Fund will also offer an additional class of common shares designated as the Brokerage Class Shares (“Brokerage Shares”) and may in the future register other classes of common shares. period less than 365 days (for example, the Fund's ’s initial year of operations or because this Agreement is terminated in the middle of a fiscal year), the Operating Expenses of each share class shall be annualized for purposes of calculating the Excess Amount. The list of Excluded Expenses in this Agreement shall be automatically amended on the effective date of the Fund's ’s Registration Statement or any amendment thereto if the list of Excluded Expenses set forth in the prospectus included in the Registration Statement differs from the list in this Agreement and such new list of Excluded Expenses was approved by a majority of the Non-Interested Directors Trustees (defined below).