Common use of Expenses and Limitations Thereon Clause in Contracts

Expenses and Limitations Thereon. (a) The Managing Owner or an Affiliate of the Managing Owner shall be responsible for the payment of all Organization and Offering Expenses incurred in the creation of the Trust and each Series thereof and sale of Interests. Organization and Offering Expenses shall mean those expenses incurred in connection with the formation, qualification and registration of the Trust and the Interests and in offering, distributing and processing the Interests under applicable federal and state law, and any other expenses actually incurred and, directly or indirectly, related to the organization of the Trust or the initial and continuous offering of the Interests, including, but not limited to, expenses such as: (i) initial and ongoing registration fees, filing fees, escrow fees and taxes, (ii) costs of preparing, printing (including typesetting), amending, supplementing, mailing and distributing the Registration Statement, the Exhibits thereto and the Prospectus during the Initial and Continuous Offering Periods, (iii) the costs of qualifying, printing, (including typesetting), amending, supplementing, mailing and distributing sales materials used in connection with the offering and issuance of the Interests during the Initial and Continuous Offering Periods, (iv) travel, telegraph, telephone and other expenses in connection with the offering and issuance of the Interests during the Initial and Continuous Offering Periods, (v) accounting, auditing and legal fees (including disbursements related thereto) incurred in connection therewith, and (vi) any extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any permitted indemnification associated therewith) related thereto. (b) Subject to Section 4.2(a), all ongoing charges, costs and expenses of the Trust’s operation, including, but not limited to, the routine expenses associated with (i) preparation of monthly, annual and other reports required by applicable Federal and state regulatory authorities; (ii) Trust meetings and preparing, printing and mailing of proxy statements and reports to Interestholders; (iii) the payment of any distributions related to redemption of Interests; (iv) routine services of the Trustee, legal counsel and independent accountants; (v) routine accounting and bookkeeping services, whether performed by an outside service provider or by Affiliates of the Managing Owner; (vi) postage and insurance; (vii) client relations and services; (viii) computer equipment and system maintenance; (ix) the fixed fee to be paid to the Managing Owner and/or its Affiliates consistent with applicable regulatory guidelines; (x) required payments to the Trust’s Trading Advisors; and (xi) extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any indemnification related thereto) shall be billed to and/or paid by the appropriate Series of the Trust, subject to such other limitations as are set forth herein concerning the limitations on the Series’ liability for the liabilities of another Series, provided, however, the aggregate annual expenses set forth in subsections 4.7(b)(i), (ii), (iii), (iv), (v), (vi), (vii), and (viii), above incurred by each Series, shall in no event exceed, 1.5% annually of the Net Asset Value of that Series. Any expenses incurred by a Series in excess of this amount is not the responsibility of that Series. (c) The Managing Owner or any Affiliate of the Managing Owner may only be reimbursed for the actual cost to the Managing Owner or such Affiliate of any expenses which it advances on behalf of the Trust or any series thereof for which payment one or more Series of the Trust is responsible. In addition, payment to the Managing Owner or such Affiliate for indirect expenses incurred in performing services for the Trust or any Series thereof, such as salaries and fringe benefits of officers and directors, rent or depreciation, utilities and other administrative items generally falling within the category of the Managing Owner’s “overhead,” is prohibited.

Expenses and Limitations Thereon. (ai) The Managing Owner or an Affiliate of the Managing Owner shall be responsible for the payment of all Organization and Offering Expenses incurred in connection with the creation of the Trust and each Series thereof and sale of Interests. Units during or prior to the Initial Offering Period and the Continuous Offering Period. (ii) Organization and Offering Expenses shall mean those expenses incurred in connection with the formation, qualification and registration of the Trust and the Interests Units and in offering, distributing and processing the Interests Units under applicable U.S. federal and state law, and any other expenses actually incurred and, directly or indirectly, related to the organization of the Trust or the initial and continuous offering of the InterestsUnits, including, but not limited to, expenses such as: (i) initial and ongoing registration fees, pre-paid licensing fees, filing fees, escrow fees and taxes, (ii) costs of preparing, printing (including typesetting), amending, supplementing, mailing and distributing the Registration Statement, the Exhibits thereto and the Prospectus during the Initial Offering Period and the Continuous Offering PeriodsPeriod, (iii) the costs of qualifying, printing, (including typesetting), amending, supplementing, mailing and distributing sales materials used in connection with the offering and issuance of the Interests Units during the Initial Offering Period and the Continuous Offering PeriodsPeriod, (iv) travel, telegraph, telephone and other expenses in connection with the offering and issuance of the Interests Units during the Initial Offering Period and the Continuous Offering PeriodsPeriod, and (v) accounting, auditing and legal fees (including disbursements related thereto) incurred in connection therewith, and (vi) any extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any permitted indemnification associated therewith) related thereto. (b) Subject to Section 4.2(a), all All ongoing charges, costs and expenses of the Trust’s operation, including, but not limited to, the routine expenses associated with : (i) preparation of monthly, quarterly, annual and other reports required by applicable Federal U.S. federal and state regulatory authorities; (ii) Trust meetings and preparing, printing and mailing of proxy statements and reports to InterestholdersUnitholders; (iii) the payment of any distributions related to redemption of InterestsUnits; (iv) routine services of the Trustee, legal counsel and independent accountants; (v) routine accounting and bookkeeping services, whether performed by an outside service provider or by Affiliates of the Managing Owner; (vi) postage and insurance; (vii) client relations and services; (viii) computer equipment and system maintenance; (ix) the fixed Managing Owner’s management fee to be paid to the Managing Owner and/or its Affiliates consistent with applicable regulatory guidelines; (xdescribed in Section 4.8(c) required payments to the Trust’s Trading Advisorsbelow and any ongoing licensing fees; and (xix) extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any indemnification related thereto) shall be billed to and/or paid by the appropriate Series of the Trust, subject to such other limitations as are set forth herein concerning the limitations on the Series’ liability for the liabilities of another Series, provided, however, the aggregate annual expenses set forth in subsections 4.7(b)(i), (ii), (iii), (iv), (v), (vi), (vii), and (viii), above incurred by each Series, shall in no event exceed, 1.5% annually of the Net Asset Value of that Series. Any expenses incurred by a Series in excess of this amount is not the responsibility of that Series. (c) The Managing Owner or any Affiliate of the Managing Owner may only be reimbursed for the actual cost to the Managing Owner or such Affiliate of any expenses which it advances on behalf of the Trust or any series thereof for which payment one or more Series of the Trust is responsible. In addition, payment to the Managing Owner or such Affiliate for indirect expenses incurred in performing services for the Trust or any Series thereofin its capacity as the managing owner of the Trust, such as salaries and fringe benefits of officers and directors, rent or depreciation, utilities and other administrative items generally falling within the category of the Managing Owner’s “overhead,” is prohibited.