Common use of Compensation; Allocation of Costs and Expenses Clause in Contracts

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Blockchain Administrator set forth herein, the Fund shall pay the Blockchain Administrator a fees calculated at the annual rate of 0.20% of the value of the Fund’s average annual net assets. Such fee shall be accrued daily and paid monthly in arrears. (b) The Fund shall bear all fees, costs and expenses incurred in connection with its operation, administration and transactions that are not specifically assumed by the Blockchain Administrator (or the Adviser, if not the Blockchain Administrator, pursuant to the Advisory Agreement), including but not limited to: (i) compensation of the Fund’s Trustees who are not affiliated with the Fund’s Adviser or the Fund’s principal underwriter/distributor or any of their respective affiliates; (ii) taxes and governmental fees; (iii) interest charges; (iv) fees and expenses of the Fund’s independent accountants and legal counsel; (v) trade association membership dues; (vi) fees and expenses of any custodian (including maintenance of books and accounts and calculation of the net asset value of shares of the Fund), transfer agent, registrar and dividend disbursing agent of the Fund; (vii) expenses of issuing, redeeming, registering and qualifying for sale shares of beneficial interest in the Fund; (viii) expenses of preparing prospectuses and reports to shareholders, notices, proxy statements and reports to regulatory agencies; (ix) the cost of office supplies, including stationery; travel expenses of all officers, Trustees and employees; (x) insurance premiums; (xi) brokerage and other expenses of executing portfolio transactions; (xii) expenses of shareholders’ meetings; (xiii) organizational expenses; and (xiv) extraordinary expenses.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Blockchain Administrator set forth hereinAdministrator, the Fund shall pay reimburse the Blockchain Administrator a fees calculated at for the annual rate of 0.20% of the value of the Fund’s average annual net assets. Such fee shall be accrued daily and paid monthly in arrears. (b) The Fund shall bear all fees, costs and expenses incurred by the Administrator in connection with performing its operation, administration obligations and providing personnel and facilities hereunder. The Fund will bear all costs and expenses that are incurred in its operation and transactions that are not specifically assumed by the Blockchain Administrator Fund’s investment adviser (or the “Adviser, if not the Blockchain Administrator”), pursuant to the that certain Investment Advisory Agreement), including dated as of [●], 2024 by and between the Fund and the Adviser. Costs and expenses to be borne by the Fund include, but are not limited to, those relating to: organization and offering; calculating the Fund’s net asset value (i) compensation including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Fund and in monitoring the Fund’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Fund’s investments; any direct expenses of issue, sale, underwriting, distribution, redemption or repurchase of the Fund’s Trustees who are not affiliated with securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties (including agents, consultants or other advisors) relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; federal, state and local taxes; independent Trustees’ fees and expenses; costs of preparing and filing prospectuses, statements of additional information, reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to securityholders, including printing costs; the Fund’s Adviser allocable portion of the fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Fund or the Administrator in connection with administering the Fund’s principal underwriter/distributor or any business, including payments under this Agreement based upon the Fund’s allocable portion of their respective affiliates; (ii) taxes the Administrator’s overhead in performing its obligations under this Agreement, including rent, and governmental fees; (iii) interest charges; (iv) fees and expenses the allocable portion of the costs of the Fund’s independent accountants chief compliance officer, chief financial officer, controller, general counsel, chief valuation officer and legal counsel; (v) trade association membership dues; (vi) fees other non-investment advisory personnel and their respective staffs. Transfer agent expenses, expenses of any custodian (including maintenance preparation, printing and mailing prospectuses, statements of books and accounts and calculation of the net asset value of shares of the Fund), transfer agent, registrar and dividend disbursing agent of the Fund; (vii) expenses of issuing, redeeming, registering and qualifying for sale shares of beneficial interest in the Fund; (viii) expenses of preparing prospectuses and reports to shareholders, noticesadditional information, proxy statements and reports to regulatory agencies; (ix) shareholders, and organizational expenses and registration fees, identified as belonging to a particular share class of the cost of office supplies, including stationery; travel expenses of all officers, Trustees and employees; (x) insurance premiums; (xi) brokerage and other expenses of executing portfolio transactions; (xii) expenses of shareholders’ meetings; (xiii) organizational expenses; and (xiv) extraordinary expensesFund shall be allocated to such class.