ALTERNATIVE STRATEGIES FUND OPERATING EXPENSES LIMITATION AGREEMENT ALTERNATIVE STRATEGIES FUND
ALTERNATIVE STRATEGIES FUND
OPERATING EXPENSES LIMITATION AGREEMENT
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 30th day of September, 2021
by and between ALTERNATIVE STRATEGIES FUND, a Delaware statutory trust (the “Trust”), on behalf of the ALTERNATIVE STRATEGIES
FUND, (the “Fund”) a series of the Trust and the Advisor of such Fund, SCG Asset Management LLC (the “Advisor”).
WITNESSETH:
WHEREAS, the Advisor renders advice and services to the Fund pursuant to the terms and provisions of an Investment Advisory Agreement
between the Trust and the Advisor dated as of the 30th day of September, 2021 (the “Investment Advisory Agreement”);
and
WHEREAS, the Fund is responsible for, and has assumed the obligation for, payment of certain expenses pursuant to the Investment Advisory
Agreement that have not been assumed by the Advisor; and
WHEREAS, the Advisor desires to limit the Fund’s Operating Expenses (as that term is defined in Paragraph 2 of this Agreement) pursuant
to the terms and provisions of this Agreement, and the Trust (on behalf of the Fund) desires to allow the Advisor to implement those limits;
NOW THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties, intending to be legally bound
hereby, mutually agree as follows:
1. Limit on Operating Expenses. The Advisor hereby agrees to limit the Fund’s current Operating Expenses to an annual rate,
expressed as a percentage of the Fund’s average annual net assets, to the amounts listed in Appendix A (the “Annual
Limit”). In the event that the current Operating Expenses of the Fund, as accrued each month, exceed its Annual Limit, the Advisor
will pay to that Fund, on a monthly basis, the excess expense within 30 days of being notified that an excess expense payment is due (each
payment, a “Fund Reimbursement Payment”). . In the event that Adviser fails to make an excess expense payment within 30 days
of being notified, the Adviser agrees that the Trust shall be permitted to retain any amounts due to the Adviser pursuant to an investment
advisory agreement between the Trust and the Adviser with respect to series in the Trust other than the Fund and to pay such amounts to
the Fund to satisfy any unpaid excess expense payment.
2. Definition. For purposes of this Agreement, the term “Operating Expenses” with respect to the Fund, is defined to
include all expenses necessary or appropriate for the operation of the Fund and including the Advisor’s investment advisory or management
fee detailed in the Investment Advisory Agreement, any Rule 12b-l fees and other expenses described in the Investment Advisory Agreement,
but does not include any front-end or contingent deferred loads, taxes,
leverage interest, borrowing interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividend expense on securities sold short, acquired (underlying) fund fees and expenses or extraordinary expenses such as litigation.
3. Reimbursement of Fees and Expenses. The Advisor retains its right to receive in future years on a rolling three year basis,
reimbursement of any Fund Reimbursement Payments paid by the Advisor pursuant to this Agreement, if such reimbursement can be achieved
within the Operating Expense Limitations listed in Appendix A. The Advisor’s right to receive any reimbursements under
this Section 3 shall survive the termination of this Agreement, subject to the terms and conditions of this Section 3.
4. Term. This Agreement shall become effective on the date specified herein and shall remain in effect until at least October 31,
2023, unless sooner terminated as provided in Paragraph 5 of this Agreement.
5. Termination. This Agreement may be terminated at any time, and without payment of any penalty, by the Board of Trustees of the
Trust, on behalf of the Fund, upon sixty (60) days’ written notice to the Advisor. This Agreement may not be terminated by the Advisor
without the consent of the Board of Trustees of the Trust. This Agreement will automatically terminate, with respect to the Fund listed
in Appendix A if the Investment Advisory Agreement for the Fund is terminated, with such termination effective upon the effective
date of the Investment Advisory Agreement’s termination for the Fund.
6. Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other
party.
7. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall
be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.
8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without
giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent
with, any federal law, regulation or rule, including the Investment Company Act of 1940 and the Investment Advisers Act of 1940 and any
rules and regulations promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers,
all on the day and year first above written.
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SCG ASSET MANAGEMENT LLC | |
| By: _______________________ | By: _________________ | |
| Name: ▇▇▇▇▇ ▇▇▇▇ | Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: President | Title: Chief Executive Officer | |
Appendix A
| Fund | Operating Expense Limit |
| Class A Shares | 3.00% |
| Class C Shares | 3.65% |
| Class I Shares | 2.75% |