Common use of Excess Expenses Clause in Contracts

Excess Expenses. In consideration of the Adviser’s agreement to limit the Fund’s Other Expenses as provided herein, the Fund agrees to carry forward the amount of Other Expenses paid, absorbed, or reimbursed by the Adviser, for a period not to exceed three years from the date on which such expense is incurred by the Adviser (“Excess Other Expenses”) and to reimburse the Adviser in the amount of such Excess Other Expenses as promptly as possible, on a monthly basis, but only to the extent that such reimbursement does not cause the Fund’s Other Expenses for the fiscal year in which such month occurs to exceed the Expense Limitation. For the avoidance of doubt, if, at the end of any fiscal year in which the Fund has reimbursed the Adviser for any Excess Other Expenses, the Fund’s Other Expenses for such fiscal year exceed the Expense Limitation, the Adviser shall promptly pay the Fund an amount equal to the lesser of (i) the amount by which the Fund’s Other Expenses for such fiscal year exceed the Expense Limitation and (ii) the amount of reimbursements for Excess Other Expenses paid by the Fund to the Adviser in such fiscal year. Any payment by the Adviser to the Fund pursuant to the foregoing sentence shall be subject to later reimbursement by the Fund in accordance with this Section 4. Any reimbursement to be paid by the Fund to the Adviser pursuant to this Section 4 following the termination of this Amended and Restated Letter Agreement shall be subject to the approval of the Fund’s board of trustees.

Excess Expenses. In consideration of the Adviser’s agreement to limit the Fund’s Other Expenses as provided herein, the Fund Trust agrees to carry forward the amount of Other the foregone fees and Ordinary Operating Expenses paid, absorbed, absorbed or reimbursed by the AdviserAdviser (other than organizational and initial offering expenses, which are those expenses incurred by the Trust in order to permit the Trust to be declared effective by the Securities and Exchange Commission and to commence operations ) (the “Excess Expenses” ), for a period not to exceed three years from the date on which such expense is fees are foregone or expenses are incurred by the Adviser (the “Excess Other Expenses”) and Recoupment Period” ). The Adviser shall be entitled to reimburse recoup from the Adviser in Trust the amount of such Excess Other Expenses as promptly as possible, on a monthly basis, but only during the Recoupment Period to the extent that such reimbursement recoupment does not cause the FundTrust’s Other Ordinary Operating Expenses for the fiscal year in which such month occurs plus recoupment to exceed the Expense LimitationLimitation in effect at the time the expenses were paid or waived or any Expense Limitation in effect at the time of recoupment. For the avoidance of doubt, if, at the end of any fiscal year the Recoupment Period in which the Fund Adviser has reimbursed recouped from the Adviser for Trust any Excess Other Expenses, the FundTrust’s Other Ordinary Operating Expenses for the Recoupment Period exceed the Expense Limitation in effect at the time the expenses were paid or waived or any Expense Limitation in effect at the time of recoupment, the Adviser shall promptly pay the Trust an amount equal to the lesser of: (i) the amount by which the Trust’s Ordinary Operating Expenses for such fiscal year exceed the Expense Limitation, the Adviser shall promptly pay the Fund an amount equal to the lesser of (i) the amount by which the Fund’s Other Expenses for such fiscal year exceed the Expense Limitation ; and (ii) the amount of reimbursements recouped by the Adviser for Excess Other Expenses paid by the Fund to the Adviser in such fiscal year. Any payment by the Adviser to the Fund Trust pursuant to the foregoing sentence shall be subject to later reimbursement recoupment by the Fund Adviser in accordance with this Section 4. Any reimbursement to be paid by the Fund to the Adviser pursuant to The Adviser’s obligations under this Section 4 following the shall survive termination of this Amended and Restated Letter Agreement shall be subject to the approval of the Fund’s board of trusteesAgreement.

Excess Expenses. In consideration of the Adviser’s 's agreement to limit the Fund’s 's Other Expenses as provided herein, the Fund agrees to carry forward the amount of Other Expenses paid, absorbed, or reimbursed by the Adviser, for a period not to exceed three years from the date on which such expense is incurred by the Adviser (“"Excess Other Expenses”") and to reimburse the Adviser in the amount of such Excess Other Expenses as promptly as possible, on a monthly basis, but only to the extent that such reimbursement does not cause the Fund’s 's Other Expenses for the fiscal year in which such month occurs to exceed either: (i) the current applicable Expense Limitation, or (ii) the expense limitation percentage that was in place at the time the Other Expenses were paid, absorbed, or reimbursed by the Adviser. For the avoidance of doubt, if, at the end of any fiscal year in which the Fund has reimbursed the Adviser for any Excess Other Expenses, the Fund’s 's Other Expenses for such fiscal year exceed the applicable Expense Limitation, the Adviser shall promptly pay the Fund an amount equal to the lesser of (i) the amount by which the Fund’s 's Other Expenses for such fiscal year exceed the Expense Limitation and (ii) the amount of reimbursements for Excess Other Expenses paid by the Fund to the Adviser in such fiscal year. Any payment by the Adviser to the Fund pursuant to the foregoing sentence shall be subject to later reimbursement by the Fund in accordance with this Section 4. Any reimbursement to be paid by the Fund to the Adviser pursuant to this Section 4 following the termination of this Amended and Restated Letter Agreement shall be subject to the approval of the Fund’s 's board of trustees.

Excess Expenses. In consideration of the Adviser’s agreement to limit the Fund’s Other Expenses as provided herein, the Fund agrees to carry forward the amount of Other the foregone investment advisory fees and Specified Expenses paid, absorbed, or reimbursed by the Adviser, for a period not to exceed three years from the date on end of the fiscal year in which such fees are foregone or expense is incurred by the Adviser (“Excess Other Expenses”) and to reimburse the Adviser in the amount of such Excess Other Expenses as promptly as possible, on a monthly basis, but only to the extent that even if such reimbursement occurs after the termination of the Limitation Period, provided that the Specified Expenses have fallen to a level below the Expense Cap and the reimbursement amount does not cause raise the Fund’s Other level of Specified Expenses for in the fiscal year in which such month occurs the reimbursement is being made to exceed a level that exceeds the Expense LimitationCap. For the avoidance of doubt, if, at the end of any fiscal year in which the Fund has reimbursed the Adviser for any Excess Other Expenses, the Fund’s Other Specified Expenses for such fiscal year exceed the Expense Limitation, the Adviser shall promptly pay the Fund an amount equal to the lesser of of: (i) the amount by which the Fund’s Other Specified Expenses for such fiscal year exceed the Expense Limitation Limitation; and (ii) the amount of reimbursements for Excess Other Expenses paid by the Fund to the Adviser in such fiscal year. Any payment by the Adviser to the Fund pursuant to the foregoing sentence shall be subject to later reimbursement by the Fund in accordance with this Section 4. Any reimbursement to be paid by the Fund to the Adviser pursuant to The Adviser’s obligations under this Section 4 following the shall survive termination of this Amended and Restated Letter Agreement shall be subject to the approval of the Fund’s board of trusteesletter agreement.

Excess Expenses. In consideration of the Adviser’s agreement to limit the Fund’s Other Expenses as provided herein, the Fund agrees to carry forward the amount of Other Expenses paid, absorbed, or reimbursed by the Adviser, for a period not to exceed three years from the date on which such expense is incurred by the Adviser (“Excess Other Expenses”) and to reimburse the Adviser in the amount of such Excess Other Expenses as promptly as possible, on a monthly basis, but only to the extent that such reimbursement does not cause the Fund’s Other Expenses for the fiscal year in which such month occurs to exceed either: (i) the current applicable Expense Limitation, or (ii) the expense limitation percentage that was in place at the time the Other Expenses were paid, absorbed, or reimbursed by the Adviser. For the avoidance of doubt, if, at the end of any fiscal year in which the Fund has reimbursed the Adviser for any Excess Other Expenses, the Fund’s Other Expenses for such fiscal year exceed the applicable Expense Limitation, the Adviser shall promptly pay the Fund an amount equal to the lesser of (i) the amount by which the Fund’s Other Expenses for such fiscal year exceed the Expense Limitation and (ii) the amount of reimbursements for Excess Other Expenses paid by the Fund to the Adviser in such fiscal year. Any payment by the Adviser to the Fund pursuant to the foregoing sentence shall be subject to later reimbursement by the Fund in accordance with this Section 4. Any reimbursement to be paid by the Fund to the Adviser pursuant to this Section 4 following the termination of this Amended and Restated Letter Agreement shall be subject to the approval of the Fund’s board of trustees.

Excess Expenses. In consideration of the Adviser’s agreement to limit the Fund’s Other Expenses as provided herein, the Fund agrees to carry forward the amount of Other Specified Expenses paid, absorbed, or reimbursed by the Adviser, for a period not to exceed three years from the date on end of the fiscal year in which such expense is incurred by the Adviser (“Excess Other Specified Expenses”) and to reimburse the Adviser in the amount of such Excess Other Specified Expenses as promptly as possible, on a monthly basis, but only to the extent that even if such reimbursement occurs after the termination of the Limitation Period, provided that the Specified Expenses have fallen to a level below the Expense Cap and the reimbursement amount does not cause raise the Fund’s Other level of Specified Expenses for in the fiscal year in which such month occurs the reimbursement is being made to exceed a level that exceeds the Expense LimitationCap. For the avoidance of doubt, if, at the end of any fiscal year in which the Fund has reimbursed the Adviser for any Excess Other Specified Expenses, the Fund’s Other Specified Expenses for such fiscal year exceed the Expense Limitation, the Adviser shall promptly pay the Fund an amount equal to the lesser of of: (i) the amount by which the Fund’s Other Specified Expenses for such fiscal year exceed the Expense Limitation Limitation; and (ii) the amount of reimbursements for Excess Other Specified Expenses paid by the Fund to the Adviser in such fiscal year. Any payment by the Adviser to the Fund pursuant to the foregoing sentence shall be subject to later reimbursement by the Fund in accordance with this Section 4. Any reimbursement to be paid by the Fund to the Adviser pursuant to The Adviser’s obligations under this Section 4 following the shall survive termination of this Amended and Restated Letter Agreement shall be subject to the approval of the Fund’s board of trusteesletter agreement.

Excess Expenses. In consideration of the Adviser’s 's agreement to limit the Fund’s 's Other Expenses as provided herein, the Fund agrees to carry forward the amount of Other Expenses paid, absorbed, or reimbursed by the Adviser, for a period not to exceed three years from the date on which such expense is incurred by the Adviser (“Excess Other Expenses”) and to reimburse the Adviser in the amount of such Excess Other Expenses as promptly as possible, on a monthly basis, but only to the extent that such reimbursement does not cause the Fund’s 's Other Expenses for the fiscal year in which such month occurs to exceed either: (i) the current applicable Expense Limitation, or (ii) the expense limitation percentage that was in place at the time the Other Expenses were paid, absorbed, or reimbursed by the Adviser. For the avoidance of doubt, if, at the end of any fiscal year in which the Fund has reimbursed the Adviser for any Excess Other Expenses, the Fund’s 's Other Expenses for such fiscal year exceed the applicable Expense Limitation, the Adviser shall promptly pay the Fund an amount equal to the lesser of (i) the amount by which the Fund’s 's Other Expenses for such fiscal year exceed the Expense Limitation and (ii) the amount of reimbursements for Excess Other Expenses paid by the Fund to the Adviser in such fiscal year. Any payment by the Adviser to the Fund pursuant to the foregoing sentence shall be subject to later reimbursement by the Fund in accordance with this Section 4. Any reimbursement to be paid by the Fund to the Adviser pursuant to this Section 4 following the termination of this Amended and Restated Letter Agreement shall be subject to the approval of the Fund’s 's board of trustees.

Excess Expenses. In consideration of the Adviser’s agreement to limit the Fund’s Other Expenses as provided herein, the Fund agrees to carry forward the amount of Other Expenses paid, absorbed, or reimbursed by the Adviser, for a period not to exceed three years from the date on which such expense is incurred by the Adviser (“Excess Other Expenses”) and to reimburse the Adviser in the amount of such Excess Other Expenses as promptly as possible, on a monthly basis, but only to the extent that such reimbursement does not cause the Fund’s Other Expenses for the fiscal year in which such month occurs to exceed the Expense Limitation. For the avoidance of doubt, if, at the end of any fiscal year in which the Fund has reimbursed the Adviser for any Excess Other Expenses, the Fund’s Other Expenses for such fiscal year exceed the Expense Limitation, the Adviser shall promptly pay the Fund an amount equal to the lesser of (i) the amount by which the Fund’s Other Expenses for such fiscal year exceed the Expense Limitation and (ii) the amount of reimbursements for Excess Other Expenses paid by the Fund to the Adviser in such fiscal year. Any payment by the Adviser to the Fund pursuant to the foregoing sentence shall be subject to later reimbursement by the Fund in accordance with this Section 4. Any reimbursement to be paid by the Fund to the Adviser pursuant to this Section 4 following the termination of this Amended and Restated Letter Agreement letter agreement shall be subject to the approval of the Fund’s board of trustees.

Excess Expenses. In consideration To determine the Adviser's liability for expenses in excess of the Adviser’s agreement to limit the Fund’s Other Expenses as provided hereinPercentage Expense Limitation, the Fund agrees to carry forward the amount of allowable fiscal-year-to-date expenses shall be computed daily by prorating the Percentage Expense Limitation based on the number of days elapsed within the fiscal year, or limitation period, if shorter (the "Prorated Limitation"). The Prorated Limitation shall be compared to the Fund's expenses recorded through the current day in order to produce the allowable expenses to be recorded for the current day (the "Allowable Expenses"). If the Investment Management Fee and the Fund's other expenses for the current day exceed the Allowable Expenses, the Investment Management Fee for the current day shall be reduced by such excess ("Unaccrued Fees"). In the event such excess exceeds the amount due as the Investment Management Fee, the Adviser shall be responsible for the additional excess ("Other Expenses paidExceeding Limit"). Cumulative Unaccrued Fees or cumulative Other Expenses Exceeding Limit shall be paid to the Adviser in the future, absorbed, or reimbursed by provided that (1) no such payment shall be made to the Adviser, for a period not to exceed Adviser after three years from the date on which such expense is incurred by the Adviser (“Excess Other Expenses”) and to reimburse the Adviser Expiration Date set forth in the amount of Appendix ("Expiration Date"); (2) such Excess Other Expenses as promptly as possible, on a monthly basis, but payment shall be made only to the extent that such reimbursement it does not cause the Fund’s Other Expenses for the fiscal year in which such month occurs 's aggregate expenses, on an annualized basis, to exceed the Expense Limitation. For the avoidance of doubt, if, at the end of any fiscal year in which the Fund has reimbursed the Adviser for any Excess Other Expenses, the Fund’s Other Expenses for such fiscal year exceed the Percentage Expense Limitation, the Adviser shall promptly pay the Fund an amount equal to the lesser of (i) the amount by which the Fund’s Other Expenses for such fiscal year exceed the Expense Limitation and (ii3) the amount of reimbursements for Excess Other Expenses paid by the Fund no such payment shall be made to the Adviser in such fiscal year. Any payment by the Adviser to the Fund pursuant to extent that the foregoing sentence shall be subject to later reimbursement aggregate of such payments would exceed the amount of offering expenses (as defined by the Financial Accounting Standards Board) recorded by the Fund in accordance with this Section 4. Any reimbursement to be paid by the Fund to the Adviser pursuant to this Section 4 following the termination of this Amended and Restated Letter Agreement shall be subject to the approval of the Fund’s board of trusteesfor financial reporting purposes on or before January 28, 2013.

Excess Expenses. In consideration of the Adviser’s agreement to limit the Fund’s Other Expenses as provided herein, the Fund agrees to carry forward the amount of the foregone investment advisory fees and Other Expenses paid, absorbed, or reimbursed by the Adviser, for a period not to exceed three years from the date on end of the fiscal year in which such fees are foregone or expense is incurred by the Adviser (“Excess Other Expenses”) and to reimburse the Adviser in the amount of such Excess Other Expenses as promptly as possible, on a monthly basis, but only to the extent that such reimbursement does not cause the Fund’s Other Total Annual Fund Operating Expenses After Expense Reimbursement plus recoupment to exceed 1.45%, 1.30% and 1.20% of the average daily net assets of the Investor Class, Institutional Class and KKR Class, respectively, for the fiscal year in which such month occurs to exceed the Expense Limitationyear. For the avoidance of doubt, if, at the end of any fiscal year in which the Fund has reimbursed the Adviser for any Excess Other Expenses, the Fund’s Other Total Annual Fund Operating Expenses for such fiscal year exceed the Expense Limitation, the Adviser shall promptly pay the Fund an amount equal to the lesser of of: (i) the amount by which the Fund’s Other Expenses for such fiscal year exceed the Expense Limitation Limitation; and (ii) the amount of reimbursements for Excess Other Expenses paid by the Fund to the Adviser in such fiscal year. Any payment by the Adviser to the Fund pursuant to the foregoing sentence shall be subject to later reimbursement by the Fund in accordance with this Section 4. Any reimbursement to be paid by the Fund to the Adviser pursuant to The Adviser’s obligations under this Section 4 following the shall survive termination of this Amended and Restated Letter Agreement shall be subject to the approval of the Fund’s board of trusteesletter agreement.

Excess Expenses. In consideration of the Adviser’s agreement to limit the Fund’s Other Expenses as provided herein, the Fund agrees to carry forward the amount of Other Expenses paid, absorbed, or reimbursed by the Adviser, for a period not to exceed three years from the date on which such expense is incurred by the Adviser (“Excess Other Expenses”) and to reimburse the Adviser in the amount of such Excess Other Expenses as promptly as possible, on a monthly basis, but only to the extent that such reimbursement does not cause the Fund’s Other Expenses for the fiscal year in which such month occurs to exceed the Expense Limitation. For the avoidance of doubt, if, at the end of any fiscal year in which the Fund has reimbursed the Adviser for any Excess Other Expenses, the Fund’s Other Expenses for such fiscal year exceed the Expense Limitation, the Adviser shall promptly pay the Fund an amount equal to the lesser of (i) the amount by which the Fund’s Other Expenses for such fiscal year exceed the Expense Limitation and (ii) the amount of reimbursements for Excess Other Expenses paid by the Fund to the Adviser in such fiscal year. Any payment by the Adviser to the Fund pursuant to the foregoing sentence shall be subject to later reimbursement by the Fund in accordance with this Section 4. Any reimbursement to be paid by the Fund to the Adviser pursuant to this Section 4 following the termination of this Amended and Restated Letter Agreement letter agreement shall be subject to the approval of the Fund’s board of trustees.

Excess Expenses. In consideration of the Adviser’s agreement to limit the Fund’s Other Expenses as provided herein, the Fund agrees to carry forward the amount of Other Expenses paid, absorbed, or reimbursed by the Adviser, for a period not to exceed three years from the date on which such expense is incurred by the Adviser (“Excess Other Expenses”) and to reimburse the Adviser in the amount of such Excess Other Expenses as promptly as possible, on a monthly basis, but only to the extent that such reimbursement does not cause the Fund’s Other Expenses for the fiscal year in which such month occurs to exceed the Expense Limitation. For the avoidance of doubt, if, at the end of any fiscal year in which the Fund has reimbursed the Adviser for any Excess Other Expenses, the Fund’s Other Expenses for such fiscal year exceed the Expense Limitation, the Adviser shall promptly pay the Fund an amount equal to the lesser of (i) the amount by which the Fund’s Other Expenses for such fiscal year exceed the Expense Limitation and (ii) the amount of reimbursements for Excess Other Expenses paid by the Fund to the Adviser in such fiscal year. Any payment by the Adviser to the Fund pursuant to the foregoing sentence shall be subject to later reimbursement by the Fund in accordance with this Section 4. Any reimbursement to be paid by the Fund to the Adviser pursuant to The Adviser’s obligations under this Section 4 following the shall survive termination of this Amended and Restated Letter Agreement shall be subject to the approval of the Fund’s board of trusteesletter agreement.

Excess Expenses. In consideration of the Adviser’s 's agreement to limit the Fund’s Other Expenses as provided herein, the Fund Trust agrees to carry forward the amount of Other the foregone fees and Ordinary Operating Expenses paid, absorbed, absorbed or reimbursed by the AdviserAdviser (other than organizational and initial offering expenses, which are those expenses incurred by the Trust in order to permit the Trust to be declared effective by the Securities and Exchange Commission and to commence operations ) (the "Excess Expenses" ), for a period not to exceed three years from the date on which such expense is fees are foregone or expenses are incurred by the Adviser (“Excess Other Expenses”) and the "Recoupment Period" ). The Adviser shall be entitled to reimburse recoup from the Adviser in Trust the amount of such Excess Other Expenses as promptly as possible, on a monthly basis, but only during the Recoupment Period to the extent that such reimbursement recoupment does not cause the Fund’s Other Trust's Ordinary Operating Expenses for the fiscal year in which such month occurs plus recoupment to exceed the Expense LimitationLimitation in effect at the time the expenses were paid or waived or any Expense Limitation in effect at the time of recoupment. For the avoidance of doubt, if, at the end of any fiscal year the Recoupment Period in which the Fund Adviser has reimbursed recouped from the Adviser for Trust any Excess Other Expenses, the Fund’s Other Trust's Ordinary Operating Expenses for the Recoupment Period exceed the Expense Limitation in effect at the time the expenses were paid or waived or any Expense Limitation in effect at the time of recoupment, the Adviser shall promptly pay the Trust an amount equal to the lesser of: (i) the amount by which the Trust's Ordinary Operating Expenses for such fiscal year exceed the Expense Limitation, the Adviser shall promptly pay the Fund an amount equal to the lesser of (i) the amount by which the Fund’s Other Expenses for such fiscal year exceed the Expense Limitation ; and (ii) the amount of reimbursements recouped by the Adviser for Excess Other Expenses paid by the Fund to the Adviser in such fiscal year. Any payment by the Adviser to the Fund Trust pursuant to the foregoing sentence shall be subject to later reimbursement recoupment by the Fund Adviser in accordance with this Section 4. Any reimbursement to be paid by the Fund to the Adviser pursuant to The Adviser's obligations under this Section 4 following the shall survive termination of this Amended and Restated Letter Agreement shall be subject to the approval of the Fund’s board of trusteesAgreement.