Common use of Expense Limitation Clause in Contracts

Expense Limitation. The Adviser agrees that if the total expenses of any Fund (exclusive of interest, taxes, brokerage expenses, distribution expenses, extraordinary items and any other items allowed to be excluded by applicable state law) for any fiscal year of the Trust exceed the lowest expense limitation imposed in any jurisdiction in which that Fund is then making sales of its shares or in which its shares are then qualified for sale, the Adviser will pay or reimburse such Fund for that excess up to the amount of its advisory fee payable with respect to that Fund during that fiscal year. The amount of the monthly advisory fee payable under Paragraph 4 hereof shall be reduced to the extent that the monthly expenses of that Fund, on an annualized basis, would exceed the foregoing limitation. At the end of each fiscal year of the Trust, if the aggregate annual expenses chargeable to any Fund for that year exceed the foregoing limitation based upon the average of the monthly average net asset value of that Fund for the year, the Adviser will promptly reimburse that Fund for the amount of such excess to the extent not already reimbursed by reduction of the monthly advisory fee. In the event that such expenses are within the foregoing limitation, the Trust shall be obligated to pay the Adviser excess amounts previously withheld from the advisory fee during that fiscal year, provided that the amount of such payment would not exceed the foregoing limitation. In the event that this Agreement (i) is terminated with respect to any one or more Funds as of a date other than the last day of the fiscal year of the Trust or (ii) commences with respect to one or more Funds as of a date other than the first day of the fiscal year of the Trust, then the expenses of such Fund or Funds shall be annualized and the Adviser shall pay to, or receive from, the applicable Fund or Funds a pro rata portion of the amount that the Adviser would have been required to pay or would have received, if any, had this Agreement remained in effect with respect to such Fund or Funds for the full fiscal year.

Expense Limitation. The Adviser Manager agrees that if the total expenses of any Fund (exclusive of interest, taxes, payments to fund certain distribution expenses pursuant to the Trust's 12b-1 Distribution Plan, brokerage expenses, distribution expenses, expenses and extraordinary items and any other items allowed to be excluded by applicable state lawsuch as litigation expenses) for any fiscal year of the Trust exceed the lowest expense limitation imposed in any jurisdiction in which that Fund is then making sales of its shares or in which its shares are then qualified for sale, if any, the Adviser Manager will pay or reimburse such Fund for that excess up to the amount of its advisory fee fees payable with respect to that Fund during that fiscal year. The amount of the monthly advisory fee payable by any Fund under Paragraph paragraph 4 hereof shall be reduced to the extent that the monthly expenses of that Fund, on an annualized basis, would exceed the foregoing limitation. At the end of each fiscal year of the Trust, if the aggregate annual expenses chargeable to any Fund for that year exceed the foregoing limitation based upon the average of the monthly average net asset value of that Fund for the year, the Adviser Manager will promptly reimburse that Fund for the amount of such excess to the extent not already reimbursed by reduction of the monthly advisory fee. In the event that , but if such expenses are within the foregoing limitation, the Trust shall be obligated to pay the Adviser any excess amounts amount previously withheld from the monthly advisory fee during that fiscal year, provided that year will be promptly paid over to the amount of such payment would not exceed the foregoing limitationManager. In the event that this Agreement (i) is terminated with respect to any one or more Funds as of a date other than the last day of the fiscal year of the Trust or (ii) commences with respect to one or more Funds as of a date other than the first day of the fiscal year of the Trust, then the expenses of such Fund or Funds shall be annualized and the Adviser Manager shall pay to, or receive from, the applicable Fund or Funds a pro rata portion of the amount that the Adviser Manager would have been required to pay or would have receivedbeen entitled to receive, if any, had this Agreement remained been in effect with respect to such Fund or Funds for the full fiscal year.

Expense Limitation. The Adviser agrees that if the total expenses of any Fund Portfolio (exclusive of interest, taxes, brokerage expenses, distribution expenses, extraordinary items and any other items allowed to be excluded by applicable state law) for any fiscal year of the Trust exceed the lowest expense limitation validly imposed in any jurisdiction in which that Fund Portfolio is then making sales of its shares or in which its shares are then qualified for sale, the Adviser will pay or reimburse such Fund Portfolio for that excess up to the amount of its advisory fee payable with respect to that Fund Portfolio during that fiscal year. The amount of the monthly advisory fee payable under Paragraph 4 hereof shall be reduced to the extent that the monthly expenses of that FundPortfolio, on an annualized basis, would exceed the foregoing limitation. At the end of each fiscal year of the Trust, if the aggregate annual expenses chargeable to any Fund Portfolio for that year exceed the foregoing limitation based upon the average of the monthly average net asset value of that Fund Portfolio for the year, the Adviser will promptly reimburse that Fund Portfolio for the amount of such excess to the extent not already reimbursed by reduction of the monthly advisory fee. In the event that , but if such expenses are within the foregoing limitation, the Trust shall be obligated to pay the Adviser any excess amounts amount previously withheld from the advisory fee during that fiscal year, provided that year will be promptly paid over to the amount of such payment would not exceed the foregoing limitationAdviser. In the event that this Agreement (i) is terminated with respect to any one or more Funds Portfolios as of a date other than the last day of the fiscal year of the Trust or (ii) commences with respect to one or more Funds Portfolios as of a date other than the first day of the fiscal year of the Trust, then the expenses of such Fund Portfolio or Funds Portfolios shall be annualized and the Adviser shall pay to, or receive from, the applicable Fund Portfolio or Funds Portfolios a pro rata portion of the amount that the Adviser would have been required to pay or would have received, if any, had this Agreement remained in effect with respect to such Fund Portfolio or Funds Portfolios for the full fiscal year.

Expense Limitation. The Adviser Manager agrees that if the total expenses of any Fund (exclusive of interest, taxes, brokerage expenses, distribution expenses, expenses and extraordinary items and any other items allowed to be excluded by applicable state lawsuch as litigation expenses) for any fiscal year of the Trust exceed the lowest expense limitation imposed in any jurisdiction in which that Fund is then making sales of its shares or in which its shares are then qualified for sale, if any, the Adviser Manager will pay or reimburse such Fund for that excess up to the amount of its advisory fee fees payable with respect to that Fund during that fiscal year. The amount of the monthly advisory fee payable by any Fund under Paragraph paragraph 4 hereof shall be reduced to the extent that the monthly expenses of that Fund, on an annualized basis, would exceed the foregoing limitation. At the end of each fiscal year of the Trust, if the aggregate annual expenses chargeable to any Fund for that year exceed the foregoing limitation based upon the average of the monthly average net asset value of that Fund for the year, the Adviser Manager will promptly reimburse that Fund for the amount of such excess to the extent not already reimbursed by reduction of the monthly advisory fee. In the event that , but if such expenses are within the foregoing limitation, the Trust shall be obligated to pay the Adviser any excess amounts amount previously withheld from the monthly advisory fee during that fiscal year, provided that year will be promptly paid over to the amount of such payment would not exceed the foregoing limitationManager. In the event that this Agreement (i) is terminated with respect to any one or more Funds as of a date other than the last day of the fiscal year of the Trust or (ii) commences with respect to one or more Funds as of a date other than the first day of the fiscal year of the Trust, then the expenses of such Fund or Funds shall be annualized and the Adviser Manager shall pay to, or receive from, the applicable Fund or Funds a pro rata portion of the amount that the Adviser Manager would have been required to pay or would have receivedbeen entitled to receive, if any, had this Agreement remained been in effect with respect to such Fund or Funds for the full fiscal year.

Expense Limitation. The Adviser Manager agrees that if the total expenses of any Fund (exclusive of interest, taxes, payments to fund certain distribution expenses pursuant to the Trust's 12b-1 Distribution Plan, brokerage expenses, distribution expenses, expenses and extraordinary items and any other items allowed to be excluded by applicable state lawsuch as litigation expenses) for any fiscal year of the Trust exceed the lowest expense limitation imposed in any jurisdiction in which that Fund is then making sales of its shares or in which its shares are then qualified for sale, if any, the Adviser Manager will pay or reimburse such Fund for that excess up to the amount of its advisory fee fees payable with respect to that Fund during that fiscal year. The amount of the monthly advisory fee payable by any Fund under Paragraph paragraph 4 hereof shall be reduced to the extent that the monthly expenses of that Fund, on an annualized basis, would exceed the foregoing limitation. At the end of each fiscal year of the Trust, if the aggregate annual expenses chargeable to any Fund for that year exceed the foregoing limitation based upon the average of the monthly average net asset value values of that Fund for the year, the Adviser Manager will promptly reimburse that Fund for the amount of such excess to the extent not already reimbursed by reduction of the monthly advisory fee. In the event that , but if such expenses are within the foregoing limitation, the Trust shall be obligated to pay the Adviser any excess amounts amount previously withheld from the monthly advisory fee during that fiscal year, provided that year will be promptly paid over to the amount of such payment would not exceed the foregoing limitationManager. In the event that this Agreement (i) is terminated with respect to any one or more Funds as of a date other than the last day of the fiscal year of the Trust or (ii) commences with respect to one or more Funds as of a date other than the first day of the fiscal year of the Trust, then the expenses of such Fund or Funds shall be annualized and the Adviser Manager shall pay to, or receive from, the applicable Fund or Funds a pro rata portion of the amount that the Adviser Manager would have been required to pay or would have receivedbeen entitled to receive, if any, had this Agreement remained been in effect with respect to such Fund or Funds for the full fiscal year.

Expense Limitation. The Adviser agrees that if For the total period May 1, 2017 through April 30, 2018 in the event the operating expenses of any the Fund (exclusive of intereston an accrual basis, taxesincluding all investment advisory, brokerage expensesmanagement and administrative fees, distribution expenses, extraordinary items and any other items allowed to be excluded by applicable state law) for any fiscal year of the Trust Fund during which the Advisory Agreement is in effect exceed 2.24% and 1.99% of the lowest expense limitation imposed in any jurisdiction in which that average daily net assets of the Fund is then making sales of for its shares or in which its shares are then qualified for saleInvestor Class Shares and Institutional Class Shares, respectively, the Adviser will pay or shall reimburse such the Fund for that excess up to 100% of such excess; provided, however, there shall be excluded from such expenses the amount of its advisory fee any interest, taxes, brokerage commissions, and extraordinary expenses (including but not limited to legal claims and liabilities and litigation costs and any indemnification related thereto) paid or payable with respect by the Fund; provided further, however that fees and expenses relating to that Fund during that fiscal year. The amount meetings of the monthly advisory fee payable under Paragraph 4 hereof Fund’s shareholders and related proxy solicitation shall not be reduced deemed to be extraordinary. For the extent that period October 1, 2005 through April 30, 2017 in the monthly event the operating expenses of that Fund, the Investor Class Shares of the Fund on an annualized accrual basis, would exceed the foregoing limitation. At the end of each including all investment advisory, management and administrative fees, for any fiscal year of the Trust, if Fund during which the aggregate annual expenses chargeable to any Fund for that year Advisory Agreement is in effect exceed the foregoing limitation based upon the average 2.49% of the monthly Investor Class Shares’ average daily net asset value of that Fund for the yearassets, the Adviser will promptly shall reimburse that the Fund for 100% of such excess; provided, however, there shall be excluded from such expenses the amount of such excess any interest, taxes, brokerage commissions, and extraordinary expenses (including but not limited to legal claims and liabilities and litigation costs and any indemnification related thereto) paid or payable by the extent not already reimbursed by reduction Fund; provided further, however that fees and expenses relating to meetings of the monthly advisory feeFund’s shareholders and related proxy solicitation shall not be deemed to be extraordinary. In the event that such expenses are within the foregoing limitation, the Trust shall be obligated to pay the Adviser excess amounts previously withheld from the advisory fee during that fiscal year, provided that the amount of such payment would not exceed the foregoing limitation. In the event that this Agreement (i) is terminated with respect to any one or more Funds as of a date other than the last day of the fiscal year of the Trust or (ii) commences with respect to one or more Funds as of a date other than the first day of the fiscal year of the Trust, then the expenses of such Fund or Funds shall be annualized and the Adviser shall pay to, or receive from, the applicable Fund or Funds a pro rata portion of the amount that the Adviser would have been required to pay or would have receivedSuch reimbursement, if any, had shall be computed and accrued daily, shall be settled on a monthly basis and shall be based upon the expenses and average net assets computed through the last business day of the month. As of the end of the Fund’s fiscal year, however, the aggregate amount of reimbursements, if any, by the Adviser to the Fund in excess of the amount necessary to limit the operating expenses on an annual basis to said expense limitations shall be refunded to the Adviser. If this Agreement remained is in effect with respect during only part of a fiscal year, the expenses of the Fund during such part of the year shall be annualized for purposes of applying the foregoing expense limitation. Notwithstanding anything in the foregoing to such the contrary, the Adviser shall not be obligated to reimburse the Fund or Funds in an amount exceeding its investment advisory and management fee for the full fiscal yearperiod, except to the extent required by applicable law.

Expense Limitation. The Adviser agrees that if For the total period May 1, 2018 through April 30, 2019, in the event the operating expenses of any the Fund (exclusive of intereston an accrual basis, taxesincluding all investment advisory, brokerage expensesmanagement and administrative fees, distribution expenses, extraordinary items and any other items allowed to be excluded by applicable state law) for any fiscal year of the Trust Fund during which the Advisory Agreement is in effect exceed 1.55% and 1.30% of the lowest expense limitation imposed in any jurisdiction in which that average daily net assets of the Fund is then making sales of for its shares or in which its shares are then qualified for saleInvestor Class Shares and Institutional Class Shares, respectively, the Adviser will pay or shall reimburse such the Fund for that excess up to 100% of such excess; provided, however, there shall be excluded from such expenses the amount of its advisory fee any interest, taxes, brokerage commissions, and extraordinary expenses (including but not limited to legal claims and liabilities and litigation costs and any indemnification related thereto) paid or payable with respect by the Fund; provided further, however that fees and expenses relating to that Fund during that fiscal year. The amount meetings of the monthly advisory fee payable under Paragraph 4 hereof Fund’s shareholders and related proxy solicitation shall not be reduced deemed to be extraordinary. For the extent that period October 1, 2017 through April 30, 2018, in the monthly event the operating expenses of that Fund, the Institutional Class Shares of the Fund on an annualized accrual basis, would exceed the foregoing limitation. At the end of each including all investment advisory, management and administrative fees, for any fiscal year of the Trust, if Fund during which the aggregate annual expenses chargeable to any Fund for that year Advisory Agreement is in effect exceed the foregoing limitation based upon the average 1.30% of the monthly Fund’s average daily net asset value of that Fund for the yearassets, the Adviser will promptly shall reimburse that the Fund for 100% of such excess; provided, however, there shall be excluded from such expenses the amount of such excess any interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses (including but not limited to legal claims and liabilities and litigation costs and any indemnification related thereto) paid or payable by the extent not already reimbursed by reduction Fund; provided further, however that fees and expenses relating to meetings of the monthly advisory feeFund’s shareholders and related proxy solicitation shall not be deemed to be extraordinary. In the event that such expenses are within the foregoing limitation, the Trust shall be obligated to pay the Adviser excess amounts previously withheld from the advisory fee during that fiscal year, provided that the amount of such payment would not exceed the foregoing limitation. In the event that this Agreement (i) is terminated with respect to any one or more Funds as of a date other than the last day of the fiscal year of the Trust or (ii) commences with respect to one or more Funds as of a date other than the first day of the fiscal year of the Trust, then the expenses of such Fund or Funds shall be annualized and the Adviser shall pay to, or receive from, the applicable Fund or Funds a pro rata portion of the amount that the Adviser would have been required to pay or would have receivedSuch reimbursement, if any, had shall be computed and accrued daily, shall be settled on a monthly basis and shall be based upon the expenses and average net assets computed through the last business day of the month. As of the end of the Fund’s fiscal year, however, the aggregate amount of reimbursements, if any, by the Adviser to the Fund in excess of the amount necessary to limit the operating expenses on an annual basis to said expense limitation shall be refunded to the Adviser. If this Agreement remained is in effect with respect during only part of a fiscal year, the expenses of the Fund during such part of the year shall be annualized for purposes of applying the foregoing expense limitation. Notwithstanding anything in the foregoing to such the contrary, the Adviser shall not be obligated to reimburse the Fund or Funds in an amount exceeding its investment advisory and management fee for the full fiscal yearperiod, except to the extent required by applicable law.

Expense Limitation. The Adviser Investment Manager agrees that if the total expenses of any the Fund (exclusive of interest, taxes, brokerage expenses, distribution expenses, expenses and extraordinary items and any other items allowed to be excluded by applicable state lawsuch as litigation expenses) for any fiscal year of the Trust Fund exceed the lowest expense limitation imposed in any jurisdiction in which that the Fund is then making sales of its shares or in which its shares are then qualified for sale, if any, the Adviser Investment Manager will pay or reimburse such the Fund for that excess up to the amount of its advisory fee fees payable with respect to that the Fund during that fiscal year. The amount of the monthly advisory fee payable by the Fund under Paragraph Article 4 hereof shall be reduced to the extent that the monthly expenses of that the Fund, on an annualized basis, would exceed the foregoing limitation. At the end of each fiscal year of the TrustFund, if the aggregate annual expenses chargeable to any the Fund for that year exceed the foregoing limitation based upon the average of the monthly average net asset value of that the Fund for the year, the Adviser Investment Manager will promptly reimburse that the Fund for the amount of such excess to the extent not already reimbursed by reduction of the monthly advisory fee. In the event that , but if such expenses are within the foregoing limitation, the Trust shall be obligated to pay the Adviser any excess amounts amount previously withheld from the monthly advisory fee during that fiscal year, provided that year will be promptly paid over to the amount of such payment would not exceed the foregoing limitationInvestment Manager. In the event that this Agreement (i) is terminated with respect to any one or more Funds as of a date other than the last day of the fiscal year of the Trust Fund or (ii) commences with respect to one or more Funds as of a date other than the first day of the fiscal year of the TrustFund, then the expenses of such the Fund or Funds shall be annualized and the Adviser Investment Manager shall pay to, or receive from, the applicable Fund or Funds a pro rata portion of the amount that the Adviser Investment Manager would have been required to pay or would have receivedbeen entitled to receive, if any, had this Agreement remained been in effect with respect to such the Fund or Funds for the full fiscal year.

Expense Limitation. The Adviser agrees that if In the total event the operating expenses of a particular Portfolio of the Fund, including all investment advisory and administrative fees with respect to such portfolio, for any Fund fiscal year (exclusive pro rated appropriately in the event that the first fiscal year of such Portfolio is for less than 12 calendar months) ending on a date of which this Agreement is in effect exceed either (i) the expense limitations applicable to such Portfolio imposed by the securities laws or regulations thereunder of any state in which the Fund's Shares are qualified for sale, as such limitations may be raised or lowered from time to time, or (ii) (a) 1.5% of the Portfolio's average daily net assets in the case of the Growth Portfolio and the Income Portfolio, (b) 1% in the case of the Money Market Portfolio, and (c) .75 of 1% in the case of the CorePortfolio Portfolio, the Adviser shall reduce its investment advisory fee to the extent of its share of such excess expenses and, if required, pursuant to any such laws or regulations, will reimburse the Portfolio for its share of annual operating expenses (as appropriately pro rated) in excess of any expense limitation that may be applicable; provided, however, there shall be excluded from such expenses the amount of any interest, taxes, brokerage expensescommission, distribution expensesand extraordinary expenses (including, extraordinary items but not limited to, legal claims and liability and litigation costs and any other items allowed indemnification related thereto) paid or payable by the Fund and allocable to be excluded by applicable state law) for any fiscal year of the Trust exceed the lowest expense limitation imposed in any jurisdiction in which that Fund is then making sales of its shares or in which its shares are then qualified for sale, the Adviser will pay or reimburse such Fund for that excess up to the amount of its advisory fee payable with respect to that Fund during that fiscal yearPortfolio. The amount of the monthly advisory fee payable under Paragraph 4 hereof shall be reduced to the extent that the monthly expenses of that Fund, on an annualized basis, would exceed the foregoing limitation. At the end of each fiscal year of the Trust, if the aggregate annual expenses chargeable to any Fund for that year exceed the foregoing limitation based upon the average of the monthly average net asset value of that Fund for the year, the Adviser will promptly reimburse that Fund for the amount of such excess to the extent not already reimbursed by reduction of the monthly advisory fee. In the event that such expenses are within the foregoing limitation, the Trust shall be obligated to pay the Adviser excess amounts previously withheld from the advisory fee during that fiscal year, provided that the amount of such payment would not exceed the foregoing limitation. In the event that this Agreement (i) is terminated with respect to any one or more Funds as of a date other than the last day of the fiscal year of the Trust or (ii) commences with respect to one or more Funds as of a date other than the first day of the fiscal year of the Trust, then the expenses of such Fund or Funds shall be annualized and the Adviser shall pay to, or receive from, the applicable Fund or Funds a pro rata portion of the amount that the Adviser would have been required to pay or would have receivedSuch reduction, if any, had this shall be computed and accrued daily, shall be settled on a monthly basis and shall be based upon the expense limitation applicable to the Portfolio as of the end of the last business day of the month. Should two or more such expense limitations be applicable as of the end of the last business day of the month, the expense limitation which results in the larger reduction in the Adviser's fees shall be applicable." 5. Except as specifically amended herein, the Agreement remained shall remain in full force and effect. This Amendment shall not limit the rights of the parties to the Agreement and the parties hereto acknowledge the binding effect with respect to such Fund or Funds for of the full fiscal yearAgreement.

Expense Limitation. The Adviser Investment Manger agrees that if the total expenses of any the Fund (exclusive of interest, taxes, brokerage expenses, distribution expenses, expenses and extraordinary items and any other items allowed to be excluded by applicable state lawsuch as litigation expenses) for any fiscal year of the Trust Fund exceed the lowest expense limitation imposed in any jurisdiction in which that the Fund is then making sales of its shares or in which its shares are then qualified for sale, if any, the Adviser Investment Manager will pay or reimburse such the Fund for that excess up to the amount of its advisory fee fees payable with respect to that the Fund during that fiscal year. The amount of the monthly advisory fee payable by the Fund under Paragraph Article 4 hereof shall be reduced to the extent that the monthly expenses of that the Fund, on an annualized basis, would exceed the foregoing limitation. At the end of each fiscal year of the TrustFund, if the aggregate annual expenses chargeable to any the Fund for that year exceed the foregoing limitation based upon the average of the monthly average net asset value of that the Fund for the year, the Adviser Investment Manager will promptly reimburse that the Fund for the amount of such excess to the extent not already reimbursed by reduction of the monthly advisory fee. In the event that , but if such expenses are within the foregoing limitation, the Trust shall be obligated to pay the Adviser any excess amounts amount previously withheld from the monthly advisory fee during that fiscal year, provided that year will be promptly paid over to the amount of such payment would not exceed the foregoing limitationInvestment Manager. In the event that this Agreement (i) is terminated with respect to any one or more Funds as of a date other than the last day of the fiscal year of the Trust Fund or (ii) commences with respect to one or more Funds as of a date other than the first day of the fiscal year of the TrustFund, then the expenses of such the Fund or Funds shall be annualized and the Adviser Investment Manager shall pay to, or receive from, the applicable Fund or Funds a pro rata portion of the amount that the Adviser Investment Manager would have been required to pay or would have receivedbeen entitled to receive, if any, had this Agreement remained been in effect with respect to such the Fund or Funds for the full fiscal year.

Expense Limitation. The Adviser agrees that if In the total event the operating expenses of a Fund, including all investment advisory and management fees, for any fiscal year ending on a date on which this Agreement is in effect exceed the expense limitations applicable to the Fund imposed by the securities laws or regulations thereunder of any state in which the Fund's shares are qualified for sale, as such limitations may be raised or lowered from time to time, the Adviser shall reduce its management fee to the extent of its share of such excess expenses and, if required, pursuant to any such laws or regulations, will reimburse the Fund for any annual operating expenses (exclusive after reductions of all investment advisory and management fees) in excess of any expense limitation that may be applicable; provided, however, there shall be excluded from such expenses the amount of any interest, taxes, brokerage expensescommissions, distribution expenses, and extraordinary items expenses (including but not limited to legal claims and liabilities and litigation costs and any other items allowed to be excluded indemnification related thereto) paid or payable by applicable state law) for any fiscal year of the Trust exceed the lowest expense limitation imposed in any jurisdiction in which that Fund is then making sales of its shares or in which its shares are then qualified for sale, the Adviser will pay or reimburse such Fund for that excess up to the amount of its advisory fee payable with respect to that Fund during that fiscal yearFund. The amount of the monthly advisory fee payable under Paragraph 4 hereof shall be reduced to the extent that the monthly expenses of that Fund, on an annualized basis, would exceed the foregoing limitation. At the end of each fiscal year of the Trust, if the aggregate annual expenses chargeable to any Fund for that year exceed the foregoing limitation based upon the average of the monthly average net asset value of that Fund for the year, the Adviser will promptly reimburse that Fund for the amount of such excess to the extent not already reimbursed by reduction of the monthly advisory fee. In the event that such expenses are within the foregoing limitation, the Trust shall be obligated to pay the Adviser excess amounts previously withheld from the advisory fee during that fiscal year, provided that the amount of such payment would not exceed the foregoing limitation. In the event that this Agreement (i) is terminated with respect to any one or more Funds as of a date other than the last day of the fiscal year of the Trust or (ii) commences with respect to one or more Funds as of a date other than the first day of the fiscal year of the Trust, then the expenses of such Fund or Funds shall be annualized and the Adviser shall pay to, or receive from, the applicable Fund or Funds a pro rata portion of the amount that the Adviser would have been required to pay or would have receivedSuch reduction, if any, had shall be computed and accrued daily, shall be settled on a monthly basis and shall be based upon the expense limitation applicable to the Fund as at the end of the last business day of the month. Should two or more such expense limitations be applicable as at the end of the last business day of the month, that expense limitation which results in the largest reduction in the Adviser's fee shall be applicable. For the purposes of this Agreement remained in effect with respect Paragraph, the Adviser's share of any excess expenses shall be computed by multiplying such excess expenses by a fraction, the numerator of which is the amount of the management fee which would otherwise be payable to the Adviser for such fiscal year were it not for this Paragraph 10 and the denominator of which is the sum of all advisory and management fees which would otherwise be payable by a Fund or Funds were it not for the full fiscal yearexpense limitation provisions of any advisory or management agreement to which the Company is a party.

Expense Limitation. The Adviser Manager agrees that if the total expenses of any Fund (exclusive of interest, taxes, payments to fund certain distribution expenses pursuant to the Trust's Plan of Distribution Pursuant to Rule 12b-1 applicable to the Fund, if any, brokerage expenses, distribution expenses, expenses and extraordinary items and any other items allowed to be excluded by applicable state lawsuch as litigation expenses) for any fiscal year of the Trust exceed the lowest expense limitation imposed in any jurisdiction in which that Fund is then making sales of its shares or in which its shares are then qualified for sale, if any, the Adviser Manager will pay or reimburse such Fund for that excess up to the amount of its advisory fee fees payable with respect to that Fund during that fiscal year. The amount of the monthly advisory fee payable under Paragraph paragraph 4 hereof shall be reduced to the extent that the monthly expenses of that Fund, on an annualized basis, would exceed the foregoing limitation. At the end of each fiscal year of the Trust, if the aggregate annual expenses chargeable to any Fund for that year exceed the foregoing limitation based upon the average of the monthly average net asset value of that Fund for the year, the Adviser Manager will promptly reimburse that Fund for the amount of such excess to the extent not already reimbursed by reduction of the monthly advisory fee. In the event that , but if such expenses are within the foregoing limitation, the Trust shall be obligated to pay the Adviser any excess amounts amount previously withheld from the monthly advisory fee during that fiscal year, provided that year will be promptly paid over to the amount of such payment would not exceed the foregoing limitationManager. In the event that this Agreement (i) is terminated with respect to any one or more Funds as of a date other than the last day of the fiscal year of the Trust or (ii) commences with respect to one or more Funds as of a date other than the first day of the fiscal year of the Trust, then the expenses of such Fund or Funds shall be annualized and the Adviser Manager shall pay to, or receive from, the applicable Fund or Funds a pro rata portion of the amount that the Adviser Manager would have been required to pay or would have receivedbeen entitled to receive, if any, had this Agreement remained been in effect with respect to such Fund or Funds for the full fiscal year.

Expense Limitation. The Adviser Advisor agrees that if the total expenses of any Fund (exclusive of interest, taxes, brokerage expenses, distribution expenses, extraordinary items and any other items allowed to be excluded by applicable state law) for any fiscal year of the Trust exceed the lowest expense limitation imposed in any jurisdiction in which that Fund is then making sales of its shares or in which its shares are then qualified for sale, the Adviser Advisor will pay or reimburse such Fund for that excess up to the amount of its advisory fee payable with respect to that Fund during that fiscal year. The amount of the monthly advisory fee payable under Paragraph 4 hereof shall be reduced to the extent that the monthly expenses of that Fund, on an annualized basis, would exceed the foregoing limitation. At the end of each fiscal year of the Trust, if the aggregate annual expenses chargeable to any Fund for that year exceed the foregoing limitation based upon the average of the monthly average net asset value of that Fund for the year, the Adviser Advisor will promptly reimburse that Fund for the amount of such excess to the extent not already reimbursed by reduction of the monthly advisory fee. In the event that such expenses are within the foregoing limitation, the Trust shall be obligated to pay the Adviser Advisor excess amounts previously withheld from the advisory fee during that fiscal year, provided that the amount of such payment would not exceed the foregoing limitation. In the event that this Agreement (i) is terminated with respect to any one or more Funds as of a date other than the last day of the fiscal year of the Trust or (ii) commences with respect to one or more Funds as of a date other than the first day of the fiscal year of the Trust, then the expenses of such Fund or Funds shall be annualized and the Adviser Advisor shall pay to, or receive from, the applicable Fund or Funds a pro rata portion of the amount that the Adviser Advisor would have been required to pay or would have received, if any, had this Agreement remained in effect with respect to such Fund or Funds for the full fiscal year.

Expense Limitation. The Adviser agrees that if the total expenses of any Fund (exclusive of interest, taxes, brokerage expenses, distribution expenses, expenses and extraordinary items and any other items allowed to be excluded by applicable state lawsuch as litigation expenses) for any fiscal year of the Trust exceed the lowest expense limitation imposed in any jurisdiction in which that Fund is then making sales of its shares or in which its shares are then qualified for sale, if any, the Adviser will pay or reimburse such Fund for that excess up to the amount of its advisory fee fees payable with respect to that Fund during that fiscal year. The amount of the monthly advisory fee payable by any Fund under Paragraph paragraph 4 hereof shall be reduced to the extent that the monthly expenses of that Fund, Fund on an annualized basis, would exceed the foregoing limitation. At the end of each fiscal year of the Trust, if the aggregate annual expenses chargeable to any Fund for that year exceed the foregoing limitation based upon the average of the monthly average net asset value of that Fund for the yearlimitation, the Adviser will promptly reimburse that Fund fund for the amount of such excess to the extent not already reimbursed by reduction of the monthly advisory fee. In the event that , but if such expenses are within the foregoing limitation, the Trust shall be obligated to pay the Adviser any excess amounts amount previously withheld from the monthly advisory fee during that fiscal year, provided that year will be promptly paid over to the amount of such payment would not exceed the foregoing limitationAdviser. In the event that this Agreement (i) is terminated with respect to any one or more Funds as of a date other than the last day of the fiscal year of the Trust or (ii) commences with respect to one or more Funds as of a date other than the first day of the fiscal year of the Trust, then the expenses of such Fund or Funds shall be annualized and the Adviser shall pay to, or receive from, the applicable Fund or Funds a pro rata portion of the amount that the Adviser would have been required to pay or would have receivedbeen entitled to receive, if any, had this Agreement remained been in effect with respect to such Fund or Funds for the full fiscal year.