Common use of INVESTMENT ADVISORY AND MANAGEMENT FEE Clause in Contracts

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s 's obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s 's payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser by a Fund under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation agreement applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the any Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such the Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such the Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The management fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon the Board of Trustees Trustees’ review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser by a Fund under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation agreement applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future paymentsAdviser hereunder. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorManager, and the Advisor Manager agrees to accept, as full compensation for all administrative and investment management and advisory services furnished or provided to such the Fund pursuant to this Agreement, an annual a management fee at the rate as set forth in the Fee Schedule A attached hereto as the Appendix, as may be amended in writing from time to this Agreementtime by the Trust and the Manager. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Manager on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Manager shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee fees payable to the Advisor Manager under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any the most stringent expense limitation applicable to the Fund. (e) Fund imposed by any state in which shares of the Fund are qualified for sale. The Advisor voluntarily Manager may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which that are the responsibility of the a Fund under this Agreement. Any Except as the Manager may otherwise agree with respect to the Fund, any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Manager hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f. Any fee withheld pursuant to this paragraph 8(d) Any such reductions made by from the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement Manager shall be reimbursed by the Fund to the Advisor, if so requested Manager in the first fiscal year or the second fiscal year next succeeding the fiscal year of the withholding to the extent permitted by the Advisor, in subsequent fiscal years applicable state law if the aggregate amount actually paid by the Fund toward the operating expenses for such the next succeeding fiscal year (taking into account the reimbursement) does or second succeeding fiscal year do not exceed the applicable state limitation on Fund expenses. Under or any more restrictive limitation to which the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expensesManager has agreed. (ge) The Advisor Manager may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this AgreementAgreement prior to the time such compensation or reimbursement has accrued as a liability of the Fund. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Manager hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement becomes effective or is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month. In the event the Agreement is terminated, and such fee shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisorrecoupment, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursementrecoupment) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made fees waived and expenses reimbursed in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement recoupment is also contingent upon Board of Trustees review and approval at the time the reimbursement recoupment is mademade and such recoupment must be made in accordance with applicable guidance of the staff of the Securities and Exchange Commission. Such reimbursement recoupment may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the a Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorManager, and the Advisor Manager agrees to accept, as full compensation for all administrative and investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual a management fee at the annual rate set forth in the Fee Schedule A attached hereto as Appendix A, as may be amended in writing from time to this Agreementtime by the Trust and the Manager. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor Manager on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to before the end of any month, the fee to the Advisor Manager shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily Manager may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Manager hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) . Any such reductions made fee withheld pursuant to this paragraph from the Manager shall be reimbursed by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the appropriate Fund to the AdvisorManager in the first, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such second or third (or any combination thereof) fiscal year (taking into account next succeeding the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over reduction to the following three fiscal yearsextent approved by the Trust’s disinterested Trustees. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement The Manager may not be paid request or receive reimbursement for prior to the reductions or reimbursements before payment of a Fund’s payment of operating expenses for the current ordinary operating expensesyear and cannot cause a Fund to exceed any more restrictive limitation to which the Manager has agreed in making such reimbursement. (ge) The Advisor Manager may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this AgreementAgreement prior to the time such compensation or reimbursement has accrued as a liability of the Fund. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Manager hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual a management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser by a Fund under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the any Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the a Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the a Fund over the following three fiscal years. year periods shown in Appendix A. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorManager, and the Advisor Manager agrees to accept, as full compensation for all administrative and investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual a management fee at the rate as set forth in the Fee Schedule A attached hereto as Appendix B, as may be amended in writing from time to this Agreementtime by the Trust and the Manager. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor on the first business day of the succeeding monthManager upon its request. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Manager shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily Manager may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Manager hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any . To the extent such reductions made an expense limitation has been agreed to by the Advisor Manager and such limit has been disclosed to shareholders of a Fund in its fees or payment of expenses which are a prospectus, the Fund’s obligation are subject Manager may not change the limitation without first disclosing the change in an updated prospectus. Any fee withheld pursuant to reimbursement this paragraph from the Manager shall be reimbursed by the appropriate Fund to the AdvisorManager in the first, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such second or third (or any combination thereof) fiscal year (taking into account next succeeding the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over withholding if the following three aggregate expenses for the next succeeding fiscal yearsyear or second succeeding fiscal year or third succeeding fiscal year do not exceed any more restrictive limitation to which the Manager has agreed. Any such The Manager generally may request and receive reimbursement is also contingent upon Board of Trustees review for the oldest reductions and approval at time waivers before payment for fees and expenses for the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expensesyear. (ge) The Advisor Manager may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this AgreementAgreement prior to the time such compensation or reimbursement has accrued as a liability of the Fund. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Manager hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser by a Fund under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the any Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor by a Fund under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the any Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the a Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the a Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund Company shall pay to the AdvisorManager, and the Advisor Manager agrees to accept, as full compensation for all administrative and investment management and advisory services furnished or provided to such Fund the Company pursuant to this Agreement, a management fee, computed and paid monthly at an annual management fee at rate of 1.25% of the rate set forth in Schedule A to this Agreementtotal assets of the Company for such month. (b) The management fee shall Total assets for each monthly period will be accrued daily determined by averaging the Fund and paid to total assets at the Advisor on last business day of that month with the first total assets at the last business day of the succeeding prior month (or as of the commencement of operations for the initial period if a partial month). The Company’s total assets shall be equal to the Company’s average monthly gross asset value (which includes assets attributable to or proceeds from the Company’s use of preferred stock, commercial paper or notes issuances and other borrowings), minus the sum of the Company’s accrued and unpaid dividends on any outstanding common stock and accrued and unpaid dividends on any outstanding preferred stock and accrued liabilities (other than liabilities associated with borrowing or leverage by the Company and any accrued taxes). Liabilities associated with borrowing or leverage by the Company include the principal amount of any borrowings, commercial paper or notes issued by the Company, the liquidation preference of any outstanding preferred stock, and other liabilities from other forms of borrowing or leverage such as short positions and put or call options held or written by the Company. (c) The initial management fee under this Agreement shall may be payable on amended in writing from time to time by the first business day of Company and the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of terminationManager. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily Manager may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund Company under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Manager hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) . Any such reductions made fee withheld pursuant to this paragraph from the Manager shall be reimbursed by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund Company to the AdvisorManager in the first, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such second or third (or any combination thereof) fiscal year (taking into account next succeeding the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over reduction to the following three fiscal yearsextent approved by the Company’s disinterested directors. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement The Manager may not be paid request or receive reimbursement for prior to the Fund’s reductions or reimbursements before payment of the Company’s operating expenses for the current ordinary operating expensesyear and cannot cause the Company to exceed any more restrictive limitation to which the Manager has agreed in making such reimbursement. (ge) The Advisor Manager may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this AgreementAgreement prior to the time such compensation or reimbursement has accrued as a liability of the Company. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Manager hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the The Advisor is permitted to be reimbursed only for fee reductions and expense limitation agreement, the Advisor may recoup reimbursements payments made in any the previous three fiscal years, but is permitted to look back five years and four years, respectively, during the initial six years and seventh year of the Fund over the following three fiscal yearsFund’s operations. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the a Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the a Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the a Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the a Fund’s payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such the Fund pursuant to this Agreement, an annual management fee at equal to the rate set forth amount specified in Schedule Appendix A to this Agreement, computed on the value of the net assets of the Fund as of the close of business each day. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s 's obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the The Advisor is permitted to be reimbursed only for fee reductions and expense limitation agreement, the Advisor may recoup reimbursements payments made in any the previous three fiscal years, but is permitted to look back five years and four years, respectively, during the initial six years and seventh year of the Fund over the following three fiscal yearsFund's operations. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s 's payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s 's obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any the Fund's first fiscal year in any of the Fund five succeeding fiscal years, reimbursements made in the Fund's second fiscal year in any of the four succeeding fiscal years, and reimbursements in any subsequent fiscal year over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s 's payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the a Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the a Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the a Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the a Fund’s payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the each Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the each Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the each Fund’s obligation are subject to reimbursement by the each Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the a Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the each Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the a Fund and as required under any expense limitation applicable to the FundFunds. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund Funds under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the a Fund’s obligation are subject to reimbursement by the such Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the such Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund that Fund’s expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the a Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the a Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such the Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial management fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth belowmonth. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination.. CHICAGO/#2302517.2 (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund Funds shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all services furnished or provided to such Fund Funds pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund Funds and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund Funds and as required under any expense limitation applicable to the FundFunds. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund Funds under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s Funds’ obligation are subject to reimbursement by the Fund Funds to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund Funds toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund Funds over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s Funds’ payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser by a Fund under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the any Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the a Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the a Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement becomes effective or is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month. In the event the Agreement is terminated, and such fee shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisorrecoupment, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal yearsAdviser. Any such reimbursement recoupment is also contingent upon Board of Trustees review and approval at the time the reimbursement recoupment is mademade and such recoupment must be made in accordance with any existing operating expenses limitation agreement between the Adviser, on behalf of one or more of the Funds, and the Trust, as well as applicable guidance of the staff of the U.S. Securities and Exchange Commission. Such reimbursement recoupment may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such the Fund pursuant to this Agreement, an annual management fee at a rate of 1.25% of the rate set forth in Schedule A to this AgreementFund’s average daily net assets. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years within the following 36 months from the date of the management fee reduction and expense payment if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does will not cause the Fund to exceed the applicable limitation on Fund expenses. Under lesser of (1) the expense limitation agreement, in place at the Advisor may recoup reimbursements made in any fiscal year time of the Fund over management fee reduction and expense payment; or (2) the following three fiscal yearsexpense limitation in place at the time of the reimbursement. Any such reimbursement is also contingent upon Board of Trustees the Board’s review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in any subsequent fiscal years month in the three year period from the date of the management fee reduction and expense payment if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does will not cause the Fund to exceed the applicable limitation on Fund expenses. Under lesser of: (1) the expense limitation agreement, in place at the Advisor may recoup reimbursements made in any fiscal year time of the Fund over management fee reduction and expense payment; or (2) the following three fiscal yearsexpense limitation in place at the time of the reimbursement. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement becomes effective or is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month. In the event the Agreement is terminated, and such fee shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisorrecoupment, if so requested by the AdvisorAdviser, in subsequent fiscal years if provided the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursementrecoupment) does not exceed the applicable limitation on Fund expensesannual limits. Under the expense limitation agreement, the Advisor The Adviser may recoup reimbursements made fees waived and expenses reimbursed in any fiscal year of the Fund over the following for three fiscal yearsyears from the date on which the fee waiver or expense reimbursement occurred. Any such reimbursement recoupment is also contingent upon Board of Trustees review and approval at the time the reimbursement recoupment is mademade and such recoupment must be made in accordance with applicable guidance of the staff of the Securities and Exchange Commission. Such reimbursement recoupment may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the The Advisor is permitted to be reimbursed only for fee reductions and expense limitation agreement, the Advisor may recoup reimbursements payments made in any the previous three fiscal years, but is permitted to look back five years and four years, respectively, during the initial six years and seventh year of the Fund over the following three fiscal yearsFund’s operations. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at equal to 1.00% of the rate set forth in Schedule A to this AgreementFund's daily net assets, computed on the value of the net assets of the Fund as of the close of business each day. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor on or before the first tenth business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on or before the first tenth business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made fee withheld or voluntarily reduced and any Fund expense absorbed by the Advisor in its fees voluntarily or payment of expenses which are the Fund’s obligation are subject pursuant to reimbursement an agreed upon expense cap shall be reimbursed by the Fund to the Advisor, if so requested by the Advisor, in subsequent the first, second or third (or any combination thereof) fiscal years year next succeeding the fiscal year of the withholding, reduction or absorption if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does do not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s 's payment of current ordinary operating expenses if so requested by the Advisor even if such practice may require the Advisor to waive, reduce or absorb current Fund expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) All of the assets of Fund shall be maintained in the Fund. All assets of the Fund shall be used for Investment Advisory and Management Fee calculation purposes. (b) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such the Fund pursuant to this Agreement, an annual management fee at or 0.70%, computed on the rate set forth in Schedule A to this Agreementvalue of the net assets of the Fund as of the close of business each day. (bc) The management fee shall be accrued daily by the Fund monthly and be paid to the Advisor on at the first business day end of the succeeding each month. (cd) The initial management fee under this Agreement shall be payable on after the first business day end of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the management fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (de) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (ef) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (fg) Any such reductions made fee withheld or voluntarily reduced and any Fund expense absorbed by the Advisor in its fees voluntarily or payment of expenses which are the Fund’s obligation are subject pursuant to reimbursement an agreed upon expense cap or under this Agreement, shall be reimbursed by the Fund to the Advisor, if so requested by the Advisor, in subsequent the first, second or third (or any combination thereof) fiscal years year next succeeding the fiscal year of the withholding, reduction or absorption if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does do not exceed the applicable limitation on Fund the Funds’ expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s Funds’ payment of current ordinary operating expenses if so requested by the Advisor even if such practice may require the Advisor to waive, reduce or absorb current Fund expenses. (gh) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) Substantially all of the assets of the Funds shall be maintained in the Master Fund. If assets are held in one of the other Funds, they shall be included as total assets in the Master Fund for Investment Advisory and Management Fee calculation purposes. (b) The Fund Funds shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund the Funds pursuant to this Agreement, an annual management fee at or 0.75%, computed on the rate set forth in Schedule A to this Agreementvalue of the net assets of the Funds as of the close of business each day. (bc) The management fee shall be accrued daily by the Fund and paid to the Advisor on or before the first tenth business day of the succeeding month. (cd) The initial management fee under this Agreement shall be payable on or before the first tenth business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the management fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (de) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund Funds and as required under any expense limitation applicable to the FundFunds. (ef) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund Funds under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (fg) Any such reductions made fee withheld or voluntarily reduced and any Fund expense absorbed by the Advisor in its fees voluntarily or payment of expenses which are the Fund’s obligation are subject pursuant to reimbursement an agreed upon expense cap or under this Agreement, shall be reimbursed by the Fund to the Advisor, if so requested by the Advisor, in subsequent the first, second or third (or any combination thereof) fiscal years year next succeeding the fiscal year of the withholding, reduction or absorption if the aggregate amount actually paid by the Fund Funds toward the operating expenses for such fiscal year (taking into account the reimbursement) does do not exceed the applicable limitation on Fund the Funds’ expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s Funds’ payment of current ordinary operating expenses if so requested by the Advisor even if such practice may require the Advisor to waive, reduce or absorb current Fund expenses. (gh) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such the Fund pursuant to this Agreement, an annual management investment advisory fee at the rate set forth in Schedule A to this Agreement. (b) The management investment advisory fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made fee withheld or voluntarily reduced and any Fund expense absorbed by the Advisor in its fees voluntarily or payment of expenses which are the Fund’s obligation are subject pursuant to reimbursement an agreed upon expense cap shall be reimbursed by the Fund to the Advisor, if so requested by the Advisor, in subsequent the first, second or third (or any combination thereof) fiscal years year next succeeding the fiscal year of the withholding, reduction or absorption if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does do not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s 's payment of current ordinary operating expenses if so requested by the Advisor even if such practice may require the Advisor to waive, reduce or absorb current Fund expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval approval, which shall not be unreasonably withheld, at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the a Fund’s 's obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the a Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s 's payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, accept as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made fee withheld or voluntarily reduced and any Fund expense absorbed by the Advisor in its fees voluntarily or payment of expenses which are the Fund’s obligation are subject pursuant to reimbursement an agreed upon expense cap shall be reimbursed by the Fund to the Advisor, if so requested by the Advisor, in subsequent the first, second or third (or any combination thereof) fiscal years year next succeeding the fiscal year of the withholding, reduction or absorption if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does do not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses if so requested by the Advisor even if such practice may require the Advisor to waive, reduce or absorb current Fund expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s 's obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in any subsequent fiscal years month in the three year period from the date of the management fee reduction and expense payment if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does will not cause the Fund to exceed the applicable limitation on Fund expenses. Under lesser of: (1) the expense limitation agreement, in place at the Advisor may recoup reimbursements made in any fiscal year time of the Fund over management fee reduction and expense payment; or (2) the following three fiscal years. expense limitation in place at the time of the reimbursement Any such reimbursement is also contingent upon the review, approval and/or ratification of such reimbursement by the Board of Trustees review and approval at time of the reimbursement is madeTrust. Such reimbursement may not be paid prior to the Fund’s 's payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such the Fund pursuant to this Agreement, an annual management fee at a rate of 1.35% of the rate set forth in Schedule A Fund’s average daily Managed Assets, as such term is defined herein. For purposes of calculating the management fee, “Managed Assets” means the total assets of the Fund (including any assets attributable to this Agreementborrowings for investment purposes) minus the sum of the Fund’s accrued liabilities (other than Fund liabilities representing borrowings for investment purposes). (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee fee, computed on the value of the net assets of the Fund as of the close of business each day, at the rate set forth in Schedule A to this Agreement.Appendix A. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor on or before the first tenth business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on or before the first tenth business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the applicable Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made fee withheld or voluntarily reduced and any Fund expense absorbed by the Advisor in its fees voluntarily or payment pursuant to an agreed upon expense cap, under this Agreement or either of expenses which are the Fund’s obligation are subject to reimbursement 1998 Agreement or Interim Agreement, shall be reimbursed by the Fund to the Advisor, if so requested by the Advisor, in subsequent the first, second or third (or any combination thereof) fiscal years year next succeeding the fiscal year of the withholding, reduction or absorption if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does do not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses if so requested by the Advisor even if such practice may require the Advisor to waive, reduce or absorb current Fund expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at equal to the rate set forth amount specified in Schedule Appendix A to this Agreement, computed on the value of the net assets of the Fund as of the close of business each day. (b) The management fee shall be accrued daily by the Fund Funds and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund Funds and as required under any expense limitation applicable to the FundFunds. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund Funds under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s 's obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the The Advisor is permitted to be reimbursed only for fee reductions and expense limitation agreement, the Advisor may recoup reimbursements payments made in any the previous three fiscal years, but is permitted to look back five years and four years, respectively, during the initial six years and seventh year of the Fund over the following three fiscal yearsFund's operations. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s 's payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund Funds shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund Funds pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund Funds and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund Funds and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s Funds' obligation are subject to reimbursement by the Fund Funds to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund Funds toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund the Funds' expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund Funds over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s Funds' payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund Funds shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund Funds and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the a Fund’s obligation are subject to reimbursement by the such Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the a Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the a Fund’s payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund Funds shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund the Funds pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund Funds and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund Funds and as required under any expense limitation applicable to the FundFunds. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund Funds under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s Funds’ obligation are subject to reimbursement by the Fund Funds to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund Funds toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund Funds expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund Funds over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s Funds’ payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) 10 days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which that are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder. (h) Notwithstanding any provisions of this Agreement, the fees earned by the Advisor under this Agreement shall be held in an interest-bearing escrow account with the Fund’s custodian. If a majority of the outstanding voting securities of the Fund approve of a new Advisory Agreement (the “New Agreement”) within 150 days from the Interim Agreement Date (as defined in Section 14 of this Agreement), the amount in the escrow account (including interest earned) will be paid to the Advisor. If majority of the Fund’s outstanding voting securities do not approve the New Agreement with the Advisor, the Advisor will be paid, out of the escrow account, with respect to the Fund, the lesser of (i) any cost incurred in performing the Agreement (plus interest earned on the amount while is escrow) or (ii) the total amount in the escrow account (plus interest earned) pursuant to this Agreement.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorManager, and the Advisor Manager agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual a management fee at the rate as set forth in the Fee Schedule A attached hereto as APPENDIX B, as may be amended in writing from time to this Agreementtime by the Trust and the Manager. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor on the first business day of the succeeding monthManager monthly. (c) The initial fee under this Agreement shall be payable on the first business day of the first month monthly following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Manager shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Manager voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Manager hereunder or to continue future payments. Any such reduction will be agreed to upon prior to accrual of the related expense or fee and will be estimated daily daily. Any fee withheld shall be voluntarily reduced and reconciled and any Fund expense paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees Manager voluntarily or payment of expenses which are the Fund’s obligation are subject pursuant to reimbursement an agreed expense limitation shall be reimbursed by the appropriate Fund to the AdvisorManager in the first, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such second or third (or any combination thereof) fiscal year (taking into account next succeeding the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over withholding, reduction, or payment to the following three extent permitted by applicable law if the aggregate expenses for the next succeeding fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time year, second succeeding fiscal year or third succeeding fiscal year do not exceed any limitation to which the reimbursement is madeManager has agreed. Such reimbursement may not be paid prior to the Fund’s 's payment of current ordinary operating expenses if so requested by the Manager even if such payment may require the Manager to waive or reduce its fees hereunder or to pay current Fund expenses. (ge) The Advisor Manager may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this AgreementAgreement prior to the time such compensation or reimbursement has accrued as a liability of the Fund. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Manager hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser by a Fund under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation agreement applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the any Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual a management fee at the rate as set forth in the Fee Schedule A attached hereto as Appendix B, as may be amended in writing from time to this Agreementtime by the Trust and the Adviser, subject to the requirements of the 1940 Act. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor on the first business day of the succeeding monthAdviser monthly. (c) The initial fee under this Agreement shall be payable on the first business day of the first month monthly following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any a month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to upon prior to accrual of the related expense or fee and will be estimated daily daily. Any fee withheld shall be voluntarily reduced and reconciled and any Fund expense paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees Adviser voluntarily or payment of expenses which are the Fund’s obligation are subject pursuant to reimbursement an agreed expense limitation shall be reimbursed by the appropriate Fund to the AdvisorAdviser in the first, if so requested by the Advisorsecond, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such or third (or any combination thereof) fiscal year (taking into account next succeeding the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the withholding, reduction, or payment to the extent permitted by applicable law and only if such reimbursements by a Fund over (i) are requested by the following three fiscal years. Any such reimbursement is also contingent upon Adviser, (ii) are approved by the Trust’s Board of Trustees review Trustees, and approval at time (iii) can be achieved within a Fund’s then current expense limits, if any, for that succeeding first, second, or third fiscal year as the reimbursement is made. Such reimbursement case may not be; provided that such reimbursements shall only be paid prior to the after a Fund’s payment current expenses of the fiscal year have been paid and if such reimbursements do not require the Adviser to waive or reduce its fees hereunder or to pay current ordinary operating Fund expenses. (ge) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this AgreementAgreement prior to the time such compensation or reimbursement has accrued as a liability of the Fund. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorManager, and the Advisor Manager agrees to accept, as full compensation for all administrative and investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual a management fee at the annual rate set forth in the Fee Schedule A attached hereto as Appendix A, as may be amended in writing from time to this Agreementtime by the Trust and the Manager. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor Manager on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to before the end of any month, the fee to the Advisor Manager shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily Manager may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Manager hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) . Any such reductions made fee withheld pursuant to this paragraph from the Manager shall be reimbursed by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the appropriate Fund to the AdvisorManager in the first, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such second or third (or any combination thereof) fiscal year (taking into account next succeeding the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over reduction to the following three fiscal yearsextent approved by the Trust's disinterested Trustees. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement The Manager may not be paid request or receive reimbursement for prior to the Fund’s reductions or reimbursements before payment of a Fund's operating expenses for the current ordinary operating expensesyear and cannot cause a Fund to exceed any more restrictive limitation to which the Manager has agreed in making such reimbursement. (ge) The Advisor Manager may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this AgreementAgreement prior to the time such compensation or reimbursement has accrued as a liability of the Fund. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Manager hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund Funds and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund Funds and as required under any expense limitation applicable to the FundFunds. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund Funds under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s Funds’ obligation are subject to reimbursement by the Fund Funds to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund Funds toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund Funds over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s Funds’ payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A B to this Agreement. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the a Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the each Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the each Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the a Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense operating expenses limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon the Trust’s Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation agreement executed by Adviser applicable to the a Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreementOperating Expenses Limitation Agreement, between the Advisor Trust and Adviser executed concurrently herewith (the “OELA”) Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such the Fund pursuant to this Agreement, an annual management investment advisory fee at the rate set forth in Schedule A to this Agreementof 1.00% of the Fund's average net assets. (b) The management investment advisory fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made fee withheld or voluntarily reduced and any Fund expense absorbed by the Advisor in its fees Adviser voluntarily or payment of expenses which are the Fund’s obligation are subject pursuant to reimbursement an agreed upon expense cap shall be reimbursed by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent the first, second or third (or any combination thereof) fiscal years year next succeeding the fiscal year of the withholding, reduction or absorption if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does do not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s 's payment of current ordinary operating expenses if so requested by the Adviser even if such practice may require the Adviser to waive, reduce or absorb current Fund expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund Trust shall pay to the AdvisorManager, and the Advisor Manager agrees to accept, as full compensation for all administrative and investment management and advisory services furnished or provided to such Fund the Trust pursuant to this Agreement, an annual a management fee at the rate as set forth in the Fee Schedule A attached hereto as the Appendix, as may be amended in writing from time to this Agreementtime by the Trust and the Manager. (b) The management fee shall be accrued daily by the Fund Trust and paid to the Advisor Manager on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Manager shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee fees payable to the Advisor Manager under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any the most stringent expense limitation applicable to the Fund. (e) Trust imposed by any state in which shares of the Trust are qualified for sale. The Advisor voluntarily Manager may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which that are the responsibility of the Fund a Trust under this Agreement. Any Except as the Manager may otherwise agree with respect to the Trust, any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Manager hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f. Any fee withheld pursuant to this paragraph 8(d) Any such reductions made from the Manager shall be reimbursed by the Advisor Trust to the Manager in its fees the first fiscal year or payment the second fiscal year next succeeding the fiscal year of expenses which are the Fund’s obligation are subject withholding to reimbursement the extent permitted by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years applicable state law if the aggregate amount actually paid by the Fund toward the operating expenses for such the next succeeding fiscal year (taking into account the reimbursement) does or second succeeding fiscal year do not exceed the applicable state limitation on Fund expenses. Under or any more restrictive limitation to which the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expensesManager has agreed. (ge) The Advisor Manager may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this AgreementAgreement prior to the time such compensation or reimbursement has accrued as a liability of the Trust. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Manager hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this AgreementAgreement (the “Advisory Fee”). (b) The management fee Advisory Fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month, except as set forth in Section 8 of this Agreement. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) 10 days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which that are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily or contractually may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reduction and reimbursement) does not exceed the applicable limitation on Fund expenses. Under Consistent with the expense operating expenses limitation agreement, and if so requested by the Advisor, the Advisor may recoup management fee reductions or waivers and Fund expense reimbursements made in any fiscal year of the Fund over the following prior three fiscal yearsyears from the date the management fees were waived and/or Fund expenses were reimbursed so long as the reduction and reimbursement do not exceed the applicable limitation on Fund expenses. Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s 's obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in any subsequent fiscal years month in the three year period from the date of the management fee reduction and expense payment if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does will not cause the Fund to exceed the applicable limitation on Fund expenses. Under lesser of: (1) the expense limitation agreement, in place at the Advisor may recoup reimbursements made in any fiscal year time of the Fund over management fee reduction and expense payment; or (2) the following three fiscal yearsexpense limitation in place at the time of the reimbursement. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s 's payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in any subsequent fiscal years month in the three year period from the date of the management fee reduction and expense payment if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does will not cause the Fund to exceed the applicable limitation on Fund expenses. Under lesser of: (1) the expense limitation agreement, in place at the Advisor may recoup reimbursements made in any fiscal year time of the Fund over management fee reduction and expense payment; or (2) the following three fiscal yearsexpense limitation in place at the time of the reimbursement. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in any subsequent fiscal years month in the three year period from the date of the management fee reduction and expense payment if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does will not cause the Fund to exceed the applicable limitation on Fund expenses. Under lesser of: (1) the expense limitation agreement, in place at the Advisor may recoup reimbursements made in any fiscal year time of the Fund over management fee reduction and expense payment; or (2) the following three fiscal yearsexpense limitation in place at the time of the reimbursement. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses.” (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s 's obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the The Advisor is permitted to be reimbursed only for fee reductions and expense limitation agreement, the Advisor may recoup reimbursements payments made in any the previous three fiscal years, but is permitted to look back five years and four years, respectively, during the initial six years and seventh year of the Fund over the following three fiscal yearsFund's operations. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s 's payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder. (h) Notwithstanding any provisions of this Agreement, the fees earned by the Advisor under this Agreement shall be held in an interest-bearing escrow account with the Fund's custodian. If a majority of the outstanding voting securities of the Fund approve of a new Advisory Agreement (the "New Agreement") within 150 days from the Closing (as defined in Section 13), the amount in the escrow account (including interest earned) will be paid to the Advisor. If a majority of the Fund's outstanding voting securities do not approve the New Agreement with the Advisor, the Advisor will be paid, out of the escrow account, with respect to the Fund, the lesser of (i) any cost incurred in performing the Agreement (plus interest earned on the amount while in escrow) or (ii) the total amount in the escrow account (plus interest earned) pursuant to this Agreement.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such the Fund pursuant to this Agreement, an annual management fee at a rate of 1.15% of the rate set forth in Schedule A Fund’s average daily Managed Assets, as such term is defined herein. For purposes of calculating the management fee, “Managed Assets” means the total assets of the Fund (including any assets attributable to this Agreementborrowings for investment purposes) minus the sum of the Fund’s accrued liabilities (other than Fund liabilities representing borrowings for investment purposes). (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee fee, computed on the value of the net assets of the Fund as of the close of business each day, at the rate set forth in Schedule A to this Agreement.Appendix A. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor on or before the first tenth business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on or before the first tenth business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made fee withheld or voluntarily reduced and any Fund expense absorbed by the Advisor in its fees voluntarily or payment of expenses which are pursuant to an agreed upon expense cap under this Agreement or under the Fund’s obligation are subject to reimbursement Prior Agreement shall be reimbursed by the Fund to the Advisor, if so requested by the Advisor, in subsequent the first, second or third (or any combination thereof) fiscal years year next succeeding the fiscal year of the withholding, reduction or absorption if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does do not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses if so requested by the Advisor even if such practice may require the Advisor to waive, reduce or absorb current Fund expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder. (h) The management fee to which the Advisor may be entitled during the term of this Agreement, including any recoupment to which the Advisor may be entitled (including recoupment to which the Advisor may have been entitled under the Prior Agreement) under Section 7(f), above, shall be held in an interest-bearing escrow account with the custodian of each Fund's assets or a bank. If the majority of the Fund's outstanding voting securities approve a new investment management contract with the Advisor by the end of the 150 day period that this Agreement is effective, the Advisor will be paid the amount in the escrow account (including interest earned). If a majority of the Fund's outstanding voting securities do not approve a new investment management contract with the Advisor, the Advisor will be paid, out of the escrow account the lesser of (i) Advisor’s costs incurred in performing this Agreement, including expenses reimbursed by the Advisor under the terms of any expense limitation agreement between the Advisor and the Trust, as permitted under Sections 7(d) or 7(e) (plus interest earned on that amount while in escrow) or (ii) the total amount in the escrow account (plus interest earned).

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement becomes effective or is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month. In the event the Agreement is terminated, and such fee shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the a Fund’s obligation are subject to reimbursement by the Fund to the Advisorrecoupment, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal yearsAdviser. Any such reimbursement recoupment is also contingent upon Board of Trustees review and approval at the time the reimbursement recoupment is mademade and such recoupment must be made in accordance with any existing expense limitation agreement between the Adviser, on behalf of a Fund, and the Trust, as well as applicable guidance of the staff of the U.S. Securities and Exchange Commission. Such reimbursement recoupment may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s 's obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the The Advisor is permitted to be reimbursed only for fee reductions and expense limitation agreement, the Advisor may recoup reimbursements payments made in any the previous three fiscal years, but is permitted to look back five years and four years, respectively, during the initial six years and seventh year of the Fund over the following three fiscal yearsFund's operations. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s 's payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such the Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund the Fund’s expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorManager, and the Advisor Manager agrees to accept, as full compensation for all administrative and investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual a management fee at the annual rate set forth in the Fee Schedule A attached hereto as Appendix A, as may be amended in writing from time to this Agreementtime by the Trust and the Manager. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor Manager on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to before the end of any month, the fee to the Advisor Manager shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as Manager may, but is not required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily may reduce any to, waive all or a portion of its fees and/or reimburse the compensation or reimbursement of Funds for other expenses due in order to it pursuant to this Agreement and may agree to make payments to limit reduce the operating expenses which are the responsibility of the Fund under this AgreementFunds. Any such reduction reduction, reimbursement, waiver, or payment (collectively "subsidies") shall be applicable only to such specific reduction or payment subsidy and shall not constitute an agreement to reduce any future compensation or reimbursement due to continue such subsidy in the Advisor hereunder or to continue future paymentsfuture. Any such reduction subsidy will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. The Manager may also agree contractually to limit a Fund's operating expenses. To the extent such a voluntary or contractual expense limitation has been agreed to by the Manager and such limit has been disclosed to shareholders of such Fund in a prospectus, the limit cannot be changed without first disclosing the change in an updated prospectus. The Manager may seek reimbursement in a subsequent fiscal year of any subsidies made by the Manager either voluntarily or pursuant to contract. The reimbursement of any subsidy must be approved by the Trust's Board of Trustees and must be sought no later than the end of the third fiscal year following the year to which the subsidy relates. The Manager may not request and receive reimbursement for any subsidies before payment of a Fund's ordinary operating expenses for the current year and cannot cause a Fund to exceed any agreed upon expense limitation for that year in making such reimbursement. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (ge) The Advisor Manager may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this AgreementAgreement prior to the time such compensation or reimbursement has accrued as a liability of the Fund. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Manager hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorManager, and the Advisor Manager agrees to accept, as full compensation for all administrative and investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual a management fee at the annual rate set forth in the Fee Schedule A attached hereto as Appendix A, as may be amended in writing from time to this Agreementtime by the Trust and the Manager. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor Manager on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to before the end of any month, the fee to the Advisor Manager shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily Manager may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to to. such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Manager hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) . Any such reductions made fee withheld pursuant to this paragraph from the Manager shall be reimbursed by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the appropriate Fund to the AdvisorManager in the first, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such second or third (or any combination thereof) fiscal year (taking into account next succeeding the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the withholding if the aggregate expenses for the next succeeding fiscal year, second succeeding fiscal year or third succeeding fiscal year do not exceed any more restrictive limitation to which the Manager has agreed. The Manager may elect to seek reimbursement for the oldest reductions and waivers before payment by a Fund over of fees or expenses for the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expensesyear. (ge) The Advisor Manager may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this AgreementAgreement prior to the time such compensation or reimbursement has accrued as a liability of the Fund. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an constitute, agreement not to require payment of any future compensation or reimbursement due to the Advisor Manager hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation agreement applicable to the a Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (ai) The Each Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (bii) The management fee shall be accrued daily by the each Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (ciii) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (div) The fee payable to the Advisor Adviser by a Fund under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation agreement applicable to the Fund. (ev) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the any Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (fvi) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (gvii) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which that are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which that are the Fund’s 's obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s 's payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorManager, and the Advisor Manager agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual a management fee at the rate as set forth in the Fee Schedule A attached hereto as APPENDIX B, as may be amended in writing from time to this Agreementtime by the Trust and the Manager. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of terminationManager monthly. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Manager voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which that are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Manager hereunder or to continue future payments. Any such reduction will be agreed to prior to upon before accrual of the related expense or fee and will be estimated daily daily. Any fee withheld or voluntarily reduced and reconciled and Fund expense paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees Manager voluntarily or payment of expenses which are pursuant to an agreed upon expense cap shall, to the Fund’s obligation are subject to reimbursement extent approved by the Trust's disinterested Trustees, be reimbursed by the appropriate Fund to the AdvisorManager in the first, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such second or third (or any combination thereof) fiscal year (taking into account next succeeding the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior withholding, reduction or payment to the Fund’s payment of current ordinary operating expensesextent permitted by applicable law if the aggregate expenses for the next succeeding fiscal year, second succeeding fiscal year or third succeeding fiscal year do not exceed the expense limitation to which the Manager has agreed. (ge) The Advisor Manager may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this AgreementAgreement prior to the time such compensation or reimbursement has accrued as a liability of the Fund. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Manager hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund Funds shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund the Funds pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund Funds and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth belowAgreement. If the effective date of this Agreement is other than the first day of a month and/or if this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and . The final fee upon termination of this Agreement shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the a Fund and as required under any expense limitation agreed to by the parties or imposed by any state securities regulations applicable to the Fund. (e) The Advisor Adviser, in its sole discretion, voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund Funds under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the a Fund’s obligation are subject to reimbursement by the such Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses, if any. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the a Fund over the following three fiscal years. Any such reimbursement is also contingent upon the Board of Trustees Trustees’ review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the a Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser, in its sole discretion, may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) 10 days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which that are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder. (h) Notwithstanding any provisions of this Agreement, the fees earned by the Adviser under this Agreement shall be held in an interest-bearing escrow account with the Fund’s custodian. If a majority of the outstanding voting securities of the Fund approve of a new Advisory Agreement (the “New Agreement”) within 150 days from the Interim Agreement Date (as defined in Section 14 of this Agreement), the amount in the escrow account (including interest earned) will be paid to the Adviser. If majority of the Fund’s outstanding voting securities do not approve the New Agreement with the Adviser, the Adviser will be paid, out of the escrow account, with respect to the Fund, the lesser of (i) any cost incurred in performing the Agreement (plus interest earned on the amount while is escrow) or (ii) the total amount in the escrow account (plus interest earned) pursuant to this Agreement.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorBank, and the Advisor Bank agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual a management fee at the rate as set forth in the Fee Schedule A attached hereto as APPENDIX B, as may be amended in writing from time to this Agreementtime by the Trust and the Bank. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor on the first business day of the succeeding monthBank monthly. (c) The initial fee under this Agreement shall be payable on the first business day of the first month monthly following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any the month, the fee to the Advisor Bank shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Bank voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Bank hereunder or to continue future payments. Any such reduction will be agreed to upon prior to accrual of the related expense or fee and will be estimated daily daily. Any fee withheld shall be voluntarily reduced and reconciled and any Fund expense paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees Bank voluntarily or payment of expenses which are the Fund’s obligation are subject pursuant to reimbursement an agreed expense limitation shall be reimbursed by the appropriate Fund to the AdvisorBank in the first, if so requested by the Advisorsecond, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such or third (or any combination thereof) fiscal year (taking into account next succeeding the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the withholding, reduction, or payment to the extent permitted by applicable law and only if such reimbursements by a Fund over (i) are requested by the following three fiscal years. Any such reimbursement is also contingent upon Bank, (ii) are approved by the Trust's Board of Trustees review Trustees, and approval at time (iii) can be achieved within a Fund's then current expense limits, if any, for that succeeding first, second, or third fiscal year as the reimbursement is made. Such reimbursement case may not be; provided that such reimbursements shall only be paid prior after a Fund's current expenses of the fiscal year have been paid and if such reimbursements do not require the Bank to the Fund’s payment of waive or reduce its fees hereunder or to pay current ordinary operating Fund expenses. (ge) The Advisor Bank may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this AgreementAgreement prior to the time such compensation or reimbursement has accrued as a liability of the Fund. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Bank hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses expenses, which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s 's obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years, starting from time the reimbursement is made. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s 's payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s 's obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the The Advisor is permitted to be reimbursed only for fee reductions and expense limitation agreement, the Advisor may recoup reimbursements payments made in any the previous three fiscal years, but is permitted to look back five years and four years, respectively, during the initial six years and seventh year of the Fund over the following three fiscal yearsFund's operations. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s Funds payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at equal to 1.00% of the rate set forth in Schedule A to this AgreementFund's daily net assets, computed on the value of the net assets of the Fund as of the close of business each day. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor on or before the first tenth business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on or before the first tenth business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made fee withheld or voluntarily reduced and any Fund expense absorbed by the Advisor in its fees voluntarily or payment of expenses which are the Fund’s obligation are subject pursuant to reimbursement an agreed upon expense cap shall be reimbursed by the Fund to the Advisor, if so requested by the Advisor, in subsequent the first, second or third (or any combination thereof) fiscal years year next succeeding the fiscal year of the withholding, reduction or absorption if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does do not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s 's payment of current ordinary operating expenses if so requested by the Advisor even if such practice may require the Advisor to waive, reduce or absorb current Fund expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorManager, and the Advisor Manager agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual a management fee at the annual rate set forth in the Fee Schedule A attached hereto as Appendix A, as may be amended in writing from time to this Agreementtime by the Trust and the Manager. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor Manager on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Manager shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as Manager may, but is not required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily may reduce any to, waive all or a portion of its fees and/or reimburse the compensation or reimbursement of Funds for other expenses due in order to it pursuant to this Agreement and may agree to make payments to limit reduce the operating expenses which are the responsibility of the Fund under this AgreementFunds. Any such reduction reduction, reimbursement, waiver, or payment (collectively “subsidies”) shall be applicable only to such specific reduction or payment subsidy and shall not constitute an agreement to reduce any future compensation or reimbursement due to continue such subsidy in the Advisor hereunder or to continue future paymentsfuture. Any such reduction subsidy will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. The Manager may also agree contractually to limit a Fund’s operating expenses. To the extent such a voluntary or contractual expense limitation has been agreed to by the Manager and such limit has been disclosed to shareholders of such Fund in a prospectus, the limit cannot be changed without first disclosing the change in an updated prospectus. The Manager may seek reimbursement in a subsequent fiscal year of any subsidies made by the Manager either voluntarily or pursuant to contract. The reimbursement of any subsidy must be approved by the Board and must be sought no later than the end of the third fiscal year following the year to which the subsidy relates. The Manager may not request and receive reimbursement for any subsidies before payment of a Fund’s ordinary operating expenses for the current year and cannot cause a Fund to exceed any agreed upon expense limitation for that year in making such reimbursement. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (ge) The Advisor Manager may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this AgreementAgreement prior to the time such compensation or reimbursement has accrued as a liability of the Fund. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Manager hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such the Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense operating expenses limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon the Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the a Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the a Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual a management fee at the rate as set forth in the Fee Schedule A attached hereto as Appendix B, as may be amended in writing from time to this Agreementtime by the Trust and the Adviser. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor on the first business day of the succeeding monthAdviser monthly. (c) The initial fee under this Agreement shall be payable on the first business day of the first month monthly following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any the month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to upon prior to accrual of the related expense or fee and will be estimated daily daily. Any fee withheld shall be voluntarily reduced and reconciled and any Fund expense paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees Adviser voluntarily or payment of expenses which are the Fund’s obligation are subject pursuant to reimbursement an agreed expense limitation shall be reimbursed by the appropriate Fund to the AdvisorAdviser in the first, if so requested by the Advisorsecond, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such or third (or any combination thereof) fiscal year (taking into account next succeeding the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the withholding, reduction, or payment to the extent permitted by applicable law and only if such reimbursements by a Fund over (i) are requested by the following three fiscal years. Any such reimbursement is also contingent upon Adviser, (ii) are approved by the Trust’s Board of Trustees review Trustees, and approval at time (iii) can be achieved within a Fund’s then current expense limits, if any, for that succeeding first, second, or third fiscal year as the reimbursement is made. Such reimbursement case may not be; provided that such reimbursements shall only be paid prior to the after a Fund’s payment current expenses of the fiscal year have been paid and if such reimbursements do not require the Adviser to waive or reduce its fees hereunder or to pay current ordinary operating Fund expenses. (ge) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this AgreementAgreement prior to the time such compensation or reimbursement has accrued as a liability of the Fund. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s 's obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s 's payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorManager, and the Advisor Manager agrees to accept, as full compensation for all administrative and investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual a management fee at the annual rate set forth in the Fee Schedule A attached hereto as Appendix A, as may be amended in writing from time to this Agreementtime by the Trust and the Manager. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor Manager on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to before the end of any month, the fee to the Advisor Manager shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily Manager may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Manager hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) . Any such reductions made fee withheld pursuant to this paragraph from the Manager shall be reimbursed by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the appropriate Fund to the AdvisorManager in the first, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such second or third (or any combination thereof) fiscal year (taking into account next succeeding the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior withholding to the Fund’s extent approved by the Trust's disinterested Trustees if the aggregate expenses for the next succeeding fiscal year, second succeeding fiscal year or third succeeding fiscal year do not exceed the expense limitation to which the Manager has agreed. The Manager may elect to seek reimbursement for the oldest reductions and waivers before payment by a Fund of fees or expenses for the current ordinary operating expensesyear. (ge) The Advisor Manager may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this AgreementAgreement prior to the time such compensation or reimbursement has accrued as a liability of the Fund. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Manager hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement becomes effective or is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month. In the event the Agreement is terminated, and such fee shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisorrecoupment, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal yearsAdviser. Any such reimbursement recoupment is also contingent upon Board of Trustees review and approval at the time the reimbursement recoupment is mademade and such recoupment must be made in accordance with any existing operating expenses limitation agreement between the Adviser and the Trust, on behalf of one or more of the Funds, as well as applicable guidance of the staff of the U.S. Securities and Exchange Commission. Such reimbursement recoupment may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorManager, and the Advisor Manager agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual a management fee at the annual rate set forth in the Fee Schedule A attached hereto as Appendix A, as may be amended in writing from time to this Agreementtime by the Trust and the Manager. (b) The management fee shall be accrued daily by the each Fund and paid to the Advisor Manager on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Manager shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as Manager may, but is not required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily may reduce any to, waive all or a portion of its fees and/or reimburse the compensation or reimbursement of Funds for other expenses due in order to it pursuant to this Agreement and may agree to make payments to limit reduce the operating expenses which are the responsibility of the Fund under this AgreementFunds. Any such reduction reduction, reimbursement, waiver, or payment (collectively "subsidies") shall be applicable only to such specific reduction or payment subsidy and shall not constitute an agreement to reduce any future compensation or reimbursement due to continue such subsidy in the Advisor hereunder or to continue future paymentsfuture. Any such reduction subsidy will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. The Manager may also agree contractually to limit a Fund's operating expenses. To the extent such a voluntary or contractual expense limitation has been agreed to by the Manager and such limit has been disclosed to shareholders of such Fund in a prospectus, the limit cannot be changed without first disclosing the change in an updated prospectus. The Manager may seek reimbursement in a subsequent fiscal year of any subsidies made by the Manager either voluntarily or pursuant to agreement. The reimbursement of any subsidy must be approved by the Board and must be sought no later than the end of the third fiscal year following the year to which the subsidy relates. The Manager may not request and receive reimbursement for any subsidies before payment of a Fund's ordinary operating expenses for the current year and cannot cause a Fund to exceed any agreed upon expense limitation for that year in making such reimbursement. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (ge) The Advisor Manager may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this AgreementAgreement prior to the time such compensation or reimbursement has accrued as a liability of the Fund. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Manager hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years within the following 36 months if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year period (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years36 months. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such the Fund pursuant to this Agreement, an annual management investment advisory fee at the rate set forth in Schedule A to this Agreementof 1.00% of the Fund's average net assets. (b) The management investment advisory fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the [expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made fee withheld or voluntarily reduced and any Fund expense absorbed by the Advisor in its fees Adviser voluntarily or payment of expenses which are the Fund’s obligation are subject pursuant to reimbursement an agreed upon expense cap shall be reimbursed by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent the first, second or third (or any combination thereof) fiscal years year next succeeding the fiscal year of the withholding, reduction or absorption if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does do not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s 's payment of current ordinary operating expenses if so requested by the Adviser even if such practice may require the Adviser to waive, reduce or absorb current Fund expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation agreement applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such voluntary reductions made by the Advisor in its fees or payment of expenses which are the Fund’s 's obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reduction and/or reimbursement) does not exceed the applicable limitation on Fund expensesexpenses under an expense limitation agreement. Under the Pursuant to such expense limitation agreement, the Advisor may recoup reductions or reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s 's payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made, not to be unreasonably withheld. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.

INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Each Fund shall pay to the AdvisorAdviser, and the Advisor Adviser agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund Funds and paid to the Advisor Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor Adviser under this Agreement will be reduced to the extent of any receivable owed by the Advisor Adviser to the a Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund Funds under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor Adviser in its fees or payment of expenses which are the a Fund’s obligation are subject to reimbursement by the such Fund to the AdvisorAdviser, if so requested by the AdvisorAdviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense operating expenses limitation agreement, the Advisor Adviser may recoup reimbursements made in any fiscal year of the a Fund over the following three fiscal years. Any such reimbursement is also contingent upon the Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the a Fund’s payment of current ordinary operating expenses. (g) The Advisor Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor Adviser hereunder.