Common use of State Expense Limitation Clause in Contracts

State Expense Limitation. If for any fiscal year of a Fund, its aggregate operating expenses ("Aggregate Operating Expenses") exceed the applicable percentage expense limit imposed under the securities law and regulations of any state in which Shares of the Fund are qualified for sale (the "State Expense Limit"), the Administrator shall pay such Fund the amount of such excess. For purposes of this State Expense Limit, Aggregate Operating Expenses shall (a) include (i) any fees or expense reimbursements payable to Administrator pursuant to this Agreement and (ii) to the extent the Fund invests all or a portion of its assets in another investment company registered under the 1940 Act, the pro rata portion of that company's operating expenses allocated to the Fund, and (iii) any compensation payable to Administrator pursuant to any separate agreement relating to the Fund's investment operations and portfolio management, but (b) exclude any interest, taxes, brokerage commissions, and other normal charges incident to the purchase, sale or loan of securities, commodity interests or other investments held by the Fund, litigation and indemnification expense, and other extraordinary expenses not incurred in the ordinary course of business. Except as otherwise agreed to by the parties or unless otherwise required by the law or regulation of any state, any reimbursement by Administrator to a Fund under this section shall not exceed the administrative fee payable to Administrator by the Fund under this Agreement. Any payment to a Fund by Administrator hereunder shall be made monthly, by annualizing the Aggregate Operating Expenses for each month as of the last day of the month. An adjustment for payments made during any fiscal year of the Fund shall be made on or before the last day of the first month following such fiscal year of the Fund if the Annual Operating Expenses for such fiscal year (i) do not exceed the State Expense Limitation or (ii) for such fiscal year there is no applicable State Expense Limit.

State Expense Limitation. If for any fiscal year of a Fund, its aggregate operating expenses ("Aggregate Operating Expenses") exceed the applicable percentage expense limit imposed under the securities law and regulations of any state in which Shares of the Fund are qualified for sale (the "State Expense Limit"), the Administrator Manager shall pay such Fund the amount of such excess. For purposes of this State Expense Limit, Aggregate Operating Expenses shall (a) include (i) any fees or expense expenses reimbursements payable to Administrator Manager pursuant to this Agreement and (ii) to the extent the Fund invests all or a portion of its assets in another investment company registered under the 1940 Act, the pro rata portion of that company's operating expenses allocated to the Fund, and (iii) any compensation payable to Administrator Manager pursuant to any separate agreement relating to the Fund's investment operations and portfolio managementadministration, but (b) exclude any interest, taxes, brokerage commissions, and other normal charges incident to the purchase, sale or loan of securities, commodity interests or other investments held by the Fund, litigation and indemnification expense, and other extraordinary expenses not incurred in the ordinary course of business. Except as otherwise agreed to by the parties or unless otherwise required by the law or regulation of any state, any reimbursement by Administrator Manager to a Fund under this section shall not exceed the administrative management fee payable to Administrator Manager by the Fund under this Agreement. Any payment to a Fund by Administrator Manager hereunder shall be made monthly, by annualizing the Aggregate Operating Expenses for each month as of the last day of the month. An adjustment for payments made during any fiscal year of the Fund shall be made on or before the last day of the first month following such fiscal year of the Fund if the Annual Operating Expenses for such fiscal year (i) do not exceed the State Expense Limitation or (ii) for such fiscal year there is no applicable State Expense Limit.

State Expense Limitation. If for any fiscal year of a Fund, its aggregate operating expenses ("“Aggregate Operating Expenses"”) exceed the applicable percentage expense limit imposed under the securities law and regulations of any state in which Shares of the Fund are qualified for sale (the "“State Expense Limit"”), the Administrator Manager shall pay such Fund the amount of such excess. For purposes of this State Expense Limit, Aggregate Operating Expenses shall (a) include (i) any fees or expense expenses reimbursements payable to Administrator Manager pursuant to this Agreement and (ii) to the extent the Fund invests all or a portion of its assets in another investment company registered under the 1940 Act, the pro rata portion of that company's ’s operating expenses allocated to the Fund, and (iii) any compensation payable to Administrator Manager pursuant to any separate agreement relating to the Fund's investment operations and portfolio management’s administration, but (b) exclude any interest, taxes, brokerage commissions, and other normal charges incident to the purchase, sale or loan of securities, commodity interests or other investments held by the Fund, litigation and indemnification expense, and other extraordinary expenses not incurred in the ordinary course of business. Except as otherwise agreed to by the parties or unless otherwise required by the law or regulation of any state, any reimbursement by Administrator Manager to a Fund under this section shall not exceed the administrative management fee payable to Administrator Manager by the Fund under this Agreement. Any payment to a Fund by Administrator Manager hereunder shall be made monthly, by annualizing the Aggregate Operating Expenses for each month as of the last day of the month. An adjustment for payments made during any fiscal year of the Fund shall be made on or before the last day of the first month following such fiscal year of the Fund if the Annual Operating Expenses for such fiscal year (i) do not exceed the State Expense Limitation or (ii) for such fiscal year there is no applicable State Expense Limit.

State Expense Limitation. If for in any fiscal year of a Fund, its aggregate Series's operating expenses plus such Series's pro rata portion of the operating expenses of any portfolio of Equity Managers Trust in which such Series invests all or substantially all of its assets ("Aggregate Operating Expenses"), which includes any fees or expense reimbursements payable to the Administrator pursuant to this Agreement and any compensation payable to the Administrator pursuant to (i) the Management Agreement between such portfolio and the Administrator, or (ii) any other agreement or arrangement with respect to such Series, but excluding interest, taxes, brokerage commissions, litigation and indemnification expenses, and other extraordinary expenses not incurred in the ordinary course of such Series's business) exceed the lowest applicable percentage expense limit limitation imposed under the securities law and regulations of any state in which Shares of the Fund such Series's shares are qualified for sale (the "State Expense LimitLimitation"), then the administration fee payable to the Administrator under this Agreement by such Series shall pay such Fund be reduced by the amount of such excess; PROVIDED, that the Administrator shall have no obligation hereunder to reimburse the Series for any such expenses which exceed such administration fee. For purposes of this State Expense Limit, Aggregate Operating Expenses shall (a) include (i) any fees or expense reimbursements payable to Administrator pursuant to this Agreement and (ii) to the extent the Fund invests all or a portion of its assets in another investment company registered under the 1940 Act, the pro rata portion of that company's operating expenses allocated to the Fund, and (iii) any compensation payable to Administrator pursuant to any separate agreement relating to the Fund's investment operations and portfolio management, but (b) exclude any interest, taxes, brokerage commissions, and other normal charges incident to the purchase, sale or loan of securities, commodity interests or other investments held by the Fund, litigation and indemnification expense, and other extraordinary expenses not incurred Any reduction in the ordinary course of business. Except as otherwise agreed to by the parties or unless otherwise required by the law or regulation of any state, any reimbursement by Administrator to a Fund under this section shall not exceed the administrative administration fee payable to Administrator by the Fund under this Agreement. Any payment to a Fund by Administrator hereunder shall be made monthly, by annualizing the Aggregate Operating Expenses of such Series for each month as of the last day of the such month. An adjustment for payments made during any fiscal year of the Fund shall be made on or before the last day of the first month following such of the next succeeding fiscal year of the Fund if the Annual Aggregate Operating Expenses for such Series's fiscal year (i) do not exceed the State Expense Limitation or (ii) if for such fiscal year there is no applicable State Expense LimitLimitation.

State Expense Limitation. If for any fiscal year of a year, the Fund, its 's aggregate operating expenses ("Aggregate Operating Expenses") exceed the applicable percentage expense limit imposed under the securities law and regulations of any state in which Shares of the Fund are qualified for sale (the "State Expense Limit"), the Administrator shall pay such the Fund the amount of such excess. For purposes of this State Expense Limit, Aggregate Operating Expenses shall (a) include (i) any fees or expense reimbursements payable to Administrator pursuant to this Agreement Agreement, and (ii) to the extent the Fund invests all or a portion of its assets in another investment company registered under the 1940 Act, the pro rata portion of that company's operating expenses allocated to the Fund, and (iii) any compensation payable to Administrator pursuant to any separate agreement relating to the Fund's investment operations and portfolio managementmanagement and (iv) other expenses incurred in the ordinary course of business, but (b) exclude any interest, taxes, brokerage commissions, and other normal charges incident to the purchase, sale or loan of securities, commodity interests or other investments held by the Fund, litigation and indemnification expense, and other extraordinary expenses not incurred in the ordinary course of business. Except as otherwise agreed to by the parties or unless otherwise required by the law or regulation of any state, any reimbursement by Administrator to a the Fund under this section shall not exceed the administrative fee payable to Administrator by the Fund under this Agreement. Any payment to a the Fund by Administrator hereunder shall be made monthly, by annualizing the Aggregate Operating Expenses for each month as of the last day of the month. An adjustment for payments made during any fiscal year of the Fund shall be made on or before the last day of the first month following such fiscal year of the Fund if the Annual Operating Expenses for such fiscal year (i) do not exceed the State Expense Limitation or (ii) for such fiscal year there is no applicable State Expense Limit.

State Expense Limitation. If for in any fiscal year of a Fund, its aggregate the operating expenses of any Shareholder in a Portfolio plus such Shareholder's pro rata portion of the Portfolio's operating expenses in such fiscal year ("Aggregate Operating Expenses") exceed the applicable percentage expense limit imposed under the securities law and regulations of any state in ," which Shares of the Fund are qualified for sale (the "State Expense Limit"), the Administrator shall pay such Fund the amount of such excess. For purposes of this State Expense Limit, Aggregate Operating Expenses shall (a) include (i) includes any fees or expense reimbursements payable to Administrator the Manager pursuant to this Agreement and (ii) to the extent the Fund invests all or a portion of its assets in another investment company registered under the 1940 Act, the pro rata portion of that company's operating expenses allocated to the Fund, and (iii) any compensation payable to Administrator the Manager pursuant to (i) the Administration Agreement between such Shareholder and the Manager or (ii) any separate agreement relating other Agreement or arrangement with the Trust with respect to the Fund's investment operations and portfolio managementthat Shareholder, but (b) exclude any excludes interest, taxes, brokerage commissions, and other normal charges incident to the purchase, sale or loan of securities, commodity interests or other investments held by the Fund, litigation and indemnification expenseexpenses, and other extraordinary expenses not incurred in the ordinary course of business. Except as otherwise agreed to by ) exceed the parties or unless otherwise required by lowest applicable percentage expense limitation imposed under the securities law or regulation and regulations of any statestate in which such Shareholder's shares are qualified for sale (the "State Expense Limitation"), then the Manager shall pay such Shareholder the amount of such excess, less the amount of any reimbursement by Administrator reduction of the administration fee referred to a Fund under this section below; provided, that the Manager shall not have no obligation hereunder to pay such Shareholder for any such expenses which exceed the administrative pro rata portion of such advisory fee attributable to such Shareholder's interest in that Portfolio. No payment shall be made to such Shareholder hereunder unless and until the administration fee payable by such Shareholder under a similar State Expense Limitation of its Administration Agreement with the Manager has been reduced to Administrator by the Fund under this Agreementzero. Any payment to a Fund by Administrator Shareholder hereunder shall be made monthly, by annualizing the Aggregate Operating Expenses for each month as of the last day of the such month. An adjustment for payments made during any fiscal year of the Fund shall be made on or before the last day of the first month following such of the next succeeding fiscal year of the Fund if the Annual Aggregate Operating Expenses for such fiscal year (i) do not exceed the State Expense Limitation or (ii) if for such fiscal year there is no applicable State Expense LimitLimitation.

State Expense Limitation. If for in any fiscal year of a Fund, its aggregate Portfolio's operating expenses plus such Portfolio's pro rata portion of the operating expenses of any portfolio of Advisers Managers Trust in which such Portfolio invests all or substantially all of its assets ("Aggregate Operating Expenses"), which includes any fees or expense reimbursements payable to the Administrator pursuant to this Agreement and any compensation payable to the Administrator pursuant to (i) the Management Agreement between such Series and the Administrator, or (ii) any other agreement or arrangement with respect to such Portfolio, (but excluding interest, taxes, brokerage commissions, litigation and indemnification expenses, and other extraordinary expenses not incurred in the ordinary course of such Portfolio's business) exceed the lowest applicable percentage expense limit limitation imposed under the securities law and regulations of any state in which Shares of the Fund such Portfolio's shares are qualified for sale (the "State Expense LimitLimitation"), then the administration fee payable to the Administrator under this Agreement by such Portfolio shall pay such Fund be reduced by the amount of such excess; provided, that the Administrator shall have no obligation hereunder to reimburse the Portfolio for any such expenses which exceed such administration fee. For purposes of this State Expense Limit, Aggregate Operating Expenses shall (a) include (i) any fees or expense reimbursements payable to Administrator pursuant to this Agreement and (ii) to the extent the Fund invests all or a portion of its assets in another investment company registered under the 1940 Act, the pro rata portion of that company's operating expenses allocated to the Fund, and (iii) any compensation payable to Administrator pursuant to any separate agreement relating to the Fund's investment operations and portfolio management, but (b) exclude any interest, taxes, brokerage commissions, and other normal charges incident to the purchase, sale or loan of securities, commodity interests or other investments held by the Fund, litigation and indemnification expense, and other extraordinary expenses not incurred Any reduction in the ordinary course of business. Except as otherwise agreed to by the parties or unless otherwise required by the law or regulation of any state, any reimbursement by Administrator to a Fund under this section shall not exceed the administrative administration fee payable to Administrator by the Fund under this Agreement. Any payment to a Fund by Administrator hereunder shall be made monthly, by annualizing the Aggregate Operating Expenses of such Portfolio for each month as of the last day of the such month. An adjustment for payments made during any fiscal year of the Fund shall be made on or before the last day of the first month following such of the next succeeding fiscal year of the Fund if the Annual Aggregate Operating Expenses for such Portfolio's fiscal year (i) do not exceed the State Expense Limitation or (ii) if for such fiscal year there is no applicable State Expense LimitLimitation.

State Expense Limitation. If for in any fiscal year of a Fund, its aggregate the operating expenses of any Shareholder in a Portfolio plus such Shareholder’s pro rata portion of the Portfolio’s operating expenses in such fiscal year ("“Aggregate Operating Expenses") exceed the applicable percentage expense limit imposed under the securities law and regulations of any state in ,” which Shares of the Fund are qualified for sale (the "State Expense Limit"), the Administrator shall pay such Fund the amount of such excess. For purposes of this State Expense Limit, Aggregate Operating Expenses shall (a) include (i) includes any fees or expense reimbursements payable to Administrator the Manager pursuant to this Agreement and (ii) to the extent the Fund invests all or a portion of its assets in another investment company registered under the 1940 Act, the pro rata portion of that company's operating expenses allocated to the Fund, and (iii) any compensation payable to Administrator the Manager pursuant to (i) the Administration Agreement between such Shareholder and the Manager or (ii) any separate agreement relating other Agreement or arrangement with the Trust with respect to the Fund's investment operations and portfolio managementthat Shareholder, but (b) exclude any excludes interest, taxes, brokerage commissions, and other normal charges incident to the purchase, sale or loan of securities, commodity interests or other investments held by the Fund, litigation and indemnification expenseexpenses, and other extraordinary expenses not incurred in the ordinary course of business. Except as otherwise agreed to by ) exceed the parties or unless otherwise required by lowest applicable percentage expense limitation imposed under the securities law or regulation and regulations of any statestate in which such Shareholder’s shares are qualified for sale (the “State Expense Limitation”), then the Manager shall pay such Shareholder the amount of such excess, less the amount of any reimbursement by Administrator reduction of the administration fee referred to a Fund under this section below; provided, that the Manager shall not have no obligation hereunder to pay such Shareholder for any such expenses which exceed the administrative pro rata portion of such advisory fee attributable to such Shareholder’s interest in that Portfolio. No payment shall be made to such Shareholder hereunder unless and until the administration fee payable by such Shareholder under a similar State Expense Limitation of its Administration Agreement with the Manager has been reduced to Administrator by the Fund under this Agreementzero. Any payment to a Fund by Administrator Shareholder hereunder shall be made monthly, by annualizing the Aggregate Operating Expenses for each month as of the last day of the such month. An adjustment for payments made during any fiscal year of the Fund shall be made on or before the last day of the first month following such of the next succeeding fiscal year of the Fund if the Annual Aggregate Operating Expenses for such fiscal year (i) do not exceed the State Expense Limitation or (ii) if for such fiscal year there is no applicable State Expense LimitLimitation.

State Expense Limitation. If for in any fiscal year of a Fund, its aggregate the operating expenses of any Interestholder in a Series plus such Interestholder's pro rata portion of the Series' operating expenses in such fiscal year ("Aggregate Operating Expenses") exceed the applicable percentage expense limit imposed under the securities law and regulations of any state in , which Shares of the Fund are qualified for sale (the "State Expense Limit"), the Administrator shall pay such Fund the amount of such excess. For purposes of this State Expense Limit, Aggregate Operating Expenses shall (a) include (i) includes any fees or expense reimbursements payable to Administrator the Manager pursuant to this Agreement and (ii) to the extent the Fund invests all or a portion of its assets in another investment company registered under the 1940 Act, the pro rata portion of that company's operating expenses allocated to the Fund, and (iii) any compensation payable to Administrator the Manager pursuant to (i) the Administration Agreement between such Interestholder and the Manager or (ii) any separate agreement relating other Agreement or arrangement with Managers Trust with respect to the Fund's investment operations and portfolio managementthat Interestholder, but (b) exclude any excludes interest, taxes, brokerage commissions, and other normal charges incident to the purchase, sale or loan of securities, commodity interests or other investments held by the Fund, litigation and indemnification expenseexpenses, and other extraordinary expenses not incurred in the ordinary course of business. Except as otherwise agreed to by ) exceed the parties or unless otherwise required by lowest applicable percentage expense limitation imposed under the securities law or regulation and regulations of any statestate in which such Interestholder's shares are qualified for sale (the "State Expense Limitation"), then the Manager shall pay such Interestholder the amount of such excess, less the amount of any reimbursement by Administrator reduction of the administration fee referred to a Fund under this section below; provided, that the Manager shall not have no obligation hereunder to pay such Interestholder for any such expenses which exceed the administrative pro rata portion of such advisory fee attributable to such Interestholder's interest in that Series. No payment shall be made to such Interestholder hereunder unless and until the administration fee payable by such Interestholder under a similar State Expense Limitation of its Administration Agreement with the Manager has been reduced to Administrator by the Fund under this Agreementzero. Any payment to a Fund by Administrator an interestholder hereunder shall be made monthly, by annualizing the Aggregate Operating Expenses for each month as of the last day of the such month. An adjustment for payments made during any fiscal year of the Fund shall be made on or before the last day of the first month following such of the next succeeding fiscal year of the Fund if the Annual Aggregate Operating Expenses for such fiscal year (i) do not exceed the State Expense Limitation or (ii) if for such fiscal year there is no applicable State Expense LimitLimitation.

State Expense Limitation. If for any fiscal year of a Fund, its aggregate operating expenses ("Aggregate Operating Expenses") exceed the applicable percentage expense limit imposed under the securities law and regulations of any state in which Shares of the Fund are qualified for sale (the "State Expense Limit"), the Administrator Manager shall pay such Fund the amount of such excess. For purposes of this State Expense Limit, Aggregate Operating Expenses shall (a) include (i) any fees or expense expenses reimbursements payable to Administrator Manager pursuant to this Agreement and (ii) to the extent the Fund invests all or a portion of its assets in another investment company registered under the 1940 Act, the pro rata portion of that company's operating expenses allocated to the Fund, and (iii) any compensation payable to Administrator Manager pursuant to any separate agreement relating to the Fund's investment operations and portfolio managementadministration, but (b) exclude any interest, taxes, brokerage commissions, and other normal charges incident to the purchase, sale or loan of securities, commodity interests or other investments held by the Fund, litigation and indemnification expense, and other extraordinary expenses not incurred in the ordinary course of business. Except as otherwise agreed to by the parties or unless otherwise required by the law or regulation of any state, any reimbursement by Administrator Manager to a Fund under this section shall not exceed the administrative management fee payable to Administrator Manager by the Fund under this Agreement. Any payment to a Fund by Administrator Manager hereunder shall be made monthly, by annualizing the Aggregate Operating Expenses for each month months as of the last day of the month. An adjustment for payments made during any fiscal year of the Fund shall be made on or before the last day of the first month following such fiscal year of the Fund if the Annual Operating Expenses for such fiscal year (i) do not exceed the State Expense Limitation or (ii) for such fiscal year there is no applicable State Expense Limit.

State Expense Limitation. If for any fiscal year of a Fund, its aggregate operating expenses ("“Aggregate Operating Expenses"”) exceed the applicable percentage expense limit imposed under the securities law and regulations of any state in which Shares of the Fund are qualified for sale (the "“State Expense Limit"”), the Administrator Manager shall pay such Fund the amount of such excess. For purposes of this State Expense Limit, Aggregate Operating Expenses shall (a) include (i) any fees or expense expenses reimbursements payable to Administrator Manager pursuant to this Agreement and (ii) to the extent the Fund invests all –6– or a portion of its assets in another investment company registered under the 1940 Act, the pro rata portion of that company's ’s operating expenses allocated to the Fund, and (iii) any compensation payable to Administrator Manager pursuant to any separate agreement relating to the Fund's investment operations and portfolio management’s administration, but (b) exclude any interest, taxes, brokerage commissions, and other normal charges incident to the purchase, sale or loan of securities, commodity interests or other investments held by the Fund, litigation and indemnification expense, and other extraordinary expenses not incurred in the ordinary course of business. Except as otherwise agreed to by the parties or unless otherwise required by the law or regulation of any state, any reimbursement by Administrator Manager to a Fund under this section shall not exceed the administrative management fee payable to Administrator Manager by the Fund under this Agreement. Any payment to a Fund by Administrator Manager hereunder shall be made monthly, by annualizing the Aggregate Operating Expenses for each month as of the last day of the month. An adjustment for payments made during any fiscal year of the Fund shall be made on or before the last day of the first month following such fiscal year of the Fund if the Annual Operating Expenses for such fiscal year (i) do not exceed the State Expense Limitation or (ii) for such fiscal year there is no applicable State Expense Limit.

State Expense Limitation. If for in any fiscal year of a Fund, its aggregate the operating expenses of any Shareholder in a Portfolio plus such Shareholder's pro rata portion of the Portfolio's operating expenses in such fiscal year ("“Aggregate Operating Expenses") exceed the applicable percentage expense limit imposed under the securities law and regulations of any state in ,” which Shares of the Fund are qualified for sale (the "State Expense Limit"), the Administrator shall pay such Fund the amount of such excess. For purposes of this State Expense Limit, Aggregate Operating Expenses shall (a) include (i) includes any fees or expense reimbursements payable to Administrator the Manager pursuant to this Agreement and (ii) to the extent the Fund invests all or a portion of its assets in another investment company registered under the 1940 Act, the pro rata portion of that company's operating expenses allocated to the Fund, and (iii) any compensation payable to Administrator the Manager pursuant to (i) the Administration Agreement between such Shareholder and the Manager or (ii) any separate agreement relating other Agreement or arrangement with the Trust with respect to the Fund's investment operations and portfolio managementthat Shareholder, but (b) exclude any excludes interest, taxes, brokerage commissions, and other normal charges incident to the purchase, sale or loan of securities, commodity interests or other investments held by the Fund, litigation and indemnification expenseexpenses, and other extraordinary expenses not incurred in the ordinary course of business. Except as otherwise agreed to by ) exceed the parties or unless otherwise required by lowest applicable percentage expense limitation imposed under the securities law or regulation and regulations of any statestate in which such Shareholder's shares are qualified for sale (the “State Expense Limitation”), then the Manager shall pay such Shareholder the amount of such excess, less the amount of any reimbursement by Administrator reduction of the administration fee referred to a Fund under this section below; provided, that the Manager shall not have no obligation hereunder to pay such Shareholder for any such expenses which exceed the administrative pro rata portion of such advisory fee attributable to such Shareholder's interest in that Portfolio. No payment shall be made to such Shareholder hereunder unless and until the administration fee payable by such Shareholder under a similar State Expense Limitation of its Administration Agreement with the Manager has been reduced to Administrator by the Fund under this Agreementzero. Any payment to a Fund by Administrator Shareholder hereunder shall be made monthly, by annualizing the Aggregate Operating Expenses for each month as of the last day of the such month. An adjustment for payments made during any fiscal year of the Fund shall be made on or before the last day of the first month following such of the next succeeding fiscal year of the Fund if the Annual Aggregate Operating Expenses for such fiscal year (i) do not exceed the State Expense Limitation or (ii) if for such fiscal year there is no applicable State Expense LimitLimitation.

State Expense Limitation. If for in any fiscal year of a Fund, its aggregate the operating expenses of any Shareholder in a Portfolio plus such Shareholder's pro rata portion of the Portfolio's operating expenses in such fiscal year ("Aggregate Operating Expenses") exceed the applicable percentage expense limit imposed under the securities law and regulations of any state in , which Shares of the Fund are qualified for sale (the "State Expense Limit"), the Administrator shall pay such Fund the amount of such excess. For purposes of this State Expense Limit, Aggregate Operating Expenses shall (a) include (i) includes any fees or expense reimbursements payable to Administrator the Manager pursuant to this Agreement and (ii) to the extent the Fund invests all or a portion of its assets in another investment company registered under the 1940 Act, the pro rata portion of that company's operating expenses allocated to the Fund, and (iii) any compensation payable to Administrator the Manager pursuant to (i) the Administration Agreement between such Shareholder and the Manager or (ii) any separate agreement relating other Agreement or arrangement with the Trust with respect to the Fund's investment operations and portfolio managementthat Shareholder, but (b) exclude any excludes interest, taxes, brokerage commissions, and other normal charges incident to the purchase, sale or loan of securities, commodity interests or other investments held by the Fund, litigation and indemnification expenseexpenses, and other extraordinary expenses not incurred in the ordinary course of business. Except as otherwise agreed to by ) exceed the parties or unless otherwise required by lowest applicable percentage expense limitation imposed under the securities law or regulation and regulations of any statestate in which such Shareholder's shares are qualified for sale (the State Expense Limitation), then the Manager shall pay such Shareholder the amount of such excess, less the amount of any reimbursement by Administrator reduction of the administration fee referred to a Fund under this section below; provided, that the Manager shall not have no obligation hereunder to pay such Shareholder for any such expenses which exceed the administrative pro rata portion of such advisory fee attributable to such Shareholder's interest in that Portfolio. No payment shall be made to such Shareholder hereunder unless and until the administration fee payable by such Shareholder under a similar State Expense Limitation of its Administration Agreement with the Manager has been reduced to Administrator by the Fund under this Agreementzero. Any payment to a Fund by Administrator Shareholder hereunder shall be made monthly, by annualizing the Aggregate Operating Expenses for each month as of the last day of the such month. An adjustment for payments made during any fiscal year of the Fund shall be made on or before the last day of the first month following such of the next succeeding fiscal year of the Fund if the Annual Aggregate Operating Expenses for such fiscal year (i) do not exceed the State Expense Limitation or (ii) if for such fiscal year there is no applicable State Expense LimitLimitation. 4.