Applicable Expense Limit Sample Clauses

Applicable Expense Limit. To the extent that the ordinary operating expenses incurred by the Fund in any fiscal year, including but not limited to investment advisory fees of the Advisor, but excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business (“Fund Operating Expenses”), exceed the Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Advisor to the extent set forth in this Agreement.
Applicable Expense Limit. To the extent that the aggregate expenses of every character, including but not limited to investment advisory fees of the Adviser (but excluding (i) interest, (ii) taxes, (iii) brokerage commissions, (iv) other expenditures which are capitalized in accordance with generally accepted accounting principles, (v) other extraordinary expenses not incurred in the ordinary course of the Fund’s business, (vi) dividend expense on short sales, and (vii) expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act), incurred by the Fund in any fiscal year (“Fund Operating Expenses”), that exceed the Operating Expense Limit, as defined in Section 1(b) below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser. In determining the Fund Operating Expenses, expenses that the Fund would have incurred but did not actually pay because of expense offset or brokerage/service arrangements shall be added to the aggregate expenses so as not to benefit the Adviser. Additionally, fees reimbursed to the Fund relating to brokerage/services arrangements shall not be taken into account in determining the Fund Operating Expenses so as to benefit the Adviser. Finally, the Operating Expense Limit described in this Agreement excludes any “acquired fund fees and expenses” as that term is described in the prospectus of the Fund.
Applicable Expense Limit. To the extent that the ordinary operating expenses, including but not limited to investment advisory fees payable to the Investment Manager, but excluding interest, taxes, other investment-related costs, leverage expenses (as defined below), extraordinary expenses such as litigation, other expenses not incurred in the ordinary course of such Fund’s business, and expenses of any counsel or other persons or services retained by such Fund’s Trustees who are not “interested persons,” as that term is defined in the 1940 Act, of the Investment Manager (the “Fund Operating Expenses”), incurred by a class of a Fund listed on Schedule A during any term of this Agreement (the “Term”) exceed the Operating Expense Limit, as defined in Section 1.2 below, for such class for such Term, such excess amount (the “Excess Amount”) shall be the liability of the Investment Manager. For the purposes of this Agreement, leverage expenses shall mean fees, costs and expenses incurred by a Fund’s use of leverage (including, without limitation, expenses incurred by a Fund in creating, establishing and maintaining leverage through borrowings or the issuance of preferred shares).
Applicable Expense Limit. To the extent that the aggregate expenses incurred by a Fund in any fiscal year, including, but not limited to, investment advisory fees of the Adviser (but excluding any class-specific expenses (including distribution and service (12b-1) fees and shareholder servicing fees), interest, taxes, brokerage commissions and other costs and expenses relating to the securities that are purchased and sold by the Fund, dividend and interest expenses on securities sold short, acquired fund fees and expenses, fees and expenses incurred in connection with tax reclaim recovery services, other expenditures which are capitalized in accordance with generally accepted accounting principles, and other non-routine expenses not incurred in the ordinary course of said Fund’s business (including litigation expenses)) and expenses for which payment has been made through the use of all or a portion of brokerage commissions (or markups or markdowns) generated by that Fund (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, said excess amount (the “Excess Amount”) shall be the liability of the Adviser.
Applicable Expense Limit. To the extent that the ordinary operating expenses incurred by a Fund or a Class of a Fund in any fiscal year, excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, dividend expenses on short sales, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of a Fund’s business (“Operating Expenses”), exceed the percentage of the average daily net assets of a Fund or a Class of a Fund, as set forth in Schedule A (the “Expense Limit”), such excess amount (the “Excess Amount”) shall be the liability of the Advisor to the extent set forth in this Agreement. The Trust may offset amounts owed to a Fund or a Class of a Fund pursuant to this Agreement against the advisory fee payable to the Advisor subject to Rule 18f-3 under the Investment Company Act of 1940 (the “1940 Act”). Furthermore, to the extent that the Excess Amount exceeds such waived or reduced investment advisory fees, the Advisor shall reimburse such Fund’s or Class’s other Operating Expenses.
Applicable Expense Limit. The Fund has set an Operating Expense Limit, outlined below and stated in Appendix A. Applicable Expense shall be defined as the aggregate expenses of every character, including but not limited to investment advisory fees of the Advisor, administration fees, distribution and shareholder service fees, fees necessary for professional services, and costs associated with regulatory compliance and maintaining legal existence and shareholder relations, and other such fees and expenses, but does not include: (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions, (iii) acquired fund fees and expenses; (iv) fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); (v) borrowing costs (such as interest and dividend expense on securities sold short); (vi) taxes; and (vii) extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees and contractual indemnification of Fund service providers (other than the Adviser)). These expenses are typically shown on the financial statements of the Fund and are classified as the Fund Operating Expenses.
Applicable Expense Limit. During the Term (as defined in Section 2), the Adviser and the Distributor each agrees to waive all or a portion of their respective advisory fee and amounts payable pursuant to the Rule 12b-1 Plan to the extent necessary so that the total expenses of every character incurred by the Fund (excluding acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, and other extraordinary expenses not incurred in the ordinary course of the Fund’s business (e.g., litigation)) (“Operating Expenses”) do not exceed the Operating Expense Limit (as defined in Section 1.2 below). The parties agree that the Adviser and Distributor shall waive a proportionate amount of their respective advisory fee and Rule 12b-1 fee pari passu up to the amounts payable under the Advisory Agreement and Rule 12b-1 Plan, as applicable. During the Term, to the extent that Operating Expenses incurred by the Fund in any fiscal year (after waiver of advisory fees of the Adviser and Rule 12b-1 fees payable to the Distributor) exceed the Operating Expense Limit, such excess amount (the “Excess Amount”) shall be the liability of the Adviser and, accordingly, the Adviser shall make payments to the Fund of any and all Excess Amounts.
Applicable Expense Limit. During the Term (as defined in Section 2), the Distributor agrees to waive all or a portion of the Sub-TA Fee identified as attributable to the Institutional Class, and the Adviser agrees to pay or reimburse such other Class Expenses, to the extent necessary so that the total expenses of every character incurred by the applicable class of shares of each Fund (excluding Class Expenses not incurred in the ordinary course of the Fund’s business and non-recurring Class Expenses) (“Operating Expenses”) do not cause the Operating Expenses of the Institutional Class to exceed the Operating Expense Limit (as defined in Section 1.2 below). The parties agree that the Distributor shall waive its receipt of the Sub-TA Fee up to the amount payable to the Distributor under the Sub-TA Plan in such amounts attributable to the Institutional Class of shares of the Fund. The Adviser agrees that, to the extent Operating Expenses incurred by the Institutional Class of a Fund in any fiscal year during the Term (after application of any waiver of part or all of the Sub-TA Fee payable to the Distributor) exceed the Operating Expense Limit, the excess amount (the “Excess Amount”) shall be the liability of the Adviser and, accordingly, the Adviser shall either make payments to the Institutional Class of such Fund of any and all Excess Amounts or pay such Excess Amounts directly to the appropriate parties. Notwithstanding the foregoing, in accordance with each Fund’s 18f-3 Plan and the 1940 Act, any waiver of fees, or reimbursement of expenses, that are not Class Expenses (i.e., Fund-wide fees and expenses, such as fees payable pursuant to a Fund’s Advisory Agreement) will be allocated proportionately between the Fund’s classes based on relative net assets, such that each class bears the same percentage of Fund-wide fees and expenses.
Applicable Expense Limit. The Adviser agrees to waive the Advisory Fee and/or reimburse each Fund's other expenses (excluding taxes, interest, portfolio transaction expenses, dividend and interest expenses on short sales "acquired fund fees and expenses", proxy expenses and "extraordinary expenses") ("Other Expenses", and, together with the Advisory Fee, "Fund Operating Expenses") to the extent necessary in order to cap the Fund Operating Expenses for each share class of a Fund, as applicable, at the annual rates listed in Exhibit A. "Acquired Fund Fees and Expenses" consist of the operating expenses, trading expenses and performance- based incentive fees/allocations of the underlying investment funds in which the Fund plans to invest. "Extraordinary Expenses" are expenses incurred by the Fund outside of the ordinary course of its business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceedings, indemnification expenses and expenses in connection with holding and/or soliciting proxies for a meeting of Shareholders. To the extent the Fund Operating Expenses exceed the Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the "Excess Amount") shall be the liability of the Adviser to the extent set forth in this Agreement.