Common use of Applicable Expense Limit Clause in Contracts

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such Fund’s business) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate ordinary operating expenses of every character incurred by a the Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (Adviser, but excluding interest, expenses incurred any distribution and service fees under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 ActAct and/or shareholder service fees as described in the then current registration statement offering shares of the Fund and interest, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short salesother investment-related costs and extraordinary expenses, such as litigation and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such the Fund’s business) 's business (“"Fund Operating Expenses”"), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “"Excess Amount”") shall be the liability of the AdviserAdviser to the extent set forth in this Agreement.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal yearcharacter, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund brokerage fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which that are capitalized in accordance with generally accepted accounting principles principles, acquired fund fees and expenses, other extraordinary expenses not incurred in the ordinary course of such the Fund’s business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1000 Xxx) incurred by the Fund in any fiscal year (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 1(b) below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal yearcharacter, including but not limited to investment advisory fees of the Adviser and any investment sub-adviser to the Fund (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund brokerage fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which that are capitalized in accordance with generally accepted accounting principles principles, acquired fund fees and expenses, other extraordinary expenses not incurred in the ordinary course of such the Fund’s business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 0000 Xxx) incurred by the Fund in any fiscal year (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 1(b) below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such Fund’s 's business) (“"Fund Operating Expenses”"), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “"Excess Amount”") shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Acttaxes, taxesbrokerage commissions, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and principles, other extraordinary expenses (including litigation) not incurred in the ordinary course of such Fund’s businessbusiness and amounts payable pursuant to any plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”)) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, the Sub-Adviser shall be responsible for reimbursing the Adviser such excess amount (the “Excess Amount”) shall be the liability of the Adviser).

Applicable Expense Limit. To the extent that the aggregate ordinary operating expenses of every character incurred by a the Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (Adviser, but excluding interest, expenses incurred any distribution and service fees under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 ActAct and/or shareholder service fees as described in the then current registration statement offering shares of the Fund and interest, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short salesother investment-related costs and extraordinary expenses, such as litigation and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such the Fund’s business) business (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the AdviserAdviser to the extent set forth in this Agreement.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal yearcharacter, including but not limited to investment advisory fees of the Adviser and any investment sub-adviser to the Fund (but excluding interestfront-end or contingent sales loads, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses dividends on short sales, interest, taxes, brokerage fees and commissions, other expenditures which that are capitalized in accordance with generally accepted accounting principles principles, acquired fund fees and expenses, and other extraordinary expenses not incurred in the ordinary course of such the Fund’s business) incurred by a class of Shares of the Fund in any fiscal year (collectively, “Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 1(b) below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser Advisor (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short salessecurities sold short, and other expenditures which are capitalized in accordance with generally accepted accounting principles and principles, other extraordinary expenses not incurred in the ordinary course of such Fund’s 's business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act, if any) (“"Fund Operating Expenses”"), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “"Excess Amount”") shall be the liability of the AdviserAdvisor.

Applicable Expense Limit. To the extent that the aggregate expenses -------------------------- of every character incurred by a the Fund in any fiscal year, including but not limited to investment advisory fees of the Investment Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short salesRule 12b-1 fees, fees paid pursuant to an Administrative Services Plan and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such the Fund’s 's business) (“"Fund Operating Expenses”"), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “"Excess Amount”") shall be the liability of the Investment Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of borrowing expenses, distribution adopted fees pursuant to Rule 12b-1 under the 1940 ActPlans, taxes, acquired fund fees and expenses, brokerage fees and commissions, dividend expenses on short sales, and other litigation expenses, expenditures which are capitalized in accordance with generally accepted accounting principles and and, other extraordinary expenses not incurred in the ordinary course of such Fund’s business) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 1.b below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, fees paid pursuant to any administrative services plan, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such Fund’s business) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund the Funds in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and principles, other extraordinary expenses not incurred in the ordinary course of such Fund’s businessFunds’ business and amounts payable pursuant to any plan adopted in accordance with Rule 12b-1 under the 1940 Act) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to organizational and offering costs and investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend fees and expenses on short salesof other investment companies in which a Fund invests, and other expenditures which are capitalized in accordance with generally accepted accounting principles and (other than offering costs), other extraordinary expenses not incurred in the ordinary course of such Fund’s businessbusiness and amounts payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate ordinary total operating expenses of every character incurred by a the Fund in any fiscal year, including but not limited to Fund investment advisory fees of the Adviser (Adviser, but excluding interest, expenses incurred any distribution and service fees under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 ActAct and/or shareholder service fees as described in the then current registration statement offering shares of the Fund, taxes, acquired fund other fees and expenses, and any interest, taxes, brokerage commissions, dividend expenses on short salesother investment-related costs and extraordinary expenses, such as litigation and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such the Fund’s business) business (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the AdviserAdviser to the extent set forth in this Agreement.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal yearcharacter, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund brokerage fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which that are capitalized in accordance with generally accepted accounting principles principles, acquired fund fees and expenses, other extraordinary expenses not incurred in the ordinary course of such the Fund’s business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 0000 Xxx) incurred by the Fund in any fiscal year (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 1(b) below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate ordinary operating expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (Adviser, but excluding interest, expenses incurred any distribution and service fees under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 ActAct and/or shareholder service fees as described in the then current registration statement offering shares of the Fund and interest, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short salesother investment-related costs and extraordinary expenses, such as litigation and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such the Fund’s business) 's business (“"Fund Operating Expenses”"), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “"Excess Amount”") shall be the liability of the AdviserAdviser to the extent set forth in this Agreement.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles principles, and other extraordinary expenses not incurred in the ordinary course of such Fund’s business) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, expenses incurred under a shareholder servicing or administrative servicing plan, if applicable) and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such Fund’s business) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees expenses for which payment has been made through the use of the Adviser all or a portion of brokerage commissions (or markups or markdowns) generated by that Fund (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Acttaxes, taxesbrokerage commissions, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles principles, and other extraordinary expenses not incurred in the ordinary course of such Fund’s 's business) (“"Fund Operating Expenses”"), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “"Excess Amount”") shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses -------------------------- of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Investment Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short salesRule 12b-1 fees, fees paid pursuant to an Administrative Services Plan and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such the Fund’s 's business) (“"Fund Operating Expenses”"), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “"Excess Amount”") shall be the liability of the Investment Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to organizational and offering costs and investment advisory management fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend fees and expenses on short salesof other investment companies in which a Fund invests, and other expenditures which are capitalized in accordance with generally accepted accounting principles and (other than offering costs), other extraordinary expenses not incurred in the ordinary course of such Fund’s businessbusiness and amounts payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character 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, interest, taxes, brokerage commissions and other costs and expenses incurred under a plan of distribution adopted pursuant relating to Rule 12b-1 under the 1940 Act, taxessecurities that are purchased and sold by the Fund, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles principles, and other extraordinary non-routine expenses not incurred in the ordinary course of such Fund’s 's business) (“"Fund Operating Expenses”"), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “"Excess Amount”") shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles principles, and other extraordinary expenses not incurred in the ordinary course of such Fund’s 's business) (“"Fund Operating Expenses”"), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “"Excess Amount”") shall be the liability of the Adviser.

Applicable Expense Limit. To After the fee waiver as described in Section 1 and to the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted fees pursuant to Rule 12b-1 under the 1940 ActPlans, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such Fund’s business) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 2.b. below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate total operating expenses of every character incurred by a the Fund in any fiscal year, (including (but not limited to to) investment advisory fees of the Adviser Adviser, distribution/service (Rule 12b-1) fees, and shareholder services fees, but excluding excluding, as applicable, any taxes, leverage interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxesbrokerage commissions, acquired fund fees and expenses, brokerage commissions, dividend expenses on short salesincurred in connection with any merger or reorganization, and other expenditures which are capitalized in accordance with generally accepted accounting principles extraordinary expenses (such as litigation and other extraordinary expenses not incurred in the ordinary course of such the Fund’s business)) incurred by the Fund in any fiscal year (“Fund Operating Expenses”), exceed the “Maximum Annual Operating Expense Limit, ,” as defined in Section 1.2 1(b) below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal yearcharacter, including but not limited to investment advisory fees of the Adviser Advisor (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Acttaxes, taxesbrokerage commissions, dividend payments on short sales, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and principles, other extraordinary expenses not incurred in the ordinary course of such a Fund’s business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1000 Xxx) incurred by a Fund in any fiscal year (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 1(b) below, such excess amount (the “Excess Amount”) shall be the liability of the AdviserAdvisor.

Applicable Expense Limit. To After the fee waiver as described in Section 1 and to the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted fees pursuant to Rule 12b-1 under the 1940 ActPlans, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such Fund’s business) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 2.b. below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To After taking into account the fee waiver as described in Section 1 and to the extent that the aggregate operating expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted fees pursuant to Rule 12b-1 under the 1940 ActPlans, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such Fund’s business) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 2.b. below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a the Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of borrowing expenses, distribution adopted fees pursuant to Rule 12b-1 under the 1940 Actplans, taxes, acquired fund fees and expenses, brokerage fees and commissions, dividend expenses on short sales, and litigation expenses, other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such the Fund’s business) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 1.b below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate ordinary operating expenses of every character incurred by a Fund in any fiscal year, including but not limited to organizational expenses, investment advisory fees of the Adviser (and Rule 12b-1 distribution/service fees, as applicable, but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund brokerage expenses, other investment-related expenses, fees and expensesexpenses of the underlying funds in which the Fund invests (as applicable), brokerage commissions, dividend expenses on short sales, the expense of the Guaranteed Lifetime Income Benefit Certificate (as applicable) and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such Fund’s business) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the AdviserAdviser to the extent set forth in this Agreement.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such Fund’s business) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 1.b below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses -------------------------- of every character incurred by a the Fund in any fiscal year, including but not limited to investment advisory fees of the Investment Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend Rule 12b-1 fees, fees paid pursuant to an Administrative Services Plan, wrapper fee, premiums and expenses on short sales, related to wrapper agreements for the Fund and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such the Fund’s 's business) (“"Fund Operating Expenses”"), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “"Excess Amount”") shall be the liability of the Investment Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such Fund’s business) (“"Fund Operating Expenses”"), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “"Excess Amount”") shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate ordinary operating expenses of every character incurred by a the Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (and the ordinary operating expenses of the Master Portfolio, but excluding interest, expenses incurred any distribution and service fees under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 ActAct and/or shareholder service fees as described in the then current registration statement offering shares of the Fund and interest, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short salesother investment-related costs and extraordinary expenses, such as litigation and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such the Fund’s business) business (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the AdviserAdviser to the extent set forth in this Agreement.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such Fund’s business) (( “Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser Advisor (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short salessecurities sold short, and other expenditures which are capitalized in accordance with generally accepted accounting principles and principles, other extraordinary expenses not incurred in the ordinary course of such Fund’s business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act, if any) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the AdviserAdvisor.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Acttaxes, taxesbrokerage commissions, acquired fund fees and expenses, brokerage commissionsinvestment advisory and/or variable performance incentive fees paid to the Advisor, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and principles, other extraordinary expenses not incurred in the ordinary course of such Fund’s the Funds’ business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1000 Xxx) incurred by the Funds in any fiscal year (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 1 (b) below, such excess amount (the “Excess Amount”) shall be the liability of the AdviserAdvisor.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Actinterest expense, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and principles, other extraordinary expenses not incurred in the ordinary course of such Fund’s business, and amounts payable pursuant to any plan adopted in accordance with Rule 12b-1 under the 1940 Act) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser. Only the Funds identified in Schedule A include acquired fund fees and expenses within the Maximum Annual Expenses.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to organizational costs and investment advisory management fees of the Adviser Manager, or AXA Equitable, in the case of the Money Market Fund (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and principles, other extraordinary expenses not incurred in the ordinary course of such Fund’s business's business and amounts payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act) (“"Fund Operating Expenses”"), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “"Excess Amount”") shall be the liability of the AdviserManager, or of AXA Equitable in the case of the Money Market Fund.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, expenses incurred under a shareholder servicing or administrative servicing plan, if applicable) and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such Fund’s 's business) (“"Fund Operating Expenses”"), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “"Excess Amount”") shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate ordinary total operating expenses of every character incurred by a the Fund in any fiscal year, including but not limited to Fund investment advisory fees of the Adviser (Adviser, but excluding interest, expenses incurred any distribution and service fees under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 ActAct and/or shareholder service fees as described in the then current registration statement offering shares of the Fund, taxes, acquired all underlying fund advisory or other fees and expenses, and any interest, taxes, brokerage commissions, dividend expenses on short salesother investment-related costs and extraordinary expenses, such as litigation and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such the Fund’s business) business (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the AdviserAdviser to the extent set forth in this Agreement.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a the Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such Fund’s business) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate ordinary operating expenses of every character incurred by a the Fund in any fiscal year, including but not limited to Fund investment advisory fees of the Adviser (Adviser, but excluding interest, expenses incurred any distribution and service fees under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 ActAct and/or shareholder service fees as described in the then current registration statement offering shares of the Fund, taxes, acquired all underlying fund advisory or other fees and expenses, and any interest, taxes, brokerage commissions, dividend expenses on short salesother investment-related costs and extraordinary expenses, such as litigation and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such the Fund’s business) business (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the AdviserAdviser to the extent set forth in this Agreement.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, fees paid pursuant to any administrative services plan, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such Fund’s business) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 l2b-l under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such Fund’s business) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal yearcharacter, including but not limited to investment advisory fees of the Adviser Advisor (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Actdividend expense on securities sold short, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and principles, other extraordinary expenses not incurred in the ordinary course of such Fund’s 's business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 0000 Xxx) incurred by the Fund in any fiscal year (“"Fund Operating Expenses”"), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 1(b) below, such excess amount (the “"Excess Amount”") shall be the liability of the AdviserAdvisor.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Actinterest expense, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and principles, other extraordinary expenses not incurred in the ordinary course of such Fund’s business, and amounts payable pursuant to any plan adopted in accordance with Rule 12b-1 under the 1940 Act) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, distribution fees pursuant to Rule 12b-1 Plans, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Actshareholder servicing or administrative servicing plan, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, ) and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such Fund’s business) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Acttaxes, taxesbrokerage commissions, acquired fund fees and expenses, brokerage commissionsinvestment advisory and/or variable performance incentive fees paid to the Advisor, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and principles, other extraordinary expenses not incurred in the ordinary course of such Fund’s the Funds’ business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 0000 Xxx) incurred by the Funds in any fiscal year (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 1(b) below, such excess amount (the “Excess Amount”) shall be the liability of the AdviserAdvisor.

Applicable Expense Limit. To the extent that the aggregate expenses of every character 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, interest, taxes, brokerage commissions and other costs and expenses incurred under a plan of distribution adopted pursuant relating to Rule 12b-1 under the 1940 Act, taxessecurities that arc purchased and sold by the Fund, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles principles, and other extraordinary non-routine expenses not incurred in the ordinary course of such Fund’s business) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser.