Common use of Excess Expenses Clause in Contracts

Excess Expenses. In consideration of the Adviser’s agreement as provided herein, the Company agrees to carry forward the amount of the foregone fees and Other Expenses paid, absorbed or reimbursed by the Adviser (the “Excess Expenses”), for a period not to exceed three years from the end of the fiscal quarter in which such fees are foregone or expense is incurred by the Adviser (the “Recoupment Period”). The Adviser shall be entitled to recoup from the Company the amount of such Excess Expenses during the Recoupment Period to the extent that such recoupment does not cause the Company’s Other Expenses plus recoupment to exceed 1.0% of the of the quarter-end value of the Company’s gross assets during the fiscal year. For the avoidance of doubt, if, at the end of any fiscal year in which the Adviser has recouped from the Company any Excess Expenses, the Company’s Other Expenses for such fiscal year exceed the Expense Limitation, the Adviser shall promptly pay the Company an amount equal to the lesser of: (i) the amount by which the Company’s Other Expenses for such fiscal year exceed the Expense Limitation; and (ii) the amount recouped by the Adviser for Excess Expenses in such fiscal year. Any payment by the Adviser to the Company pursuant to the foregoing sentence shall be subject to later recoupment by the Adviser in accordance with this Section 4. The Adviser’s obligations under this Section 4 shall survive termination of this Agreement.

Excess Expenses. In consideration of the Adviser’s agreement as provided herein, the Company Trust agrees to carry forward the amount of the foregone fees and Other Ordinary Operating Expenses paid, absorbed or reimbursed by the Adviser (the “Excess Expenses”), for a period not to exceed three years from the end of the fiscal quarter in which date such fees are foregone or expense is incurred by the Adviser (the “Recoupment Period”). The Adviser shall be entitled to recoup from the Company Trust the amount of such Excess Expenses during the Recoupment Period to the extent that such recoupment does not cause the CompanyTrust’s Other Ordinary Operating Expenses plus recoupment to exceed 1.0% the lesser of the Expense Limitation at the time of the quarter-end value original waiver or expense reimbursement and at the time of the Company’s gross assets during the fiscal yearrecoupment or reimbursement. For the avoidance of doubt, if, at the end of any fiscal year in which the Adviser has recouped from the Company Trust any Excess Expenses, the CompanyTrust’s Other Ordinary Operating Expenses for such fiscal year exceed the Expense Limitation, the Adviser shall promptly pay the Company Trust an amount equal to the lesser of: (i) the amount by which the CompanyTrust’s Other Ordinary Operating Expenses for such fiscal year exceed the Expense Limitation; and (ii) the amount recouped by the Adviser for Excess Expenses in such fiscal year. Any payment by the Adviser to the Company Trust pursuant to the foregoing sentence shall be subject to later recoupment by the Adviser in accordance with this Section 4. The Adviser’s obligations under this Section 4 shall survive termination of this Agreement.

Excess Expenses. In consideration of the Adviser’s agreement as provided herein, the Company Fund agrees to carry forward the amount of the foregone management fees and Other Expenses incentive fees, as applicable and expenses paid, absorbed absorbed, or reimbursed by the Adviser (the “Excess Expenses”)Adviser, for a period not to exceed three years from the end of the fiscal quarter date in which the Adviser waived or reimbursed such fees are foregone or expense is incurred by expenses (“Excess Expenses”) and to reimburse the Adviser (the “Recoupment Period”). The Adviser shall be entitled to recoup from the Company in the amount of such Excess Expenses during the Recoupment Period as promptly as possible, on a monthly basis, but only to the extent that such recoupment reimbursement does not cause the CompanyFund’s Other Specified Expenses plus recoupment to exceed 1.00.50% of the of the quarter-end average daily value of the CompanyFund’s gross net assets during the fiscal year(on an annualized basis). For the avoidance of doubt, if, at the end of any fiscal year in which the Fund has reimbursed the Adviser has recouped from the Company for any Excess Expenses, the CompanyFund’s Other Specified Expenses for such fiscal year exceed the Expense Limitation, the Adviser shall promptly pay the Company Fund an amount equal to the lesser of: (i) the amount by which the CompanyFund’s Other Specified Expenses for such fiscal year exceed the Expense Limitation; and (ii) the amount recouped by the Adviser of reimbursements for Excess Expenses paid by the Fund to the Adviser in such fiscal year. Any payment by the Adviser to the Company Fund pursuant to the foregoing sentence shall be subject to later recoupment reimbursement by the Adviser Fund in accordance with this Section 4. The Adviser’s obligations under this Section 4 shall survive termination of this Agreementletter agreement.

Excess Expenses. In consideration of the Adviser’s agreement as provided herein, the Company Fund agrees to carry forward the amount of the foregone fees and Other Expenses paid, absorbed absorbed, or reimbursed by the Adviser (the “Excess Expenses”)Adviser, for a period not to exceed three years from the end of the fiscal quarter year in which such fees are foregone or expense is incurred by the Adviser (“Excess Other Expenses”) and to reimburse the “Recoupment Period”). The Adviser shall be entitled to recoup from the Company in the amount of such Excess Other Expenses during the Recoupment Period as promptly as possible, on a monthly basis, but only to the extent that such recoupment reimbursement does not cause the CompanyFund’s Other Annual Net Expenses plus recoupment to exceed 1.01.80% of the of the quartermonth-end value of the CompanyFund’s gross net assets during the fiscal year. For the avoidance of doubt, if, at the end of any fiscal year in which the Fund has reimbursed the Adviser has recouped from the Company for any Excess Other Expenses, the CompanyFund’s Other Annual Net Expenses for such fiscal year exceed the Expense Limitation, the Adviser shall promptly pay the Company Fund an amount equal to the lesser of: (i) the amount by which the CompanyFund’s Other Annual Net Expenses for such fiscal year exceed the Expense Limitation; and (ii) the amount recouped of reimbursements for Excess Other Expenses paid by the Fund to the Adviser for Excess Expenses in such fiscal year. Any payment by the Adviser to the Company Fund pursuant to the foregoing sentence shall be subject to later recoupment reimbursement by the Adviser Fund in accordance with this Section 4. The Adviser’s obligations under this Section 4 shall survive termination of this Agreementletter agreement.

Excess Expenses. In consideration of the Adviser’s agreement as provided herein, the Company Fund agrees to carry forward the amount of the foregone investment advisory fees and Other Expenses paid, absorbed absorbed, or reimbursed by the Adviser (the “Excess Expenses”)Adviser, for a period not to exceed three years from the end of the fiscal quarter year in which such fees are foregone or expense is incurred by the Adviser (“Excess Expenses”) and to reimburse the “Recoupment Period”). The Adviser shall be entitled to recoup from the Company in the amount of such Excess Expenses during the Recoupment Period as promptly as possible, on a monthly basis, but only to the extent that such recoupment reimbursement does not cause the CompanyFund’s Other Annual Net Expenses plus recoupment to exceed 1.01.70% of the of the quartermonth-end value of the CompanyFund’s gross net assets during the fiscal year. For the avoidance of doubt, if, at the end of any fiscal year in which the Fund has reimbursed the Adviser has recouped from the Company for any Excess Expenses, the CompanyFund’s Other Annual Net Expenses for such fiscal year exceed the Expense Limitation, the Adviser shall promptly pay the Company Fund an amount equal to the lesser of: (i) the amount by which the CompanyFund’s Other Expenses for such fiscal year exceed the Expense Limitation; and (ii) the amount recouped by the Adviser of reimbursements for Excess Expenses paid by the Fund to the Adviser in such fiscal year. Any payment by the Adviser to the Company Fund pursuant to the foregoing sentence shall be subject to later recoupment reimbursement by the Adviser Fund in accordance with this Section 4. The Adviser’s obligations under this Section 4 shall survive termination of this Agreementletter agreement.

Excess Expenses. In consideration of the Adviser’s agreement as provided herein, the Company Fund agrees to carry forward the amount of the foregone investment advisory fees and Other Expenses paid, absorbed absorbed, or reimbursed by the Adviser (the “Excess Expenses”)Adviser, for a period not to exceed three years from the end of the fiscal quarter year in which such fees are foregone or expense is incurred by the Adviser (“Excess Expenses”) and to reimburse the “Recoupment Period”). The Adviser shall be entitled to recoup from the Company in the amount of such Excess Expenses during the Recoupment Period as promptly as possible, on a monthly basis, but only to the extent that such recoupment reimbursement does not cause the CompanyFund’s Other Total Annual Expenses plus recoupment to exceed 1.00.40% of the of the quarter-end average daily value of the CompanyFund’s gross net assets during the fiscal year. For the avoidance of doubt, if, at the end of any fiscal year in which the Fund has reimbursed the Adviser has recouped from the Company for any Excess Expenses, the CompanyFund’s Other Total Annual Expenses for such fiscal year exceed the Expense Limitation, the Adviser shall promptly pay the Company Fund an amount equal to the lesser of: (i) the amount by which the CompanyFund’s Other Expenses for such fiscal year exceed the Expense Limitation; and (ii) the amount recouped by the Adviser of reimbursements for Excess Expenses paid by the Fund to the Adviser in such fiscal year. Any payment by the Adviser to the Company Fund pursuant to the foregoing sentence shall be subject to later recoupment reimbursement by the Adviser Fund in accordance with this Section 4. The Adviser’s obligations under this Section 4 shall survive termination of this Agreementletter agreement.