Common use of Reimbursement Clause in Contracts

Reimbursement. If in any year in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If If, in any year in which the Advisory Agreement is still remains in effect and the effect, estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such the Fund, in whole or in part as provided below, of the investment advisory management fees waived or reduced reduced, and other payments remitted by the Adviser to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory management fees previously waived or reduced by the Adviser Adviser, and all other payments payments, if any, remitted by the Adviser to the Fund, Fund pursuant to Section 1 hereof, during any commencing with the effective date of this Agreement and continuing through each of the previous next three (3) fiscal years, less any reimbursement previously paid from time to time by such the Fund to the Adviser, Adviser pursuant to this Section 2, Agreement with respect to such waivers, reductions, and payments. The Reimbursement Amount Amount, and any portion thereof, shall not include any additional charges or fees whatsoever, whatsoever including, e.g.but not limited to, interest accruable on the Reimbursement Amount.

Reimbursement. If in If, during any year fiscal quarter in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year quarter are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 belowquarter, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2Sections 2.1, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount. To the extent any reimbursement is made pursuant to this Section 2.a., such reimbursement shall not cause the Fund Operating Expenses to exceed the Maximum Annual Operating Expense Limit that was in place at the time the Adviser waived or reduced its advisory fees or reimburse other expenses of the Fund.

Reimbursement. If in If, during any year fiscal month in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year month are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 belowmonth, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the sum of all investment advisory fees waived or reduced and other payments remitted by the Adviser with respect to a particular class of such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which , for a three year period following the Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived date such waiver or reduced by the Adviser and all other payments reduction was made or payment was remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years“Reimbursement Amount”), less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 22.a, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount. To the extent any reimbursement is made pursuant to this Section 2.a., such reimbursement shall not cause the Fund Operating Expenses to exceed the Maximum Annual Operating Expense Limit that was in place at the time the Adviser waived or reduced its advisory fees or reimburse other expenses of the Fund.

Reimbursement. If in If, during any year fiscal quarter in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year quarter are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 belowquarter, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2Sections 2.1, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount. To the extent any reimbursement is made pursuant to this Section 2.1, such reimbursement shall not cause the Fund Operating Expenses to exceed the Maximum Annual Operating Expense Limit that was in place at the time the Adviser waived or reduced its advisory fees or reimburse other expenses of the Fund.

Reimbursement. If in any year in which the Sub-Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Sub-Adviser shall be entitled to reimbursement by such Fundthe Adviser, in whole or in part as provided below, of the investment sub-advisory fees waived or reduced and other payments remitted by the Sub-Adviser to such Fund the Adviser pursuant to Section 1 hereof. The total amount of reimbursement to which the Sub-Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Sub-Adviser and all other payments remitted by the Sub-Adviser to the FundAdviser, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund the Adviser to the Sub-Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments; but in no event will the Reimbursement Amount exceed the reimbursement amount paid to the Adviser under the Expense Limitation Agreement between the Adviser and the relevant Fund. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in which the Sub-Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Sub-Adviser shall be entitled to reimbursement by such Fundthe Adviser, in whole or in part as provided below, of the investment sub-advisory fees waived or reduced and other payments remitted by the Sub-Adviser to such Fund the Adviser pursuant to Section 1 hereof. The total amount of reimbursement to which the Sub-Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment sub-advisory fees previously waived or reduced by the Sub-Adviser and all other payments remitted by the Sub-Adviser to the FundAdviser, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund the Adviser to the Sub-Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments; but in no event will the Reimbursement Amount exceed the reimbursement amount paid to the Adviser by the Fund under the Expense Limitation Agreement between the Adviser and the relevant Fund. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any fiscal year during which total Fund assets are greater than $100 million and in which the Investment Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Investment Adviser shall be entitled to reimbursement by such a Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Investment Adviser to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Investment Adviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Investment Adviser and all other payments remitted by the Investment Adviser to the a Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Investment Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments; provided, however, that no Reimbursement Amount shall be paid at a date more than three (3) years after the fiscal year when the Investment Adviser waived investment advisory fees or reimbursed other expenses to a Fund for the corresponding Excess Amount pursuant to Section 1. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year during which the total assets of a Fund are greater than the “Threshold” set forth in Schedule A, and in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's ’s Board of Trustees as provided in Section 2.2 below, the Adviser Advisor shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser Advisor to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser Advisor may be entitled ("the “Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser Advisor and all other payments remitted by the Adviser Advisor to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the AdviserAdvisor, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If If, in any year in which the Advisory Management Agreement is still remains in effect and the effect, estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser Manager shall be entitled to reimbursement by such Fundthe Portfolio, in whole or in part as provided below, of the investment advisory management and administration fees waived or reduced reduced, and other payments remitted by the Adviser Manager to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser Manager may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory management and administration fees previously waived or reduced by the Adviser Manager, and all other payments payments, if any, remitted by the Adviser Manager to the Fund, Fund pursuant to Section 1 hereof, during any commencing with the effective date of this Agreement and continuing through each of the previous next three (3) fiscal years, less any reimbursement previously paid from time to time by such the Fund to the Adviser, Manager pursuant to this Section 2, Agreement with respect to such waivers, reductions, and payments. The Reimbursement Amount Amount, and any portion thereof, shall not include any additional charges or fees whatsoever, whatsoever including, e.g.but not limited to, interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall may be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees or expenses waived or reduced by the Adviser and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser (including fees waived or reduced with respect to the Fund’s predecessor fund, if applicable) and all other payments remitted by the Adviser to the Fund, Fund pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, Adviser pursuant to this Section 2, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year during which total Portfolio assets are greater than $75 million and in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Portfolio Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the TrustFund's Board of Trustees Directors as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such Fundthe Portfolio, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund the Portfolio pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the FundPortfolio, pursuant to Section 1 hereof, during any of the previous three two (32) fiscal years, less any reimbursement previously paid by such Fund the Portfolio to the Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in If, during any year fiscal month in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year month are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 belowmonth, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the sum of all investment advisory fees waived or reduced and other payments remitted by the Adviser with respect to a particular class of such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which , for a three year period following the date such waiver or reduction was made or payment was remitted by the Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years), less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 22.a, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount. To the extent any reimbursement is made pursuant to this Section 2.a., such reimbursement shall not cause the Fund Operating Expenses to exceed the Maximum Annual Operating Expense Limit that was in place at the time the Adviser waived or reduced its advisory fees or reimburse other expenses of the Fund.

Reimbursement. If in any year during which the total assets of a Portfolio are greater than $75 million and in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Portfolio Operating Expenses of such Fund Portfolio for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such FundPortfolio, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund Portfolio pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the FundPortfolio, pursuant to Section 1 hereof, during any of the previous three two (32) fiscal years, less any reimbursement previously paid by such Fund Portfolio to the Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in At any year time in which the Advisory Agreement still is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 beloweffect, the Adviser shall be entitled to reimbursement by such said Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such said Fund pursuant to Section 1 hereofhereof to the extent that the estimated aggregate Fund Operating Expenses of said Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit (i) at the time of the fee waiver or expense payment and (ii) at the time of the reimbursement. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the a Fund, pursuant to Section 1 hereof, during any of the previous rolling three (3) fiscal years3)-year period preceding the reimbursement, less any reimbursement previously paid by such said Fund to the Adviser, pursuant to this Section 2, with respect to such said waivers, reductions, and payments. For the avoidance of doubt, the Reimbursement Amount for any said waiver, reduction, or other remittance by the Adviser shall be determined by reference to the rolling 3-year period for the waiver, reduction, or other remittance by the Adviser. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g.for example, interest accruable on the Reimbursement Amount.

Reimbursement. If If, in any year in which the Advisory Agreement is still remains in effect and the effect, estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such each Fund, in whole or in part as provided below, of the investment advisory management fees waived or reduced reduced, and other payments remitted by the Adviser to such that Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory management fees previously waived or reduced by the Adviser Adviser, and all other payments payments, if any, remitted by the Adviser to the Fund, a Fund pursuant to Section 1 hereof, during any commencing with the effective date of this Agreement and continuing through each of the previous next three (3) fiscal years, less any reimbursement previously paid from time to time by such that Fund to the Adviser, Adviser pursuant to this Section 2, Agreement with respect to such waivers, reductions, and payments. The Reimbursement Amount Amount, and any portion thereof, shall not include any additional charges or fees whatsoever, whatsoever including, e.g.but not limited to, interest accruable on the Reimbursement Amount.

Reimbursement. If in any fiscal year during which total Fund assets are greater than $100 million and in which the Investment Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Investment Adviser shall be entitled to reimbursement by such the Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Investment Adviser to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Investment Adviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Investment Adviser and all other payments remitted by the Investment Adviser to the FundFund or to a class of the Fund (as appropriate), pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Investment Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments; provided, however, that no Reimbursement Amount shall be paid at a date more than three (3) years after the fiscal year when the Investment Adviser waived investment advisory fees or reimbursed other expenses to the Fund or a class of the Fund for the corresponding Excess Amount pursuant to Section 1. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year during which the total assets of a Fund are greater than $20 million and in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser Advisor shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser Advisor to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser Advisor may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser Advisor and all other payments remitted by the Adviser Advisor to the Fund, pursuant to Section 1 hereof, during any of the previous three five (35) fiscal years, less any reimbursement previously paid by such Fund to the AdviserAdvisor, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by notification to the Trust's ’s Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any fiscal year during which total Fund assets are greater than $100 million and in which the Investment Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Investment Adviser shall be entitled to reimbursement by such a Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Investment Adviser to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Investment Adviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Investment Adviser and all other payments remitted by the Investment Adviser to the Funda Fund or a class of a Fund (as appropriate), pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Investment Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments; provided, however, that no Reimbursement Amount shall be paid at a date more than three (3) years after the fiscal year when the Investment Adviser waived investment advisory fees or reimbursed other expenses to a Fund or a class of a Fund for the corresponding Excess Amount pursuant to Section 1. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory Advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory Advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any fiscal year during which total Fund assets are greater than $100 million and in which the Investment Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Investment Adviser shall be entitled to reimbursement by such the Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Investment Adviser to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Investment Adviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Investment Adviser and all other payments remitted by the Investment Adviser to the FundFund or a class of the Fund (as appropriate), pursuant to Section 1 hereof, during any of the previous three five (35) fiscal years, years less any reimbursement previously paid by such Fund to the Investment Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any fiscal year during which total Fund assets are greater than $100 million and in which the Investment Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Investment Adviser shall be entitled to reimbursement by such a Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Investment Adviser to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Investment Adviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Investment Adviser and all other payments remitted by the Invest-ment Adviser to the a Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Investment Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments; provided, however, that no Reimbursement Amount shall be paid at a date more than three (3) years after the fiscal year when the Investment Adviser waived investment advisory fees or reimbursed other expenses to a Fund for the corresponding Excess Amount pursuant to Section 1. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in If, during any year fiscal month in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of a class of shares of such Fund for the fiscal year month are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 belowmonth, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser with respect to a particular class of such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the FundFund with respect to a particular class, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2Sections 2.a, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount. To the extent any reimbursement is made pursuant to this Section 2.a, such reimbursement shall not cause the Fund Operating Expenses to exceed the Maximum Annual Operating Expense Limit that was in place with respect to each class of a Fund at the time the Adviser waived or reduced its advisory fees or reimburse other expenses for such class of the Fund.

Reimbursement. If in any year in which the Sub-Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Sub-Adviser shall be entitled to reimbursement by such Fundthe Adviser, in whole or in part as provided below, of the investment sub-advisory fees waived or reduced and other payments remitted by the Sub-Adviser to such Fund the Adviser pursuant to Section 1 hereof. The total amount of reimbursement to which the Sub-Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Sub-Adviser and all other payments remitted by the Sub-Adviser to the FundAdviser, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund the Adviser to the Sub-Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments; but in no event will the Reimbursement Amount exceed the reimbursement amount paid to the Adviser under the Expense Limitation Agreement between the Adviser and the relevant Fund. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year during which total Portfolio assets are greater than $___________ million and in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Portfolio Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such Fundthe Portfolio, in whole or in part as provided below, of the investment advisory management fees waived or reduced and other payments remitted by the Adviser to such Fund the Portfolio pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory management fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the FundPortfolio, pursuant to Section 1 hereof, during any of the previous three [two (3) 2)] fiscal years, less any reimbursement previously paid by such Fund the Portfolio to the Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year during which the total assets of a Fund are greater than $15 million and in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser Advisor shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser Advisor to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser Advisor may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser Advisor and all other payments remitted by the Adviser Advisor to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the AdviserAdvisor, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any fiscal year during which total Fund assets are greater than $100 million and in which the Investment Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Investment Adviser shall be entitled to reimbursement by such a Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Investment Adviser to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Investment Adviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Investment Adviser and all other payments remitted by the Investment Adviser to the Funda Fund or a class of a Fund (as appropriate), pursuant to Section 1 hereof, during any of the previous three five (35) fiscal years, years less any reimbursement previously paid by such Fund to the Investment Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in At any year time in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 beloweffect, the Adviser shall be entitled to reimbursement by such each Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereofhereof to the extent that the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit (i) at the time of the fee waiver or expense payment and (ii) at the time of the reimbursement. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous rolling three (3) fiscal years3)-year period preceding the reimbursement, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments. For the avoidance of doubt, the Reimbursement Amount for any such waiver, reduction or other remittance by the Adviser shall be determined by reference to its own rolling 3-year period. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g.for example, interest accruable on the Reimbursement Amount.

Reimbursement. If If, in any year in which the Advisory Agreement is still remains in effect and the effect, estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such the Fund, in whole or in part as provided below, of the investment advisory management fees waived or reduced reduced, and other payments remitted by the Adviser to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory management fees previously waived or reduced by the Adviser Adviser, and all other payments payments, if any, remitted by the Adviser to the Fund, Fund pursuant to Section 1 hereof, during any commencing with the effective date of this Agreement and continuing through each of the previous next three (3) fiscal years, less any reimbursement previously paid from time to time by such the Fund to the Adviser, Adviser pursuant to this Section 2, Agreement with respect to such waivers, reductions, and payments. The Reimbursement Amount Amount, and any portion thereof, shall not include any additional charges or fees whatsoever, whatsoever including, e.g.but not limited to, interest accruable on the Reimbursement Amount.

Reimbursement. If in any year during which the total assets of a Fund are greater than $20 million and in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser Advisor shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser Advisor to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser Advisor may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser Advisor and all other payments remitted by the Adviser Advisor to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the AdviserAdvisor, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any fiscal year during which total Fund assets are greater than $100 million and in which the Investment Advisory Agreement is and Subadvisory Agreement are still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser Subadviser shall be entitled to reimbursement by such Fundreimbursement, in whole or in part as provided below, of the investment advisory subadvisory fees waived or reduced and other payments remitted by the Adviser to such Fund Subadviser pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser Subadviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory subadvisory fees previously waived or reduced by the Adviser Subadviser and all other payments remitted by the Adviser Subadviser to the Funda Fund or a class of a Fund (as appropriate), pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the AdviserSubadviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments; provided, however, that no Reimbursement Amount shall be paid at a date more than three (3) years after the fiscal year when the Subadviser waived subadvisory fees or reimbursed other expenses to a Fund or a class of a Fund for the corresponding Excess Amount pursuant to Section 1. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's ’s Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year during which the total assets of a Portfolio are greater than $75 million and in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Class Expenses of any Class of such Fund Portfolio for the fiscal year are less than the Maximum Annual Operating corresponding Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such FundPortfolio, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund Portfolio pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the FundPortfolio, pursuant to Section 1 hereof, during any of the previous three two (32) fiscal years, less any reimbursement previously paid by such Fund Portfolio to the Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any fiscal year during which total Fund assets are greater than $100 million and in which the Investment Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's ’s Board of Trustees as provided in Section 2.2 below, the Investment Adviser shall be entitled to reimbursement by such a Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Investment Adviser to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Investment Adviser may be entitled ("the “Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Investment Adviser and all other payments remitted by the Investment Adviser to the a Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Investment Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments; provided, however, that no Reimbursement Amount shall be paid at a date more than three (3) years after the fiscal year when the Investment Adviser waived investment advisory fees or reimbursed other expenses to a Fund for the corresponding Excess Amount pursuant to Section 1. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If With respect to each Fund, if, in any year in which Xxxx Xxxxxxx serves as the Fund’s investment adviser pursuant to an effective investment advisory agreement (the “Advisory Agreement is still in effect and Agreement”), the estimated aggregate operating expenses (the “Fund Operating Expenses Expenses”) of such Fund for the fiscal year are less than the maximum annual operating expense limit set forth in the Expense Limitation Agreement (“Maximum Annual Operating Expense Limit Limit”) for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser Xxxx Xxxxxxx shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees payable under the Advisory Agreement (the “Advisory Fees”) that were waived or reduced reduced, and other payments remitted (“Expense Reimbursements”), by the Adviser Xxxx Xxxxxxx to such Fund pursuant to Section 1 hereofthe Expense Limitation Agreement. The total amount of reimbursement to which the Adviser Xxxx Xxxxxxx may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees Advisory Fees previously waived or reduced by the Adviser Xxxx Xxxxxxx and all other payments Expense Reimbursements remitted by the Adviser Xxxx Xxxxxxx to the Fund, pursuant to Section 1 hereof, Fund during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2, Xxxx Xxxxxxx with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 2.3 below, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereofhereof or pursuant to any prior agreement that provided for reimbursement to the Adviser in the manner contemplated herein (a "Prior Agreement"). The total amount of reimbursement to which the Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereofhereof or pursuant to a Prior Agreement, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any fiscal year during which total Fund assets are greater than $100 million and in which the Investment Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Investment Adviser shall be entitled to reimbursement by such a Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Investment Adviser to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Investment Adviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Investment Adviser and all other payments remitted by the Investment Adviser to the Funda Fund or a class of a Fund (as appropriate), pursuant to Section 1 hereof, during any of the previous three five (35) fiscal years, years after a Fund commences operations less any reimbursement previously paid by such Fund to the Investment Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in Applicable Year during which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Portfolio Operating Expenses of such Fund Portfolio for the fiscal year Applicable Year are less than the Maximum Annual Operating Expense Limit for that yearApplicable Year, subject to quarterly approval by the TrustCompany's Board of Trustees Directors as provided in Section 2.2 below, the Adviser Groupama shall be entitled to reimbursement by such FundPortfolio, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser Groupama to such Fund Portfolio pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser Groupama may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser Groupama and all other payments remitted by the Adviser Groupama to the FundPortfolio, pursuant to Section 1 hereof, during any of the previous three two (32) fiscal yearsApplicable Years, less any reimbursement previously paid by such Fund Portfolio to the AdviserGroupama, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall may be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees or expenses waived or reduced by the Adviser and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser (including fees waived or reduced with respect to each Fund’s predecessor fund, if applicable) and all other payments remitted by the Adviser to the Fund, each Fund pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, Adviser pursuant to this Section 2, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, whatsoever (e.g., interest accruable on the Reimbursement Amount).

Reimbursement. If in If, during any year fiscal month in which the Advisory New Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of a class of shares of such Fund for the fiscal year month are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 belowmonth, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser with respect to such a particular Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 22.a, with respect to such waivers, reductions, reductions and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount. To the extent any reimbursement is made pursuant to this Section 2.a, such reimbursement shall not cause the Fund Operating Expenses to exceed the Maximum Annual Operating Expense Limit that was in place with respect to each class of a Fund at the time the Adviser waived or reduced its advisory fees or reimburse other expenses for such class of the Fund.

Reimbursement. If in any year during which the total assets of a Portfolio are greater than $75 million and in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Portfolio Operating Expenses of such Fund Portfolio for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the TrustFund's Board of Trustees Directors as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such FundPortfolio, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund Portfolio pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the FundPortfolio, pursuant to Section 1 hereof, during any of the previous three two (32) fiscal years, less any reimbursement previously paid by such Fund Portfolio to the Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such any Fund for the a fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser ETAM shall be entitled to reimbursement by such that Fund, in whole or in part as provided below, of the investment any and all advisory fees, administrative services fees and shareholder services fees waived or reduced and other payments remitted by ETAM to the Adviser to such Fund Fund, pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser ETAM may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees, administrative services fees and shareholder services fees previously waived or reduced by the Adviser ETAM and all other payments remitted by the Adviser ETAM to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such the Fund to the AdviserETAM, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any fiscal year during which total Fund assets are greater than $100 million and in which the Investment Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Investment Adviser shall be entitled to reimbursement by such a Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Investment Adviser to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Investment Adviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Investment Adviser and all other payments remitted by the Investment Adviser to the Funda Fund or a class of a Fund (as appropriate), pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Investment Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments; provided, however, that no Reimbursement Amount shall be paid at a date more than three (3) years after the fiscal year when the Investment Adviser waived investment advisory fees or reimbursed other expenses to a Fund or a class of a Fund for the corresponding Excess Amount pursuant to Section 1. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g.but not limited to, interest accruable on the Reimbursement Amount.

Reimbursement. If in If, during any year fiscal month in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of a class of shares of such Fund for the fiscal year month are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 belowmonth, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser with respect to such a particular Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal yearsyears from the date of the waiver or reimbursement, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 22.a, with respect to such waivers, reductions, reductions and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., including interest accruable on the Reimbursement Amount. To the extent any reimbursement is made pursuant to this Section 2.a, such reimbursement shall not cause the Fund Operating Expenses to exceed the Maximum Annual Operating Expense Limit that was in place with respect to each class of a Fund at the time the Adviser waived or reduced its advisory fees or reimburse other expenses for such class of the Fund.

Reimbursement. If in any year in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such any Fund for the a fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's ’s Board of Trustees as provided in Section 2.2 below, the Adviser ETAM shall be entitled to reimbursement by such that Fund, in whole or in part as provided below, of the investment any and all advisory fees, administrative services fees and shareholder services fees waived or reduced and other payments remitted by ETAM to the Adviser to such Fund Fund, pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser ETAM may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees, administrative services fees and shareholder services fees previously waived or reduced by the Adviser ETAM and all other payments remitted by the Adviser ETAM to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such the Fund to the AdviserETAM, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in which the Investment Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that yearon the computation date to determine reimbursements, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, then the Adviser shall may be entitled to reimbursement reimbursed by such a Fund, in whole or in part as provided belowpart, of for the investment advisory fees waived or reduced and other payments remitted by the Investment Adviser to such the Fund pursuant to Section 1 hereof. Payment of any reimbursements is subject to quarterly approval by the Trust’s Board of Trustees as provided in Section 2.2 below. Reimbursements, if any, will be paid no less frequently than quarterly. The total amount of reimbursement to which the Investment Adviser may be entitled ("the “Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Investment Adviser and all other payments remitted by the Investment Adviser to the Funda Fund or a class of a Fund (as appropriate), pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Investment Adviser, pursuant to this Section 22 hereof, with respect to such waivers, reductions, and payments; provided, however, that no Reimbursement Amount shall be paid at a date more than three (3) years after the date when the Investment Adviser waived investment advisory fees or reimbursed other expenses to a Fund or a class of a Fund for the corresponding Excess Amount pursuant to Section 1. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g.but not limited to, interest accruable on the Reimbursement Amount.

Reimbursement. If If, in any year month in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund annualized Portfolio Operating Expenses of such Fund a Portfolio for the fiscal year that month are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 belowsuch Portfolio, the Adviser shall be entitled to reimbursement by such FundPortfolio, in whole or in part as provided below, of the investment advisory fees waived or reduced (including fees waived or reduced by the Adviser’s affiliates, including the Administrator) and other payments remitted by the Adviser to such Fund Portfolio pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("the “Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and its affiliates and all other payments remitted by the Adviser to the FundPortfolio, pursuant to Section 1 hereof, during any of the previous three thirty-six (336) fiscal yearsmonths, less any reimbursement previously paid by such Fund Portfolio to the Adviser, pursuant to this Section 22.2 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in If, during any year fiscal month in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of a class of shares of such Fund for the fiscal year month are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 belowmonth, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser with respect to a particular class of such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the FundFund with respect to a particular class, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2Sections 2.a, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount. To the extent any reimbursement is made pursuant to this Section 2.a, such reimbursement shall not cause the Fund Operating Expenses to exceed the Maximum Annual Operating Expense Limit that was in place with respect to each class of a Fund at the time the Adviser waived or reduced its advisory fees or reimburse other expenses for such class of the Fund.

Reimbursement. If in If, during any year fiscal quarter in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year quarter are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 belowquarter, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section Sections 1 and 2 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section Sections 1 and 2 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 23, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount. To the extent any reimbursement is made pursuant to this Section 3, such reimbursement shall not cause the Fund Operating Expenses to exceed the Maximum Annual Operating Expense Limit that was in place at the time the Adviser waived or reduced its advisory fees or reimburse other expenses of the Fund.

Reimbursement. If in any fiscal year during which total Fund assets ------------- are greater than $100 million and in which the Investment Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Investment Adviser shall be entitled to reimbursement by such a Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Investment Adviser to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Investment Adviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Investment Adviser and all other payments remitted by the Investment Adviser to the a Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Investment Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments; provided, however, that no Reimbursement Amount shall be paid at a date more than three (3) years after the fiscal year when the Investment Adviser waived investment advisory fees or reimbursed other expenses to a Fund for the corresponding Excess Amount pursuant to Section 1. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in which the Advisory Management Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser Manager shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory management fees waived or reduced and other payments remitted by the Adviser Manager to such Fund pursuant to Section 1 hereofhereof provided such reimbursement for that year has been approved by a majority of the Trustees of the Trust. The total amount of reimbursement to which the Adviser Manager may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory management fees previously waived or reduced by the Adviser Manager and all other payments remitted by the Adviser Manager to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the AdviserManager, pursuant to this Section 22.2 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount. To the extent any Excess Amount is not reimbursed to the Manager within the three fiscal years after it was incurred, such Excess Amount shall be waived permanently.

Reimbursement. If in any year in which the Advisory Management Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser Manager shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory management fees waived or reduced and other payments remitted by the Adviser Manager to such Fund pursuant to Section 1 hereofhereof provided such reimbursement for that year has been approved by a majority of the Trustees of the Trust. The total amount of reimbursement to which the Adviser Manager may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory management fees previously waived or reduced by the Adviser Manager and all other payments remitted by the Adviser Manager to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the AdviserManager, pursuant to this Section 22.2 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in If, during any year fiscal month in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such a class of shares of the Fund for the fiscal year month are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 belowmonth, the Adviser shall be entitled to reimbursement by such the Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser with respect to such a particular class of the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the FundFund with respect to a particular class, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such the Fund to the Adviser, pursuant to this Section 2Sections 2.a, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount. To the extent any reimbursement is made pursuant to this Section 2.a, such reimbursement shall not cause the Fund Operating Expenses to exceed the Maximum Annual Operating Expense Limit that was in place with respect to each class of the Fund at the time the Adviser waived or reduced its advisory fees or reimburse other expenses for such class of the Fund.

Reimbursement. If in any year during which the total assets of a Fund are greater than $15 million and in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser Advisor shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser Advisor to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser Advisor may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser Advisor and all other payments remitted by the Adviser Advisor to the Fund, pursuant to Section 1 hereof, during any of the previous three five (35) fiscal years, less any reimbursement previously paid by such Fund to the AdviserAdvisor, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year Applicable Year in which the Advisory Agreement is still in effect and Investment Manager or an affiliate serves as investment adviser or administrator to Fund, the estimated aggregate Fund Operating Expenses of a Share Class of such Fund for the fiscal year Applicable Year are less than the Maximum Annual Operating Expense Limit for that yearApplicable Year, subject to quarterly approval by the Trust's ’s Board of Trustees as provided in Section 2.2 2(b) below, the Adviser Investment Manager shall be entitled to reimbursement by such Share Class of such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser Investment Manager to such Share Class of such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser Investment Manager may be entitled ("the “Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser Investment Manager and all other payments remitted by the Adviser Investment Manager to the Share Class of the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal yearsApplicable Years, less any reimbursement previously paid by such Share Class of such Fund to the Adviser, pursuant to this Section 2, Investment Manager with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If If, in any year month in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund annualized Portfolio Operating Expenses of such Fund a Portfolio for the fiscal year that month are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 belowsuch Portfolio, the Adviser shall be entitled to reimbursement by such FundPortfolio, in whole or in part as provided below, of the investment advisory fees waived or reduced (including fees waived or reduced by the Adviser’s affiliates, including the Administrator) and other payments remitted by the Adviser to such Fund Portfolio pursuant to Section 1 hereofhereof and pursuant to Section 1 of the Expense Limitation Agreement previously in effect among the Trust, the Adviser and Equitable Investment Management, LLC dated August 1, 2021 (“Prior ELA”). The total amount of reimbursement to which the Adviser may be entitled ("the “Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and its affiliates and all other payments remitted by the Adviser to the FundPortfolio, pursuant to Section 1 hereofhereof or Section 1 of the Prior ELA, during any of the previous three thirty-six (336) fiscal yearsmonths, less any reimbursement previously paid by such Fund Portfolio to the Adviser, pursuant to this Section 22.2 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in If, during any year fiscal month in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of a class of shares of such Fund for the fiscal year month are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 belowmonth, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser with respect to such a particular Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 22.a, with respect to such waivers, reductions, reductions and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount. To the extent any reimbursement is made pursuant to this Section 2.a, such reimbursement shall not cause the Fund Operating Expenses to exceed the Maximum Annual Operating Expense Limit that was in place with respect to each class of a Fund at the time the Adviser waived or reduced its advisory fees or reimburse other expenses for such class of the Fund.

Reimbursement. If in any year during which the total assets of a Fund are greater than $10 million and in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser Advisor shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser Advisor to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser Advisor may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser Advisor and all other payments remitted by the Adviser Advisor to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the AdviserAdvisor, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any fiscal year during which total Fund assets are greater than $100 million and in which the Investment Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Investment Adviser shall be entitled to reimbursement by such a Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Investment Adviser to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Investment Adviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Investment Adviser and all other payments remitted by the Investment Adviser to the a Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, years less any reimbursement previously paid by such Fund to the Investment Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in which during the Transition Period the Advisory Agreement is and Administrative Agreement are still in effect and the estimated aggregate Fund Operating Expenses of such each Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser ETAM shall be entitled to reimbursement by such each Fund, in whole or in part as provided below, of the investment advisory services or administrative services fees waived or reduced and other payments remitted by the Adviser ETAM to such each Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser ETAM may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory services or administrative services fees previously waived or reduced by the Adviser ETAM and all other payments remitted by the Adviser ETAM to the each Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such each Fund to the AdviserETAM, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year during which the total assets of a Fund are greater than $20 million and in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's ’s Board of Trustees as provided in Section 2.2 below, the Adviser Advisor shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser Advisor to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser Advisor may be entitled ("the “Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser Advisor and all other payments remitted by the Adviser Advisor to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the AdviserAdvisor, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such a Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval or ratification by the Trust's ’s Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 22.1, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g.for example, interest accruable on the Reimbursement Amount. To the extent any reimbursement is made pursuant to this Section 2.1, such reimbursement shall not cause the Fund Operating Expenses to exceed the Maximum Annual Operating Expense Limit that was in place at the time the Adviser waived or reduced its advisory fees or reimburse other expenses of the Fund.

Reimbursement. If in any year in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit Limit, before giving effect to any applicable performance incentive adjustment for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in which the Advisory Management Agreement is and Administrative Agreement are still in effect and the estimated aggregate Fund Trust Operating Expenses of such Fund the Trust for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser AEFC shall be entitled to reimbursement by such Fundthe Trust, in whole or in part as provided below, of the investment advisory fees and administrative services fees waived or reduced and other payments remitted by AEFC to the Adviser to such Fund Trust pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser AEFC may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser AEFC to the FundTrust, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund the Trust to the AdviserAEFC, pursuant to this Section 22.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., e.g. interest accruable on the Reimbursement Amount.

Reimbursement. If in any fiscal year during which total Fund assets are greater than $100 million and in which the Investment Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Investment Adviser shall be entitled to reimbursement by such a Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Investment Adviser to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Investment Adviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Investment Adviser and all other payments remitted by the Investment Adviser to the a Fund, pursuant to Section 1 hereof, during any of the previous three five (35) fiscal years, years less any reimbursement previously paid by such Fund to the Investment Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Reimburse-ment Amount.

Reimbursement. If With respect to each Fund, if, in any year in which John Xxxxoxx xxxxes as the Fund’s investment adviser pursuant to an effective investment advisory agreement (the “Advisory Agreement is still in effect and Agreement”), the estimated aggregate operating expenses (the “Fund Operating Expenses Expenses”) of such Fund for the fiscal year are less than the maximum annual operating expense limit set forth in the Expense Limitation Agreement (“Maximum Annual Operating Expense Limit Limit”) for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall John Xxxxoxx xxxxl be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees payable under the Advisory Agreement (the “Advisory Fees”) that were waived or reduced reduced, and other payments remitted (“Expense Reimbursements”), by the Adviser to such John Xxxxoxx xx xuch Fund pursuant to Section 1 hereofthe Expense Limitation Agreement. The total amount of reimbursement to which the Adviser may John Xxxxoxx xxx be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees Advisory Fees previously waived or reduced by the Adviser and John Xxxxoxx xxx all other payments Expense Reimbursements remitted by the Adviser to the Fund, pursuant to Section 1 hereof, John Xxxxoxx xx xhe Fund during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2, with John Xxxxoxx xxxx respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any fiscal year during which total Fund assets are greater than $100 million and in which the Investment Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's ’s Board of Trustees as provided in Section 2.2 below, the Investment Adviser shall be entitled to reimbursement by such a Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Investment Adviser to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Investment Adviser may be entitled ("the “Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Investment Adviser and all other payments remitted by the Investment Adviser to the Funda Fund or a class of a Fund (as appropriate), pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Investment Adviser, pursuant to this Section 22 hereof, with respect to such waivers, reductions, and payments; provided, however, that no Reimbursement Amount shall be paid at a date more than three (3) years after the fiscal year when the Investment Adviser waived investment advisory fees or reimbursed other expenses to a Fund or a class of a Fund for the corresponding Excess Amount pursuant to Section 1. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g.but not limited to, interest accruable on the Reimbursement Amount.

Reimbursement. If in If, during any year fiscal month in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of a class of shares of such Fund for the fiscal year month are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 belowmonth, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser with respect to such a particular Fund pursuant to Section 1 hereofhereof (. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 22.a, with respect to such waivers, reductions, reductions and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount. To the extent any reimbursement is made pursuant to this Section 2.a, such reimbursement shall not cause the Fund Operating Expenses to exceed the Maximum Annual Operating Expense Limit that was in place with respect to each class of a Fund at the time the Adviser waived or reduced its advisory fees or reimburse other expenses for such class of the Fund.

Reimbursement. If Assuming shareholder approval of the New Advisory and execution of the New Expense Limitation Agreement, if in any year in which the New Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall may be entitled to reimbursement by such the Fund, in whole or in part as provided below, of the investment advisory fees or expenses waived or reduced by the Adviser and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof, as well as pursuant to corresponding reimbursement provision in the New Expense Limitation Agreement . The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal yearsyears either under this Agreement or the New Expense Limitation Agreement, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in which the Sub-Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such the Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Sub-Adviser shall be entitled to reimbursement by such the Fund, in whole or in part as provided below, of the investment sub-advisory fees waived or reduced and other payments remitted by the Sub-Adviser to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Sub-Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment sub-advisory fees previously waived or reduced by the Sub-Adviser and all other payments remitted by the Sub-Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such the Fund to the Sub-Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in during which the Advisory Agreement is and Administrative Agreement are still in effect and effect, the estimated aggregate Fund Operating Expenses of such the Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser ETAM shall be entitled to reimbursement by such the Fund, in whole or in part as provided below, of the investment advisory services or administrative services fees waived or reduced and other payments remitted by ETAM to the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser ETAM may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory services or administrative services fees previously waived or reduced by the Adviser ETAM and all other payments remitted by the Adviser ETAM to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such the Fund to the AdviserETAM, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in If, during any year fiscal month in which the Advisory New Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of a class of shares of such Fund for the fiscal year month are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 belowmonth, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser with respect to such a particular Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 22.a, with respect to such waivers, reductions, reductions and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount. To the extent any reimbursement is made pursuant to this Section 2.a, such reimbursement shall not cause the Fund Operating Expenses to exceed the Maximum Annual Operating Expense Limit that was in place with respect to each class of a Fund at the time the Adviser waived or reduced its advisory fees or reimbursed other expenses for such class of the Fund.

Reimbursement. If in any year in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit Limit, before giving effect to any applicable performance incentive adjustment, for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If If, in any year in which the Advisory Agreement is still remains in effect and the effect, estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such Fundthe Funds, in whole or in part as provided below, of the investment advisory management fees waived or reduced reduced, and other payments remitted by the Adviser to such Fund the Funds pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory management fees previously waived or reduced by the Adviser Adviser, and all other payments payments, if any, remitted by the Adviser to the Fund, Funds pursuant to Section 1 hereof, during any commencing with the effective date of this Agreement and continuing through each of the previous three next two (32) fiscal years, less any reimbursement previously paid from time to time by such Fund the Funds to the Adviser, Adviser pursuant to this Section 2, Agreement with respect to such waivers, reductions, and payments. The Reimbursement Amount Amount, and any portion thereof, shall not include any additional charges or fees whatsoever, whatsoever including, e.g.but not limited to, interest accruable on the Reimbursement Amount.

Reimbursement. If in If, during any year fiscal month in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of a class of shares of such Fund for the fiscal year month are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 belowmonth, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser with respect to such a particular Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 22.a, with respect to such waivers, reductions, reductions and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount. To the extent any reimbursement is made pursuant to this Section 2.a, such reimbursement shall not cause the Fund Operating Expenses to exceed the Maximum Annual Operating Expense Limit that was in place with respect to each class of a Fund at the time the Adviser waived or reduced its advisory fees or reimburse other expenses for such class of the Fund.

Reimbursement. If in any year in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory Advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory Advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in during which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such a Fund for the fiscal year are less than the Maximum Annual Operating corresponding Expense Limit for that year, subject to quarterly approval by the Trust's ’s Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("the “Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees Advisory Fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in Applicable Year during which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Portfolio Operating Expenses of such Fund the Portfolio for the fiscal year Applicable Year are less than the Maximum Annual Operating Expense Limit for that yearApplicable Year, subject to quarterly approval by the TrustCompany's Board of Trustees Directors as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such Fundthe Portfolio, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund the Portfolio pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled (the "Reimbursement Repayment Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the FundPortfolio, pursuant to Section 1 hereof, during any of the previous three two (32) fiscal yearsApplicable Years, less any reimbursement previously paid by such Fund the Portfolio to the Adviser, pursuant to this Section 22 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Repayment Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Repayment Amount. The Adviser shall upon receipt of any Repayment Amount from the Portfolio pursuant to Section 2.3 or 2.4 hereof, remit to the Subadviser an amount equal to 65% of any Repayment Amount.

Reimbursement. If in If, during any year fiscal quarter in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year quarter are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 belowquarter, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section Sections 2, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount. To the extent any reimbursement is made pursuant to this Section 2, such reimbursement shall not cause the Fund Operating Expenses to exceed the Maximum Annual Operating Expense Limit that was in place at the time the Adviser waived or reduced its advisory fees or reimbursed other expenses of the Fund.

Reimbursement. If in any year in which the Advisory Agreement is still in effect Adviser or an affiliate serves as investment manager to the Fund and the estimated aggregate Other Fund Operating Expenses of such the Fund for the previous fiscal year are less than the Maximum Annual Other Fund Operating Expense Limit for that such year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such the Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such the Fund to the Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g.e. g., interest accruable on the Reimbursement Amount.

Reimbursement. If If, in any year in which the Advisory Agreement is still remains in effect and the effect, estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such each Fund, in whole or in part as provided below, of the investment advisory management fees waived or reduced reduced, and other payments remitted by the Adviser to such that Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory management fees previously waived or reduced by the Adviser Adviser, and all other payments payments, if any, remitted by the Adviser to the Fund, a Fund pursuant to Section 1 hereof, during any commencing with the effective date of this Agreement and continuing through each of the previous next three (3) fiscal years, less any reimbursement previously paid from time to time by such that Fund to the Adviser, Adviser pursuant to this Section 2, Agreement with respect to such waivers, reductions, and payments. The Reimbursement Amount Amount, and any portion thereof, shall not include any additional charges or fees whatsoever, whatsoever including, e.g.but not limited to, interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereofhereof and for Predecessor Fund Waivers and Reimbursements. The total amount of reimbursement to which the Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, and for Predecessor Fund Waivers and Reimbursements made, during any of the previous three (3) fiscal years, less (i) with respect to a Fund, any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments, and (ii) with respect to a Predecessor Fund, any reimbursements previously paid by such Predecessor Fund to the Adviser or Geneva with respect to such Predecessor Fund Waivers and Reimbursements. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in If, during any year fiscal month in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of a class of shares of such Fund for the fiscal year month are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 belowmonth, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser with respect to a particular class of such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the FundFund with respect to a particular class, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2Sections 2.a, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement AmountAmount To the extent any reimbursement is made pursuant to this Section 2.a, such reimbursement shall not cause the Fund Operating Expenses to exceed the Maximum Annual Operating Expense Limit that was in place with respect to each class of a Fund at the time the Adviser waived or reduced its advisory fees or reimburse other expenses for such class of the Fund.

Reimbursement. If in any year during which the total assets of a Fund are greater than the “Threshold” set forth in Schedule A, and in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's ’s Board of Trustees as provided in Section 2.2 below, the Adviser Advisor shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser Advisor to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser Advisor may be entitled ("the “Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser Advisor and all other payments remitted by the Adviser Advisor to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the AdviserAdvisor, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount. 2.2.

Reimbursement. If in any fiscal year and/or other period in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such a Fund for the that fiscal year and/or other period are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 belowfiscal year and/or other period, the Adviser shall may be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees or expenses waived or reduced by the Adviser and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof2 hereof during previous fiscal years and/or other periods. Notwithstanding the foregoing, the Adviser shall not be entitled to Advisory Fees waived for the period February 1, 2014 through September 30, 2015 (the “Excluded Period”). The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees Advisory Fees previously waived or reduced by the Adviser (other than Advisory Fees waived during the Excluded Period) and all other payments remitted by the Adviser to the Fund, Fund pursuant to Section 1 2 hereof, during any of the previous three (3) fiscal yearsyears and/or other periods, less any reimbursement previously paid by such Fund to the Adviser, Adviser pursuant to this Section 23, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g.for example, interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in which the Sub-Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Sub-Adviser shall be entitled to reimbursement by such Fundthe Adviser, in whole or in part as provided below, of the investment sub-advisory fees waived or reduced and other payments remitted by the Sub-Adviser to such Fund the Adviser pursuant to Section 1 hereof. The total amount of reimbursement to which the Sub-Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Sub-Adviser and all other payments remitted by the Sub-Adviser to the FundAdviser, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund the Adviser to the Sub-Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments; but in no event will the Reimbursement Amount exceed the reimbursement amount paid to the Adviser under the Expense Limitation Agreement between the Adviser and the relevant Fund. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g.for example, interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit Limit, before giving effect to any applicable performance incentive adjustment, for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's ’s Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory Advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory Advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in which the Sub-Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Sub-Adviser shall be entitled to reimbursement by such Fundthe Adviser, in whole or in part as provided below, of the investment sub-advisory fees waived or reduced and other payments remitted by the Sub-Adviser to such Fund the Adviser pursuant to Section 1 hereof. The total amount of reimbursement to which the Sub-Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Sub-Adviser and all other .other payments remitted by the Sub-Adviser to the FundAdviser, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund the Adviser to the Sub-Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments; but in no event will the Reimbursement Amount exceed the reimbursement amount paid to the Adviser under the Expense Limitation Agreement between the Adviser and the relevant Fund. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year during which a Portfolio's total assets are greater than $75million and in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Portfolio Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the TrustFund's Board of Trustees Directors as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such FundPortfolio, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund the Portfolio pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the FundPortfolio, pursuant to Section 1 hereof, during any of the previous three two (32) fiscal years, less any reimbursement previously paid by such Fund Portfolio to the Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in At any year time in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 beloweffect, the Adviser shall be entitled to reimbursement by such the Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereofhereof to the extent that the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit (i) at the time of the fee waiver or expense payment and (ii) at the time of the reimbursement. The total amount of reimbursement to which the Adviser may be entitled ("“Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal yearsyears preceding the reimbursement, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g.for example, interest accruable on the Reimbursement Amount.

Reimbursement. If in any fiscal year and in which the Advisory Management Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval quarterly review by the Trust's Corporation’s Board of Trustees Directors as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such a Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("the “Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the a Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments; provided, however, that no Reimbursement Amount shall be paid at a date more than three (3) years after the fiscal year when the Adviser waived investment advisory fees or reimbursed other expenses to a Fund for the corresponding Excess Amount pursuant to Section 1. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g.but not limited to, interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in during which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year during which the total assets of a Fund are greater than $20 million and in which the the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser Advisor shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser Advisor to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser Advisor may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser Advisor and all other payments remitted by the Adviser Advisor to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the AdviserAdvisor, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year in during which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such the Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to quarterly approval by the Trust's ’s Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such the Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("the “Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such the Fund to the Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any year during which the total assets of a Portfolio are greater than $75 million and in which the Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Class Expenses of any Class of such Fund Portfolio for the fiscal year are less than the Maximum Annual Operating corresponding Expense Limit for that year, subject to quarterly approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Adviser shall be entitled to reimbursement by such FundPortfolio, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund Portfolio pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled (the "Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the FundPortfolio, pursuant to Section 1 hereof, during any of the previous three two (32) fiscal years, less any reimbursement previously paid by such Fund Portfolio to the Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g.E.G., interest accruable on the Reimbursement Amount.

Reimbursement. If If, in any year month in which the Advisory Agreement is still in effect and effect, the estimated aggregate annualized Fund Operating Expenses of such a Fund for the fiscal year that month are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 belowsuch Fund, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced (including fees waived or reduced by the Adviser’s affiliates, including the Administrator) and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereofhereof and pursuant to Section 1 of the Expense Limitation Agreement previously in effect among the Trust, Equitable Investment Management Group, LLC and Equitable Investment Management, LLC dated August 1, 2021 (“Prior ELA”). The total amount of reimbursement to which the Adviser may be entitled ("the “Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and its affiliates and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereofhereof or Section 1 of the Prior ELA, during any of the previous three thirty-six (336) fiscal yearsmonths, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 22.2 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

Reimbursement. If in any fiscal year during which total Fund assets are greater than $100 million and in which the Investment Advisory Agreement is still in effect and effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in Section 2.2 below, the Investment Adviser shall be entitled to reimbursement by such a Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Investment Adviser to such the Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Investment Adviser may be entitled ("the “Reimbursement Amount"”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Investment Adviser and all other payments remitted by the Investment Adviser to the a Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Investment Adviser, pursuant to this Section 2Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and payments; provided, however, that no Reimbursement Amount shall be paid at a date more than three (3) years after the fiscal year when the Investment Adviser waived investment advisory fees or reimbursed other expenses to a Fund for the corresponding Excess Amount pursuant to Section 1. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.