Common use of Expenses Clause in Contracts

Expenses. During the term of this Agreement, SubAdviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Funds’ or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or sold for carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s Funds’ custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the each Fund for sale in the various states; freight and other charges in connection with the shipment of the each Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of a Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of a Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust's, the Fund's or Adviser's expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or sold for carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s 's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s 's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Funds or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser the Adviser will pay all expenses incurred by it in connection with its activities under this Agreement, except such expenses as are assumed by the Trust under this Agreement and such expenses as are assumed by a Sub-Adviser under its Sub-Adviser Agreement. The Adviser further agrees to pay all fees payable to the Sub-Advisers, executive salaries and expenses of the Trustees of the Trust who are employees of the Adviser or its affiliates, and office rent of the Trust. The Trust shall be responsible for all of the other than expenses of its operations, including, without limitation, the cost management fee payable hereunder; brokerage commissions; interest; legal fees and expenses of securities attorneys; fees of auditors, transfer agents and other investments (including brokerage commissions dividend disbursing agents, custodians and other transaction chargesshareholder servicing agents; the expense of obtaining quotations for calculating the Trust’s net asset value; taxes, if any, and the preparation of the Trust’s tax returns; cost of stock certificates and any other expenses (including clerical expenses) purchased of issue, sale, repurchase or sold redemption of shares; expenses of registering and qualifying shares of the Trust under federal and state laws and regulations (including the salary of employees of the Adviser engaged in the registering and qualifying of shares of the Trust under federal and state laws and regulations or a pro-rata portion of the salary of employees to the extent so engaged); salaries of personnel involved in placing orders for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms execution of the Advisory Agreement, the SubAdviser may obtain investment information, research Trust’s portfolio transactions; expenses of disposition or assistance from offering any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser)portfolio securities held by a Series; expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, notices and proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services materials to a pricing agent, if any; registration and filing fees of the SECexisting shareholders; expenses of registering or qualifying securities of the Fund for sale in the various states; freight printing and filing reports and other charges documents filed with governmental agencies; expenses in connection with the shipment shareholder and director meetings; expenses of the Fund’s portfolio securitiesprinting and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of nonTrustees of the Trust who are not employees of the Adviser or any Sub-interested TrusteesAdviser, or their affiliates; salaries of shareholder relations personnelBoard approved trade association dues; costs of shareholders meetings; insurance; interest; brokerage costsinsurance premiums; and extraordinary expenses such as litigation expenses. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Trust, as set forth herein, the Trust shall promptly reimburse the Adviser for such costs and other extraordinary or non-recurring expenses. To the extent the services for which the Trust is obligated to pay are performed by the Adviser, the Adviser shall be entitled to recover from the Trust only to the extent of its costs for such services.

Expenses. During the term of this Agreement, SubAdviser the Manager will pay all expenses incurred by it in connection with its activities under this Agreement, except such expenses as are assumed by the Fund under this Agreement and such expenses as are assumed by a Sub-Adviser under its Sub-Adviser Agreement. The Manager further agrees to pay all fees payable to the Sub-Advisers, executive salaries and expenses of the Directors of the Fund who are employees of the Manager or its affiliates, and office rent of the Fund. The Fund shall be responsible for all of the other than expenses of its operations, including, without limitation, the cost management fee payable hereunder; brokerage commissions; interest; legal fees and expenses of securities attorneys; fees of auditors, transfer agents and other investments (including brokerage commissions dividend disbursing agents, custodians and other transaction chargesshareholder servicing agents; the expense of obtaining quotations for calculating each Fund's net asset value; taxes, if any) purchased or sold for , and the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms preparation of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational tax returns; cost of stock certificates and offering any other expenses (which include out-of-pocket including clerical expenses) of issue, but not overhead sale, repurchase or employee costs redemption of shares; expenses of registering and qualifying shares of the SubAdviserFund under federal and state laws and regulations (including the salary of employees of the Manager engaged in the registering and qualifying of shares of the Fund under federal and state laws and regulations or a pro-rata portion of the salary of employees to the extent so engaged); salaries of personnel involved in placing orders for the execution of the Fund's portfolio transactions; expenses for legal, accounting and auditing servicesof disposition or offering any of the portfolio securities held by a Series; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, notices and proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services materials to a pricing agent, if any; registration and filing fees of the SECexisting shareholders; expenses of registering or qualifying securities of the Fund for sale in the various states; freight printing and filing reports and other charges documents filed with governmental agencies; expenses in connection with the shipment shareholder and director meetings; expenses of the Fund’s portfolio securitiesprinting and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of nonDirectors of the Fund who are not employees of the Manager or any Sub-interested TrusteesAdviser, or their affiliates; salaries trade association dues; insurance premiums; extraordinary expenses such as litigation expenses. To the extent the Manager incurs any costs or performs any services which are an obligation of shareholder relations personnel; the Fund, as set forth herein, the Fund shall promptly reimburse the Manager for such costs and expenses. To the extent the services for which the Fund is obligated to pay are performed by the Manager, the Manager shall be entitled to recover from the Fund only to the extent of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expensesits costs for such services.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement, except as provided for below. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Subadviser shall not be responsible for the Trust’s, the Fund’s or the Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith; expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting accounting, and auditing servicesservices rendered to the Trust or the Fund; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses of the Trust or the Fund. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses. Upon request by the Adviser, Subadviser agrees to reimburse the Adviser for reasonable costs associated with certain changes or supplements to the Fund’s disclosure documents (“Supplements”). Such Supplements are those generated due to changes by Subadviser requiring prompt disclosure in the Trust’s prospectus, statement of additional information, and/or information statement and for which, at the time of notification by Subadviser to Adviser of such changes, the Trust is not already generating a supplement or amendment to the Trust’s registration statement for other purposes or for which the Adviser may not be able to reasonably add such changes to a pending supplement. Such changes by Subadviser include, but are not limited to, changes to its structure, to key investment personnel, to investment style or management. Subadviser shall reimburse the Adviser or the Trust, as applicable, for all of the costs associated with generating such Supplements, and/or any required Board and/or proxy expenses related to approving a change in control of the Subadviser provided that to the extent the Trust is already incurring proxy expenses unrelated to the Subadviser and it is possible to include any shareholder proposals related to approving a change in control of the Subadviser in the same proxy statement, proxy expenses shall be reasonably shared between the Trust and the Subadviser. Reimbursable costs may include, but are not limited to, costs of preparation, filing, printing, postage, and/or distribution of such Supplements to all existing Fund shareholders and such other expenses as may be mutually agreed by the parties.

Expenses. During the term of this Agreement, SubAdviser the Adviser will pay all expenses incurred by it in connection with its activities under this Agreement, except such expenses as are assumed by the Trust under this Agreement and such expenses as are assumed by a Sub-Adviser under its Sub-Advisory Agreement. The Adviser further agrees to pay all fees payable to the Sub-Advisers, executive salaries and expenses of the Trustees of the Trust who are employees of the Adviser or its affiliates, and office rent of the Trust. The Trust shall be responsible for all of the other than expenses of its operations, including, without limitation: the cost management fee payable hereunder; brokerage commissions; interest; legal fees and expenses of securities attorneys; fees of auditors, transfer agents and other investments (including brokerage commissions dividend disbursing agents, custodians and other transaction chargesshareholder servicing agents; the expense of obtaining quotations for calculating the Trust’s net asset value; taxes, if any, and the preparation of the Trust’s tax returns; cost of stock certificates and any other expenses (including clerical expenses) purchased of issue, sale, repurchase or sold redemption of shares; expenses of registering and qualifying shares of the Trust under federal and state laws and regulations (including the salary of employees of the Adviser engaged in the registering and qualifying of shares of the Trust under federal and state laws and regulations or a pro-rata portion of the salary of employees to the extent so engaged); salaries of personnel involved in placing orders for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms execution of the Advisory Agreement, the SubAdviser may obtain investment information, research Trust’s portfolio transactions; expenses of disposition or assistance from offering any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser)portfolio securities held by a Series; expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, notices and proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services materials to a pricing agent, if any; registration and filing fees of the SECexisting shareholders; expenses of registering or qualifying securities of the Fund for sale in the various states; freight printing and filing reports and other charges documents filed with governmental agencies; expenses in connection with the shipment shareholder and director meetings; expenses of the Fund’s portfolio securitiesprinting and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of nonTrustees of the Trust who are not employees of the Adviser or any Sub-interested TrusteesAdviser, or their affiliates; salaries of shareholder relations personnelBoard approved trade association dues; costs of shareholders meetings; insurance; interest; brokerage costsinsurance premiums; and extraordinary expenses such as litigation expenses. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Trust, as set forth herein, the Trust shall promptly reimburse the Adviser for such costs and other extraordinary or non-recurring expenses. To the extent the services for which the Trust is obligated to pay are performed by the Adviser, the Adviser shall be entitled to recover from the Trust only to the extent of its costs for such services.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Funds’ or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or sold for carrying Allocated Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toAllocated Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s Funds’ custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the each Fund for sale in the various states; freight and other charges in connection with the shipment of the each Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of a Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of a Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser the Adviser will pay all expenses incurred by it in connection with its activities under this Agreement, except such expenses as are assumed by the Company under this Agreement and such expenses as are assumed by a Sub-Adviser under its Sub-Adviser Agreement. The Adviser further agrees to pay all fees payable to the Sub-Advisers, executive salaries and expenses of the Directors of the Company who are employees of the Adviser or its affiliates, and office rent of the Company. The Company shall be responsible for all of the other than expenses of its operations, including, without limitation, the cost management fee payable hereunder; brokerage commissions; interest; legal fees and expenses of securities attorneys; fees of auditors, transfer agents and other investments (including brokerage commissions dividend disbursing agents, custodians and other transaction chargesshareholder servicing agents; the expense of obtaining quotations for calculating each Company’s net asset value; taxes, if any) purchased or sold for , and the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms preparation of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from Company’s tax returns; cost of stock certificates and any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket including clerical expenses) of issue, but not overhead sale, repurchase or employee costs redemption of shares; expenses of registering and qualifying shares of the SubAdviserCompany under federal and state laws and regulations (including the salary of employees of the Adviser engaged in the registering and qualifying of shares of the Company under federal and state laws and regulations or a pro-rata portion of the salary of employees to the extent so engaged); expenses for legal, accounting and auditing servicesof disposition or offering any of the portfolio securities held by a Series; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, notices and proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services materials to a pricing agent, if any; registration and filing fees of the SECexisting shareholders; expenses of registering or qualifying securities of the Fund for sale in the various states; freight printing and filing reports and other charges documents filed with governmental agencies; expenses in connection with the shipment shareholder and Director meetings; expenses of the Fund’s portfolio securitiesprinting and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of nonDirectors of the Company who are not employees of the Adviser or any Sub-interested TrusteesAdviser, or their affiliates; salaries trade association dues; insurance premiums; extraordinary expenses such as litigation expenses. To the extent the Adviser incurs any costs or performs any services which are an obligation of shareholder relations personnel; the Company, as set forth herein, the Company shall promptly reimburse the Adviser for such costs and expenses. To the extent the services for which the Company is obligated to pay are performed by the Adviser, the Adviser shall be entitled to recover from the Company only to the extent of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expensesits costs for such services.

Expenses. During the term of this Agreement, SubAdviser will The Adviser shall pay all of its expenses incurred by it in connection with arising from the performance of its activities obligations under this Agreement other than and shall pay any salaries, fees and expenses of the cost Directors and officers of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that the Fund who are employees of the Adviser or its affiliates. Except as provided below, the Adviser shall not be required to pay any compensation other than as provided by the terms expenses of the Advisory AgreementFund, including, without limitation, organization expenses of the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses Fund (which include including out-of-pocket expenses, but not including the Adviser's overhead or employee costs of the SubAdvisercosts); expenses for legal, accounting brokerage commissions; maintenance of books and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges records which are required to be maintained by the Fund's custodian or other agents of the Fund’s custodians ; telephone, telex, facsimile, postage and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SECother communications expenses; expenses of registering or qualifying securities of the Fund for sale in the various statesrelating to investor and public relations; freight freight, insurance and other charges in connection with the shipment of the Fund’s 's portfolio securities; indemnification of Directors and officers of the Fund; travel expenses (or an appropriate portion thereof) of Directors and officers of the Fund who are directors, officers or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Board of Directors of the Fund or any committee thereof or advisors thereto held outside of New York, New York; interest, fees and expenses of non-interested Trusteesindependent attorneys, auditors, custodians, accounting agents, transfer agents, dividend disbursing agents and registrars; salaries payment for portfolio pricing or valuation service to pricing agents, accountants, bankers and other specialists, if any; taxes and government fees; cost of shareholder relations personnelstock certificates and any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares; expenses of registering and qualifying shares of the Fund under Federal and state laws and regulations; expenses of printing and distributing reports, notices, dividends and proxy materials to existing stockholders; expenses of printing and filing reports and other documents filed with governmental agencies, expenses of printing and distributing prospectuses; expenses of annual and special stockholders' meetings; costs of shareholders meetingsstationery, fees and expenses (specifically including travel expenses relating to Fund business) of Directors of the Fund who are not employees of the Adviser or its affiliates; insurancemembership dues in the Investment Company Institute; interest; brokerage costs; insurance premiums and extraordinary expenses such as litigation and other extraordinary or non-recurring expenses.

Expenses. During the term of this Agreement, SubAdviser the Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or sold for carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Funds or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser the Administrator will pay all expenses incurred by it in connection with its activities under this Agreement, except such expenses as are assumed by the Trust under this Agreement and such expenses as are assumed by a Series' investment adviser pursuant to an Investment Management Agreement or by a Series' sub-adviser pursuant to a Sub-Advisory Agreement. The Trust shall be responsible for all of the other than expenses of its operations, including, without limitation, the cost administration fee payable hereunder; advisory fees; brokerage commissions; interest; legal fees and expenses of securities attorneys; fees of auditors, transfer agents and other investments (including brokerage commissions dividend disbursing agents, custodians and other transaction chargesshareholder servicing agents; fees of accountants and accounting services; the expense of obtaining quotations for calculating each Trust's net asset value; taxes, if any, and the preparation of the Trust's tax returns; cost of stock certificates and any other expenses (including clerical expenses) purchased of issue, sale, repurchase or sold redemption of shares; expenses of registering and qualifying shares of the Trust under federal and state laws and regulations; salaries of personnel involved in placing orders for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms execution of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the FundTrust's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser)portfolio transactions; expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, notices and proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services materials to a pricing agent, if any; registration and filing fees of the SECexisting shareholders; expenses of registering or qualifying securities of the Fund for sale in the various states; freight printing and filing reports and other charges documents filed with governmental agencies; expenses in connection with the shipment shareholder and trustee meetings; expenses of the Fund’s portfolio securitiesprinting and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of non-interested TrusteesTrustees of the Trust; salaries trade association dues; insurance premiums; extraordinary expenses such as litigation expenses. To the extent the Administrator incurs any costs or performs any services which are an obligation of shareholder relations personnel; the Trust, as set forth herein, the Trust shall promptly reimburse the Administrator for such costs and expenses. To the extent the services for which the Trust is obligated to pay are performed by the Administrator, the Administrator shall be entitled to recover from the Trust only to the extent of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expensesits costs for such services.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or sold for carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Funds or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser the Adviser will pay all expenses incurred by it in connection with its activities under this Agreement, except such expenses as are assumed by the Trust under this Agreement and such expenses as are assumed by a Sub-Adviser under its Sub-Adviser Agreement. The Adviser further agrees to pay all fees payable to the Sub-Advisers, executive salaries and expenses of the Trustees of the Trust who are employees of the Adviser or its affiliates, and office rent of the Trust. The Trust shall be responsible for all of the other than expenses of its operations, including, without limitation, the cost management fee payable hereunder; brokerage commissions; interest; legal fees and expenses of securities attorneys; fees of auditors, transfer agents and other investments (including brokerage commissions dividend disbursing agents, custodians and other transaction chargesshareholder servicing agents; the expense of obtaining quotations for calculating each Trust’s net asset value; taxes, if any) purchased or sold for , and the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms preparation of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from Trust’s tax returns; cost of stock certificates and any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket including clerical expenses) of issue, but not overhead sale, repurchase or employee costs redemption of shares; expenses of registering and qualifying shares of the SubAdviserTrust under federal and state laws and regulations (including the salary of employees of the Adviser engaged in the registering and qualifying of shares of the Trust under federal and state laws and regulations or a pro-rata portion of the salary of employees to the extent so engaged); expenses for legal, accounting and auditing servicesof disposition or offering any of the portfolio securities held by a Series; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, notices and proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services materials to a pricing agent, if any; registration and filing fees of the SECexisting shareholders; expenses of registering or qualifying securities of the Fund for sale in the various states; freight printing and filing reports and other charges documents filed with governmental agencies; expenses in connection with the shipment shareholder and Trustee meetings; expenses of the Fund’s portfolio securitiesprinting and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of nonTrustees of the Trust who are not employees of the Adviser or any Sub-interested TrusteesAdviser, or their affiliates; salaries trade association dues; insurance premiums; extraordinary expenses such as litigation expenses. To the extent the Adviser incurs any costs or performs any services which are an obligation of shareholder relations personnel; the Trust, as set forth herein, the Trust shall promptly reimburse the Adviser for such costs and expenses. To the extent the services for which the Trust is obligated to pay are performed by the Adviser, the Adviser shall be entitled to recover from the Trust only to the extent of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expensesits costs for such services.

Expenses. During the term of this Agreement, SubAdviser will pay TAMIC shall bear all expenses incurred (excluding brokerage costs, custodian fees, auditor fees and other expenses to be borne by it either the Portfolio or the Trust) in connection with the performance of its activities services under this Agreement and shall pay: (a) any subadviser fee incurred under any and all Subadvisory Agreement(s) with respect to the Portfolio, and (b) any other than fees required to be paid to any Subadviser. The Trust will bear certain other expenses to be incurred in its operation, including, but not limited to: (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the cost purchase or sale of securities and other investments investment instruments; (including brokerage commissions and other transaction charges, if anyiii) purchased or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-the Trust's trustees other than those who are "interested Trusteespersons" of the Trust; salaries (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of shareholder relations personnelthe Trust and the Portfolio's shares for distribution under state and federal securities laws; costs (vii) expenses of printing and mailing reports and notices and proxy material to shareholders meetingsof the Portfolio; insurance(viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; interest(ix) insurance premiums for fidelity bond and other coverage; brokerage costs(x) investment management fees; (xi) expenses of typesetting for printing prospectuses and statements of additional information and supplements thereto; (xii) expenses of printing and mailing prospectuses and statements of additional information and supplements thereto; and litigation and other extraordinary or (xiii) such non-recurring expensesor extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and legal obligation that the Portfolio may have to indemnify the Trust's trustees, officers and/or employees or agents with respect thereto. The Trust will bear all other expenses that TAMIC has not specifically assumed hereunder.

Expenses. During the term of this Agreement, SubAdviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested TrusteesDirectors; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses.

Expenses. During the term The Subadviser will bear its own costs of this Agreement, SubAdviser providing services hereunder. The Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for expenses of the Investment Adviser or the Fund, including, but not limited to, the following: the Fund's or Adviser’s legal, auditing and accounting expenses, which shall include, but not be limited to, organizational and offering ; expenses (which include out-of-pocket expenses, but not overhead or employee costs of maintenance of the SubAdviser); expenses for legalFund's books and records other than those required to be maintained by the Subadviser, accounting including computation of the Fund's daily net asset value per share and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges interest, taxes, governmental fees and membership dues incurred by the Fund; fees of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrarscustodian, transfer agentsagent, dividend disbursing agents and dividend reinvestment plan registrar or other agents; payment for portfolio pricing services expenses of preparing the Fund's share certificates; expenses relating to a pricing agent, if any; registration and filing fees the redemption or repurchase of the SECFund’s shares; expenses of registering or and qualifying securities Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents and all regulatory filing requirements necessitated by a change of control of the Fund for sale Subadviser or any change in the various states; freight and other charges in connection with portfolio manager or managers assigned by the shipment of Subadviser to manage the Fund’s portfolio securities); fees and expenses cost of non-interested Trustees; salaries of shareholder relations personnelFund stationery; costs of shareholders meetingsTrustee, shareholder and other meetings of the Trust or Fund (except that the Subadviser will be responsible for costs associated with any shareholder meeting, or any information statement prepared and distributed in lieu of a shareholder meeting, necessitated by a change of control of the Subadviser); insurancetraveling expenses of officers, trustees and employees of the Trust or Fund; interest; brokerage costsfees of the Trust's trustees and salaries of any officers or employees of the Trust or Fund; and litigation the Fund's pro rata portion of premiums on any fidelity bond and other extraordinary insurance covering the Trust or non-recurring expensesFund and their officers and trustees.

Expenses. During the term The Subadviser will bear its own costs of this Agreement, SubAdviser providing services -------- hereunder. The Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for expenses of the Investment Adviser or the Fund, including, but not limited to, the following: the Fund's or Adviser’s legal, auditing and accounting expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges maintenance of the Fund’s custodians 's books and sub-custodiansrecords other than those required to be maintained by the Subadviser, administrators including computation of the Fund's daily net asset value per share and sub-administratorsdividends; interest, registrarstaxes, transfer agents, dividend disbursing agents governmental fees and dividend reinvestment plan agentsmembership dues incurred by the Fund; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SECFund's custodian, transfer agent, registrar or other agents; expenses of preparing the Fund's share certificates; expenses relating to the redemption or repurchase of the Fund's shares; expenses of registering or and qualifying securities Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents necessitated by a change of control of the Fund for sale Subadviser or any change in the various states; freight and other charges in connection with portfolio manager or managers assigned by the shipment of Subadviser to manage the Fund’s portfolio securities); fees and expenses cost of non-interested Trustees; salaries of shareholder relations personnelFund stationery; costs of shareholders meetingsTrustee, shareholder and other meetings of the Trust or Fund (except that the Subadviser will be responsible for costs associated with any shareholder meeting necessitated by a change of control of the Subadviser); insurancetraveling expenses of officers, trustees and employees of the Trust or Fund; interest; brokerage costsfees of the Trust's trustees and salaries of any officers or employees of the Trust or Fund; and litigation the Fund's pro rata portion of premiums on any fidelity bond and other extraordinary insurance covering the Trust or non-recurring expensesFund and their officers and trustees.

Expenses. During the term of this Agreement, SubAdviser the Administrator will pay all expenses incurred by it in connection with its activities under this Agreement, except such expenses as are assumed by the Trust under this Agreement and such expenses as are assumed by a Series’ investment adviser pursuant to an Investment Management Agreement or by a Series’ sub-adviser pursuant to a Sub-Advisory Agreement. The Trust shall be responsible for all of the other than expenses of its operations, including, without limitation, the cost administration fee payable hereunder; advisory fees; brokerage commissions; interest; legal fees and expenses of securities attorneys; fees of auditors, transfer agents and other investments (including brokerage commissions dividend disbursing agents, custodians and other transaction chargesshareholder servicing agents; fees of accountants and accounting services; the expense of obtaining quotations for calculating each Trust’s net asset value; taxes, if any, and the preparation of the Trust’s tax returns; cost of stock certificates and any other expenses (including clerical expenses) purchased of issue, sale, repurchase or sold redemption of shares; expenses of registering and qualifying shares of the Trust under federal and state laws and regulations; salaries of personnel involved in placing orders for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms execution of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or AdviserTrust’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser)portfolio transactions; expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, notices and proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services materials to a pricing agent, if any; registration and filing fees of the SECexisting shareholders; expenses of registering or qualifying securities of the Fund for sale in the various states; freight printing and filing reports and other charges documents filed with governmental agencies; expenses in connection with the shipment shareholder and trustee meetings; expenses of the Fund’s portfolio securitiesprinting and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of non-interested TrusteesTrustees of the Trust; salaries trade association dues; insurance premiums; extraordinary expenses such as litigation expenses. To the extent the Administrator incurs any costs or performs any services which are an obligation of shareholder relations personnel; the Trust, as set forth herein, the Trust shall promptly reimburse the Administrator for such costs and expenses. To the extent the services for which the Trust is obligated to pay are performed by the Administrator, the Administrator shall be entitled to recover from the Trust only to the extent of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expensesits costs for such services.

Expenses. During The Fund and the Company will coordinate the functions and pay the costs of the completing these functions based upon an allocation of costs in the tables below. The term “Current” is defined as an existing Contract owner with value allocated to one or more Portfolios. The term “Prospective” is defined as a potential new Contract owner. Item Function Party Responsible for Expense Fund Prospectus Printing and Distribution (including postage) Current and Prospective – Fund (Company may choose to do the printing at Fund’s expense) Fund Prospectus and SAI Supplements Printing and Distribution (including postage) Fund (Company may choose to do the printing at Fund’s expense) Fund SAI Printing and Distribution (including postage) Fund Proxy Material for Fund Printing, Distribution to Current (including postage), tabulation and solicitation Fund Fund Annual & Semi-Annual Report Printing and Distribution (including postage) Fund (Company may choose to do the printing at Fund’s expense) Contract Prospectus Printing and Distribution (including postage) Company Contract Prospectus and SAI Supplements Printing and Distribution (including postage) Company Contract SAI Printing and Distribution (including postage) Company Other communication to Prospective and Current Printing and Distribution (including postage) If Required by Law or Fund – Fund If Required by Company – Company Operations of this Agreementthe Fund All operations and related expenses, SubAdviser will pay all expenses incurred by it in connection with its activities under this Agreement other than including the cost of securities registration and other investments (including brokerage commissions and other transaction chargesqualification of shares, if any) purchased taxes on the issuance or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms transfer of shares, cost of management of the Advisory Agreementbusiness affairs of a Fund, the SubAdviser may obtain investment information, research and expenses paid or assistance from assumed by a Fund pursuant to any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs Rule 12b-1 plan Fund Operations of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental Accounts Federal registration of units of separate account (24f-2 fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses.) Company SCHEDULE C

Expenses. During the term of this Agreement, SubAdviser the Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust's, the Fund's or Adviser's expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or sold for carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s 's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s 's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Funds or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term The Subadviser will bear its own costs of this Agreement, SubAdviser providing services hereunder. The Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for expenses of the Investment Adviser or the Fund's or Adviser’s expenses, which shall includeincluding, but not be limited to, organizational the following: the Fund’s legal, auditing and offering expenses (which include out-of-pocket accounting expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges maintenance of the Fund’s custodians books and sub-custodiansrecords other than those required to be maintained by the Subadviser, administrators including computation of the Fund’s daily net asset value per share and sub-administratorsdividends; interest, registrarstaxes, transfer agents, dividend disbursing agents governmental fees and dividend reinvestment plan agentsmembership dues incurred by the Fund; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SECFund’s custodian, transfer agent, registrar or other agents; expenses of preparing the Fund’s share certificates; expenses relating to the redemption or repurchase of the Fund’s shares; expenses of registering or and qualifying securities Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents and all regulatory filing requirements necessitated by a change of control of the Fund for sale Subadviser or any change in the various statesportfolio manager or managers assigned by the Subadviser to manage the Fund); freight cost of Fund stationery; costs of Trustee, shareholder and other charges meetings of the Trust or Fund (except that the Subadviser will be responsible for costs associated with any shareholder meeting, or any information statement prepared and distributed in connection with lieu of a shareholder meeting, necessitated by a change of control of the shipment Subadviser); traveling expenses of officers, trustees and employees of the Trust or Fund; fees of the Trust’s trustees and salaries of any officers or employees of the Trust or Fund; and the Fund’s portfolio securities; fees and expenses pro rata portion of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation premiums on any fidelity bond and other extraordinary insurance covering the Trust or non-recurring expensesFund and their officers and trustees.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the a Fund. Provided that The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the Fund shall not be required to pay any compensation other than as provided by the terms execution of the Advisory its duties under this Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser The Subadviser shall not be responsible for the Trust's, the Fund's or Adviser’s 's expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s 's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s 's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Funds or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser will pay The Sub-Adviser shall bear all expenses of its operation incurred by it in connection with the performance of its activities services under this Agreement other than Agreement. The Sub-Adviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying assets of the Fund shall not be required to pay any compensation other than as provided managed by the terms Sub-Adviser, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the assets of the Advisory Agreement, Fund managed by the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Sub-Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSub-Adviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materialsmaterials other than those related to a change in the control of the Sub-Adviser or its parent company, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; and brokerage costs. The Trust or the Adviser, as the case may be, shall reimburse the Sub-Adviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Sub-Adviser on behalf of the Fund or the Adviser. The Sub-Adviser shall notify and receive approval from the Trust or the Adviser (as applicable) prior to incurring any such expenses. The Sub-Adviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses. Each of the Fund or the Adviser will bear all expenses to be incurred in its respective operation, including, but not limited to, investment advisory fees, and administration fees; fees for necessary professional and brokerage services; transaction fees and expenses; costs relating to local administration of securities; and litigation and fees for any pricing services. All other extraordinary expenses not specifically assumed by the Sub-Adviser hereunder or non-recurring expensesby the Adviser under the Management Agreement are borne by the applicable Fund or the Trust.

Expenses. During the term of this Agreement, Sub-SubAdviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that The Sub-SubAdviser shall, at its sole expense, employ or associate itself with such persons or firms as it believes to be particularly fitted to assist it in the Fund shall not be required to pay any compensation other than as provided by the terms execution of the Advisory its duties under this Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the Sub-SubAdviser shall not be responsible for the Fund's, Adviser's or Adviser’s SubAdviser's expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the Sub-SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s 's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Securities and Exchange Commission (the "SEC"); expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s Allocated Asset's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Fund or the SubAdviser, as the case may be, shall reimburse the Sub-SubAdviser for any expenses of the Fund or the SubAdviser as may be reasonably incurred as specifically provided for in this Agreement or as specifically agreed to beforehand by SubAdviser. The Sub-SubAdviser shall keep and supply to the Fund and the SubAdviser reasonable records of all such expenses.

Expenses. Other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Manager under the Investment Management Agreement, the Fund is responsible for and has assumed the obligation for payment of all of its expenses, including but not limited to: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust for the benefit of the Funds including all fees and expenses of its custodian, shareholder services agent and accounting services agent; interest charges on any borrowings; costs and expenses of pricing and calculating its daily net asset value and of maintaining its books of account required under the 1940 Act; taxes, if any; expenditures in connection with meetings of each Fund’s shareholders and Board of Trustees that are properly payable by the Fund; salaries and expenses of officers and fees and expenses of members of the Board of Trustees or members of any advisory board or committee who are not members of, affiliated with or interested persons of the Manager; insurance premiums on property or personnel of each Fund which inure to its benefit, including liability and fidelity bond insurance; the cost of preparing and printing reports, proxy statements, prospectuses and statements of additional information of the Fund or other communications for distribution to existing shareholders; legal, auditing and accounting fees; trade association dues; fees and expenses (including legal fees) of obtaining and maintaining any required registration or notification for its shares for sale under federal and applicable state and foreign securities laws; all expenses of maintaining and servicing shareholder accounts, including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Funds, if any; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses, except as herein otherwise prescribed. During the term of this Agreement, SubAdviser Sub-Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the a Fund. Provided that The Sub-Adviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the Fund execution of its duties under this Agreement. The Trust or the Manager, as the case may be, shall not reimburse the Sub-Adviser for any expenses as may be required to pay any compensation other than as provided reasonably incurred by the terms Sub-Adviser, at the request of and on behalf of a Fund or the Advisory Agreement, Manager. The Sub-Adviser shall keep and supply to the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, Trust and the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs Manager reasonable records of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring all such expenses.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. Except as provided in Schedule A of this Agreement, or as otherwise mutually agreed in writing by the relevant parties, the Subadviser shall not be responsible for the Fund's or Adviser's expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s 's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s 's portfolio securities; fees and expenses of non-interested TrusteesDirectors; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. Except as otherwise mutually agreed upon in writing by the relevant parties, the Fund or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Fund and the Adviser reasonable records of all such expenses.

Expenses. During the term The Subadviser will bear its own costs of performing its obligations under this Agreement, SubAdviser will pay including, but not limited to, the following: all expenses incurred by necessary investment and management facilities, including salaries of personnel required for it in connection with to execute its activities under this Agreement other than duties faithfully, and administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the cost efficient conduct of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the investment affairs of the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall The Subadviser will not be responsible for expenses of the Investment Adviser or the Fund, including, but not limited to, the following: the Fund's or Adviser’s legal, auditing and accounting expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges maintenance of the Fund’s custodians 's books and sub-records other than those required to be maintained by the Subadviser, including computation of the Fund's daily net asset value per share and dividends; interest, taxes, governmental fees and membership dues incurred by the Fund; fees of the Fund's custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan registrars or other agents; payment for portfolio pricing services expenses of preparing the Fund's share certificates; expenses relating to a pricing agent, if any; registration and filing fees the redemption or repurchase of the SECFund's shares; expenses of registering and qualifying Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with reprints of or qualifying securities supplements to such documents necessitated solely by actions of the Fund for sale Subadviser, including, without limitation, a change of control of the Subadviser or any change in the various states; freight and other charges in connection with portfolio manager or managers assigned by the shipment of Subadviser to manage the Fund’s portfolio securities); fees and expenses cost of non-interested Trustees; salaries of shareholder relations personnelFund stationery; costs of shareholders meetingsTrustee, shareholder and other meetings of the Trust or Fund (except that the Subadviser will be responsible for costs associated with any shareholder meeting, proxy solicitation or proxy statement or information statement, in each case, to the extent necessitated by actions or events involving the Subadviser, including, without limitation, a change of control of the Subadviser); insurancetraveling expenses of officers, Trustees and employees of the Trust or Fund; interest; brokerage costsfees of the Trust's Trustees and salaries of any officers or employees of the Trust or Fund; and litigation the Fund's pro rata portion of premiums on any fidelity bond and other extraordinary insurance covering the Trust or non-recurring expensesFund and their officers and Trustees.

Expenses. During the term The Subadviser will bear its own costs of this Agreement, SubAdviser providing services hereunder. The Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for expenses of the Investment Adviser or the Fund's or Adviser’s expenses, which shall includeincluding, but not be limited to, organizational the following: the Funds legal, auditing and offering accounting expenses; expenses (which include out-of-pocket expenses, but not overhead or employee costs of maintenance of the SubAdviser); expenses for legalFunds books and records other than those required to be maintained by the Subadviser, accounting including computation of the Funds daily net asset value per share and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of interest, taxes, governmental fees and membership dues incurred by the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SECFunds custodian, transfer agent, registrar or other agents; expenses of preparing the Funds share certificates; expenses relating to the redemption or repurchase of the Funds shares; expenses of registering or and qualifying securities Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents and all regulatory filing requirements necessitated by a change of control of the Fund for sale Subadviser or any change in the various states; freight and other charges in connection with portfolio manager or managers assigned by the shipment of Subadviser to manage the Fund’s portfolio securities); fees and expenses cost of non-interested Trustees; salaries of shareholder relations personnelFund stationery; costs of shareholders meetingsTrustee, shareholder and other meetings of the Trust or Fund (except that the Subadviser will be responsible for costs associated with any shareholder meeting, or any information statement prepared and distributed in lieu of a shareholder meeting, necessitated by a change of control of the Subadviser); insurancetraveling expenses of officers, trustees and employees of the Trust or Fund; interest; brokerage costsfees of the Trusts trustees and salaries of any officers or employees of the Trust or Fund; and litigation the Funds pro rata portion of premiums on any fidelity bond and other extraordinary insurance covering the Trust or non-recurring expensesFund and their officers and trustees.

Expenses. During the term of this Agreement, SubAdviser the Administrator will pay all expenses incurred by it in connection with its activities under this Agreement, except such expenses as are assumed by the Trust under this Agreement and such expenses as are assumed by a Series’ investment adviser pursuant to an Investment Management Agreement or by a Series’ sub-adviser pursuant to a Sub-Advisory Agreement. The Trust shall be responsible for such assumed expenses and for all of the other than expenses of its operations, including, without limitation, the cost administration fee payable hereunder; advisory fees; brokerage commissions; interest; legal fees and expenses of securities attorneys; direct costs of ING Counsel and other investments (including brokerage commissions its support staff and other transaction chargesfor legal services related to registration statements, proxy materials and periodic reports to shareholders, contracts with third parties, examinations and inquiries by regulatory entities, compliance with requirements of the Investment Company Act of 1940, and meetings of the Board of Trustees; fees of auditors, transfer agents and dividend disbursing agents, custodians and shareholder servicing agents; fees of accountants and accounting services; the expense of obtaining quotations for calculating each Trust’s net asset value; taxes, if any, and the preparation of the Trust’s tax returns; cost of stock certificates and any other expenses (including clerical expenses) purchased of issue, sale, repurchase or sold redemption of shares; expenses of registering and qualifying shares of the Trust under federal and state laws and regulations; salaries of personnel involved in placing orders for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms execution of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or AdviserTrust’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser)portfolio transactions; expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing reports, notices and proxy materials to existing shareholders; expenses of printing and filing reports and other documents filed with governmental agencies; expenses in connection with shareholder reportsand trustee meetings; expenses of printing and distributing prospectuses and statements of additional information to existing shareholders; expenses of preparing prospectuses and statements of additional information, shareholder reports and notices, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection documents filed with the shipment of the Fund’s portfolio securitiesgovernmental agencies; fees and expenses of nonTrustees of the Trust; fees and expenses of counsel to the Trustees of the Trust who are not “interested persons” (as such term is defined in the 1940 Act) (the “Non-interested Interested Trustees”) and any consultants or other persons engaged by or on behalf of the Independent Trustees; salaries trade association dues; insurance premiums; extraordinary expenses such as litigation expenses. To the extent the Administrator incurs any costs or performs any services which are an obligation of shareholder relations personnel; the Trust, as set forth herein, the Trust shall promptly reimburse the Administrator for such costs and expenses. To the extent the services for which the Trust is obligated to pay are performed by the Administrator, the Administrator shall be entitled to recover from the Trust only to the extent of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expensesits costs for such services.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the a Fund. Provided that The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the Fund shall not be required to pay any compensation other than as provided by the terms execution of the Advisory its duties under this Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser The Subadviser shall not be responsible for the Trust's, the Fund's or Adviser’s 's expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s 's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Securities and Exchange Commission (the "SEC"); expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s 's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Funds or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During The Fund and the Company will coordinate the functions and pay the costs of the completing these functions based upon an allocation of costs in the tables below. The term “Current” is defined as an existing Contract owner with value allocated to one or more Portfolios. The term “Prospective” is defined as a potential new Contract owner. Item Function Party Responsible for Expense Fund Prospectus Printing and Distribution (including postage) Current and Prospective – Fund (Company may choose to do the printing at Fund’s expense) Fund Prospectus and SAI Supplements Printing and Distribution (including postage) Fund (Company may choose to do the printing at Fund’s expense) Fund SAI Printing and Distribution (including postage) Fund Proxy Material for Fund Printing, Distribution to Current (including postage), tabulation and solicitation Fund Fund Annual & Semi-Annual Report Printing and Distribution (including postage) Fund (Company may choose to do the printing at Fund’s expense) Contract Prospectus Printing and Distribution (including postage) Company Contract Prospectus and SAI Supplements Printing and Distribution (including postage) Company Contract SAI Printing and Distribution (including postage) Company Other communication to Prospective and Current Printing and Distribution (including postage) If Required by Law or Fund – Fund If Required by Company – Company Operations of this Agreementthe Fund All operations and related expenses, SubAdviser will pay all expenses incurred by it in connection with its activities under this Agreement other than including the cost of securities registration and other investments (including brokerage commissions and other transaction chargesqualification of shares, if any) purchased taxes on the issuance or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms transfer of shares, cost of management of the Advisory Agreementbusiness affairs of a Fund, the SubAdviser may obtain investment information, research and expenses paid or assistance from assumed by a Fund pursuant to any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible Rule 12b-1 plan Fund Item Function Party Responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs Expense Operations of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental Accounts Federal registration of units of separate account (24f-2 fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses.) Company SCHEDULE C

Expenses. During the term The Subadviser will bear its own costs of performing its obligations under this Agreement, SubAdviser will pay including, but not limited to, the following: all expenses incurred by necessary investment and management facilities, including salaries of personnel required for it in connection with to execute its activities under this Agreement other than the cost of securities duties faithfully, and other investments (administrative facilities, including brokerage commissions bookkeeping, clerical personnel and other transaction charges, if any) purchased or sold equipment necessary for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms efficient conduct of the Advisory Agreement, investment affairs of the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management servicesPortfolio. Except as otherwise provided in this Agreement or by law, the SubAdviser shall The Subadviser will not be responsible for expenses of the Fund's Investment Adviser or Adviser’s expensesthe Portfolio, which shall includeincluding, but not be limited to, organizational the following: the Portfolio's legal, auditing and offering accounting expenses; expenses (which include out-of-pocket expenses, but not overhead or employee costs of maintenance of the SubAdviser); expenses for legalPortfolio's books and records other than those required to be maintained by the Subadviser, accounting including computation of the Portfolio's daily net asset value per share and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges interest, taxes, governmental fees and membership dues incurred by the Portfolio; fees of the Fund’s custodians and sub-Portfolio's custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan registrars or other agents; payment for portfolio pricing services expenses of preparing the Portfolio's share certificates; expenses relating to a pricing agent, if any; registration and filing fees the redemption or repurchase of the SECPortfolio's shares; expenses of registering and qualifying Portfolio shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Portfolio investors (except that the Subadviser will be responsible for costs associated with reprints of or qualifying securities supplements to such documents necessitated solely by actions of the Fund for sale Subadviser, including, without limitation, a change of control of the Subadviser or any change in the various statesportfolio manager or managers assigned by the Subadviser to manage the Portfolio); freight and other charges in connection with the shipment cost of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnelPortfolio stationery; costs of shareholders meetingsTrustee, shareholder and other meetings of the Trust or Portfolio (except that the Subadviser will be responsible for costs associated with any shareholder meeting, proxy solicitation or proxy statement or information statement, in each case, to the extent necessitated by actions or events involving the Subadviser, including, without limitation, a change of control of the Subadviser); insurancetraveling expenses of officers, Trustees and employees of the Trust or Portfolio; interest; brokerage costsfees of the Trust's Trustees and salaries of any officers or employees of the Trust or Portfolio; and litigation the Portfolio's pro rata portion of premiums on any fidelity bond and other extraordinary insurance covering the Trust or non-recurring expensesPortfolio and their officers and Trustees.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, including any tax arising on any transaction, if any) purchased or sold for the a Fund. Provided that The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the Fund shall not be required to pay any compensation other than as provided by the terms execution of the Advisory its duties under this Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser The Subadviser shall not be responsible for the Trust's, the Fund's or Adviser’s 's expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s 's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s 's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Funds or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Funds or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, including any tax arising on any transaction, if any) purchased or sold for the a Fund. Provided that The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the Fund shall not be required to pay any compensation other than as provided by the terms execution of the Advisory its duties under this Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser The Subadviser shall not be responsible for the Trust's, the Fund's or Adviser’s 's expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s 's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Securities and Exchange Commission (the "SEC"); expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s 's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Funds or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Funds or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Fund or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Fund and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser the Sub-Adviser will pay all expenses and overhead incurred by it in connection with its activities under this Agreement other than Agreement. The Sub-Adviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Sub-Adviser shall not be responsible for the Fund’s or the Manager’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Sub-Adviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSub-Adviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSub-Adviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, ProspectusesRegistration Statements, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested TrusteesDirectors; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses of the Fund. The Fund or the Manager, as the case may be, shall reimburse the Sub-Adviser for any expenses of the Fund or the Manager as may be reasonably incurred by such Sub-Adviser on behalf of the Fund or the Manager. The Sub-Adviser shall keep and supply to the Fund and the Manager reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the a Fund. Provided that The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the Fund shall not be required to pay any compensation other than as provided by the terms execution of the Advisory its duties under this Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser The Subadviser shall not be responsible for the Trust's, the Fund's or Adviser’s 's expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the a Fund’s 's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s 's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities services under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends and interest on securities borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term The Manager shall pay all of its own expenses incurred in performing its obligations under this Agreement, SubAdviser but shall not be responsible for paying any expenses of any Fund. The Manager will make available, without expense to a Fund, the services of such of its (or its affiliates’) directors, officers, and employees as may duly be elected Trustees or officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. The Manager will pay all expenses incurred by it in connection with the compensation of such of its activities under this Agreement other than (or its affiliates’) directors, officers, and employees as may duly be elected Trustees or officers of the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the FundTrust. Provided that the Fund shall The Manager will not be required to pay any compensation expenses of the Trust other than as provided by those specifically allocated to it in this Agreement. In particular, but without limiting the terms generality of the Advisory Agreementforegoing, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall Manager will not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues required to pay: fees and expenses incurred by the Trust in connection with membership in investment company organizationsorganizations or the cost of subscriptions to investment company-related periodicals for the Trust’s Trustees; costs brokers’ commissions; fees or expenses of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agentor valuation services; legal, if anyauditing, or accounting expenses; registration and filing fees of the SEC; expenses of registering taxes or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securitiesgovernmental fees; fees and expenses of nonthe Fund’s transfer agent; fees payable under any Rule 12b-1 plan; the cost of preparing share certificates or any other expenses, including clerical expenses, incurred in connection with the issue, sale, underwriting, redemption, or repurchase of shares of a Fund; the cost of any insurance or fidelity bond; the expenses of and fees for registering or qualifying securities for sale; interest on account of any borrowing by a Fund; the fees and expenses of Trustees of the Trust who are not affiliated with the Manager (or its affiliates); the cost of preparing and distributing reports and notices to shareholders; public and investor relations expenses; the cost of producing and printing prospectuses that are provided to existing shareholders; the costs of Trustees’ meetings; fees paid to third parties for materials used in connection with the Trustees’ annual consideration of investment management and investment sub-interested Trustees; salaries of shareholder relations personneladvisory agreements for the Funds; costs and expenses of shareholders meetingslitigation; insurance; interest; brokerage coststhe fees or disbursements of custodians of aFund’s assets, including expenses incurred in the performance of any obligations enumerated by the Declaration of Trust or By-Laws of the Trust insofar as they govern agreements with any such custodian; and litigation and any other extraordinary or non-recurring nonrecurring expenses. Each Fund may from time to time agree to make payments to third parties (who may be affiliates of the Manager) in respect of Shareholder Services provided by them, at such rates or in such amounts as the Fund and such third parties may from time to time agree. The payment by a Fund of any such amounts to third parties will not, except to the extent the Fund and the Manager otherwise expressly agree in writing, relieve the Fund of any payment obligation under this Agreement or reduce any amount payable by the Fund to the Manager under this Agreement, or otherwise affect any obligation of the parties under this Agreement.

Expenses. During (a) ALPS will bear all expenses in connection with the term performance of its services under this Agreement, SubAdviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except except as otherwise provided herein. ALPS will not bear any of the costs of Trust officers or employees (other than employees of ALPS who are named as officers of the Trust). Other Trust expenses incurred shall be borne by the Trust or the Trust’s investment adviser, including, but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in this Agreement the various states in which the officers of the Trust shall determine it advisable to qualify such Shares for sale (including registering the Trust as a broker or by lawdealer or any officer of the Trust as agent or salesman in any state); registered representative licensing of any personnel of the Trust or its investment adviser, other than employees of ALPS who are named officers of the SubAdviser shall not be responsible Trust; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the Fund's purpose of repurchasing Trust shares; administration, transfer agency and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; FINRA advertising/filing fees; FINRA registration and licensing fees for any person or Adviser’s expensesentity affiliated with or employed by the Trust or its investment adviser, other than employees of ALPS who are named officers of the Trust, which shall include, but shall not be limited to, organizational costs for study materials, classes, opening test taking windows, exams, state registration, fulfillment of the regulatory element, fulfillment of the firm element, the annual compliance meeting and offering expenses (which include outon-of-pocket site examinations of the office(s) of those individuals registered with FINRA; advisory fees; insurance premiums; fidelity bond premiums; Trust and investment advisory related legal expenses, but not overhead or employee ; costs of the SubAdviser)maintenance of Trust existence; travel expenses for legal, accounting to Board meetings and auditing serviceson-sight supervisory reviews; taxes printing and governmental fees; dues and expenses incurred delivery of materials in connection with membership in investment company organizationsmeetings of the Trust’s trustees; costs of printing and distributing mailing of shareholder reports, prospectuses, statements of additional information, other offering documents and supplements, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight materials and other charges communications to shareholders; securities pricing data and expenses in connection with electronic filings with the shipment of U.S. Securities and Exchange Commission (the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses“SEC”).

Expenses. During The Adviser, at its own expense and without reimbursement from the term Trust or any Fund, shall furnish office space, and all necessary office facilities, equipment and executive personnel for managing the investments of this Agreement, SubAdviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the each Fund. Provided that the Fund The Adviser shall not be required to pay any compensation other than as provided expenses of a Fund unless the total expenses borne by the terms of Fund, including the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expensesfee but excluding all federal, which shall includestate and local taxes, but not be limited tointerest, organizational brokerage commissions and offering expenses (which include out-of-pocket expenses, but not overhead or employee other costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership the purchase and sale of securities and extraordinary items, in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges any year exceed that percentage of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities average net asset value of the Fund for sale such year, as determined by valuations made as of the close of each business day, which is the most restrictive percentage, if any, provided by the state laws of the various states in which the Fund’s shares are qualified for sale. The expenses of each Fund’s operations borne by the Fund include by way of illustration and not limitation, trustees’ fee paid to those trustees who are not interested trustees under the Act; the costs of preparing and printing its registration statements required under the Securities Act of 1933, as amended, and the Act (and amendments thereto); the expense of registering its shares with the Securities and Exchange Commission and in the various states; freight the printing and distribution cost of prospectuses mailed to existing shareholders; the cost of trustee and officer liability insurance, reports to shareholders, reports to government authorities and proxy statements; interest charges; taxes; legal expenses; salaries of administrative and clerical personnel; association membership dues; auditing and accounting services; insurance premiums; brokerage and other charges costs incurred in connection with the shipment purchase and sale of the Fund’s portfolio securities; fees and expenses of non-interested Trusteesthe custodian of the Fund’s assets; salaries shareholder servicing fees; expenses of shareholder relations personnelcalculating the net asset value and repurchasing and redeeming shares; costs charges and expenses of shareholders meetings; insurance; interest; brokerage costsdividend disbursing agents, registrars and stock transfer agents, fund administrators and fund accountants; and litigation the cost of keeping all necessary shareholder records and other extraordinary or non-recurring expensesaccounts. The Trust shall monitor each Fund’s expense ratio on a monthly basis. If the accrued amount of the expenses of the Fund exceeds the expense limitation established herein, if any, the Fund shall create an account receivable from the Adviser for the amount of such excess. In such a situation the monthly payment of the Adviser’s fee will be reduced by the amount of such excess, subject to adjustment month by month during the balance of the Fund’s fiscal year if accrued expenses thereafter fall below the expense limitation.

Expenses. During the term of this Agreement, SubAdviser subject to the remainder of this Section 4, the Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes reasonably necessary to manage the Subadviser Assets. The Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During The Adviser, at its own expense and without reimbursement from the term Fund, shall furnish office space, and all necessary office facilities, equipment and executive personnel for managing the investments of this Agreement, SubAdviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that The Adviser shall pay the salaries and fees of all officers and trustees of the Trust affiliated with the Adviser. Fees paid for attendance at meetings of the Trust's trustees to trustees of the Trust who are not interested persons of the Adviser, as defined in the Act, as amended, shall be borne by the Trust. The Fund shall not be required to pay any compensation bear all other than as provided expenses initially incurred by it. The expenses of the Trust's operations borne by the terms Trust include by way of the Advisory Agreementillustration and not limitation, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve costs of preparing and printing its investment management services. Except as otherwise provided in this Agreement or by lawregistration statements required under the Securities Act of 1933 and the Act (and amendments thereto), the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses expense of registering or qualifying securities of its shares with the Fund for sale Securities and Exchange Commission and in the various states; freight , the printing and distribution cost of prospectuses mailed to existing shareholders, trustee and officer liability insurance, reports to shareholders, reports to government authorities and proxy statements, interest charges, taxes, legal expenses, salaries of administrative and clerical personnel, association membership dues, auditing and accounting services, insurance premiums, brokerage and other charges in connection expenses connected with the shipment execution of the Fund’s portfolio securities; securities transactions, fees and expenses of non-interested Trustees; salaries the custodian of the Fund's assets, expenses of calculating the net asset value and repurchasing and redeeming shares, charges and expenses of dividend disbursing agents, registrars and stock transfer agents and the cost of keeping all necessary shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; records and litigation and other extraordinary or non-recurring expensesaccounts.

Expenses. During the term of this Agreement, Sub-SubAdviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that The Sub-SubAdviser shall, at its sole expense, employ or associate itself with such persons or firms as it believes to be particularly fitted to assist it in the Fund shall not be required to pay any compensation other than as provided by the terms execution of the Advisory its duties under this Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the Sub-SubAdviser shall not be responsible for the Fund's 's, Adviser’s or AdviserSubAdviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the Sub-SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Securities and Exchange Commission (the “SEC”); expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Fund or the SubAdviser, as the case may be, shall reimburse the Sub-SubAdviser for any expenses of the Fund or the SubAdviser as may be reasonably incurred as specifically provided for in this Agreement or as specifically agreed to beforehand by SubAdviser. The Sub-SubAdviser shall keep and supply to the Fund and the SubAdviser reasonable records of all such expenses.

Expenses. During the term The Subadviser will bear its own costs of performing its obligations under this Agreement, SubAdviser will pay including, but not limited to, the following: all expenses incurred by necessary investment and management facilities, including salaries of personnel required for it in connection with to execute its activities under this Agreement other than the cost of securities duties faithfully, and other investments (administrative facilities, including brokerage commissions bookkeeping, clerical personnel and other transaction charges, if any) purchased or sold equipment necessary for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms efficient conduct of the Advisory Agreement, investment affairs of the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management servicesPortfolio. Except as otherwise provided in this Agreement or by law, the SubAdviser shall The Subadviser will not be responsible for expenses of the Fund's Investment Adviser or Adviser’s expensesthe Portfolio, which shall includeincluding, but not be limited to, organizational the following: the Portfolio’s legal, auditing and offering accounting expenses; expenses (which include out-of-pocket expenses, but not overhead or employee costs of maintenance of the SubAdviser); expenses for legalPortfolio’s books and records other than those required to be maintained by the Subadviser, accounting including computation of the Portfolio’s daily net asset value per share and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges interest, taxes, governmental fees and membership dues incurred by the Portfolio; fees of the FundPortfolio’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan registrars or other agents; payment for portfolio pricing services expenses of preparing the Portfolio’s share certificates; expenses relating to a pricing agent, if any; registration and filing fees the redemption or repurchase of the SECPortfolio’s shares; expenses of registering and qualifying Portfolio shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Portfolio investors (except that the Subadviser will be responsible for costs associated with reprints of or qualifying securities supplements to such documents necessitated solely by actions of the Fund for sale Subadviser, including, without limitation, a change of control of the Subadviser or any change in the various statesportfolio manager or managers assigned by the Subadviser to manage the Portfolio); freight and other charges in connection with the shipment cost of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnelPortfolio stationery; costs of shareholders meetingsTrustee, shareholder and other meetings of the Trust or Portfolio (except that the Subadviser will be responsible for costs associated with any shareholder meeting, proxy solicitation or proxy statement or information statement, in each case, to the extent necessitated by actions or events involving the Subadviser, including, without limitation, a change of control of the Subadviser); insurancetraveling expenses of officers, Trustees and employees of the Trust or Portfolio; interest; brokerage costsfees of the Trust’s Trustees and salaries of any officers or employees of the Trust or Portfolio; and litigation the Portfolio’s pro rata portion of premiums on any fidelity bond and other extraordinary insurance covering the Trust or non-recurring expensesPortfolio and their officers and Trustees.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment or movement of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Funds’ or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or sold for carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s Funds’ custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the each Fund for sale in the various states; freight and other charges in connection with the shipment of the each Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The foregoing notwithstanding, Subadviser agrees it may be liable for payment of certain foregoing Fund, Trust, or Adviser expenses as otherwise agreed to, including the payment of one-half of any platform fees in excess of the Fund’s Rule 12b-1 Plan amounts (the other half to be paid by the Adviser). The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of a Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of a Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. Except as provided in Schedule A of this Agreement, or as otherwise mutually agreed in writing by the relevant parties, the Subadviser shall not be responsible for the Trust's, the Fund's or Adviser's expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s 's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s 's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. Except as otherwise mutually agreed upon in writing by the relevant parties, the Trust, Fund, or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, Sub-SubAdviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that The Sub-SubAdviser shall, at its sole expense, employ or associate itself with such persons or firms as it believes to be particularly fitted to assist it in the Fund shall not be required to pay any compensation other than as provided by the terms execution of the Advisory its duties under this Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the Sub-SubAdviser shall not be responsible for the Fund's 's, Adviser’s or AdviserSubAdviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the Sub-SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Securities and Exchange Commission (the “SEC”); expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the FundAllocated Asset’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Fund or the SubAdviser, as the case may be, shall reimburse the Sub-SubAdviser for any expenses of the Fund or the SubAdviser as may be reasonably incurred as specifically provided for in this Agreement or as specifically agreed to beforehand by SubAdviser. The Sub-SubAdviser shall keep and supply to the Fund and the SubAdviser reasonable records of all such expenses.

Expenses. During the term The Subadviser will bear its own costs of this Agreement, SubAdviser providing services hereunder. The Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for expenses of the Investment Adviser or the Fund's or Adviser’s expenses, which shall includeincluding, but not be limited to, organizational the following: the Funds legal, auditing and offering accounting expenses; expenses (which include out-of-pocket expenses, but not overhead or employee costs of maintenance of the SubAdviser); expenses for legalFunds books and records other than those required to be maintained by the Subadviser, accounting including computation of the Funds daily net asset value per share and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of interest, taxes, governmental fees and membership dues incurred by the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SECFunds custodian, transfer agent, registrar or other agents; expenses of preparing the Funds share certificates; expenses relating to the redemption or repurchase of the Funds shares; expenses of registering or and qualifying securities Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents necessitated by a change of control of the Fund for sale Subadviser or any change in the various states; freight and other charges in connection with portfolio manager or managers assigned by the shipment of Subadviser to manage the Fund’s portfolio securities); fees and expenses cost of non-interested Trustees; salaries of shareholder relations personnelFund stationery; costs of shareholders meetingsTrustee, shareholder and other meetings of the Trust or Fund (except that the Subadviser will be responsible for costs associated with any shareholder meeting necessitated by a change of control of the Subadviser); insurancetraveling expenses of officers, trustees and employees of the Trust or Fund; interest; brokerage costsfees of the Trusts trustees and salaries of any officers or employees of the Trust or Fund; and litigation the Funds pro rata portion of premiums on any fidelity bond and other extraordinary insurance covering the Trust or non-recurring expensesFund and their officers and trustees.

Expenses. During the term The Subadviser will bear its own costs of this Agreement, SubAdviser providing services hereunder. The Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for expenses of the Investment Adviser or the Fund's or Adviser’s expenses, which shall includeincluding, but not be limited to, organizational the following: the Funds legal, auditing and offering accounting expenses; expenses (which include out-of-pocket expenses, but not overhead or employee costs of maintenance of the SubAdviser); expenses for legalFunds books and records other than those required to be maintained by the Subadviser, accounting including computation of the Funds daily net asset value per share and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of interest, taxes, governmental fees and membership dues incurred by the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SECFunds custodian, transfer agent, registrar or other agents; expenses of preparing the Funds share certificates; expenses relating to the redemption or repurchase of the Funds shares; expenses of registering or and qualifying securities Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents and all regulatory filing requirements necessitated by a change of control of the Fund for sale Subadviser or any change in the various states; freight and other charges in connection with portfolio manager or managers assigned by the shipment of Subadviser to manage the Fund’s portfolio securities); fees and expenses cost of non-interested Trustees; salaries of shareholder relations personnelFund stationery; costs of shareholders meetingsTrustee, shareholder and other meetings of the Trust or Fund (except that the Subadviser will be responsible for costs associated with any shareholder meeting, or any information statement prepared and distributed in lieu of a shareholder meeting, necessitated by a change of control of the Subadviser); insurancetraveling expenses of officers, trustees and employees of the Trust or Fund; interest; brokerage costsfees of the Trusts trustees and salaries of any officers or employees of the Trust or Fund; and litigation the Funds pro rata portion of premiums on any fidelity bond and other extraordinary insurance covering the Trust or non-recurring expensesFund and their officers and trustees. 3.

Expenses. During the term of this Agreement, SubAdviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that The SubAdviser shall, at its sole expense, employ or associate itself with such persons or firms as it believes to be particularly fitted to assist it in the Fund shall not be required to pay any compensation other than as provided by the terms execution of the Advisory its duties under this Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s 's expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s 's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s 's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Fund or the Adviser, as the case may be, shall reimburse the SubAdviser for any expenses of the Fund or the Adviser as may be reasonably incurred as specifically provided for in this Agreement or as specifically agreed to beforehand by Adviser. The SubAdviser shall keep and supply to the Fund and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser the Administrator will pay all expenses incurred by it in connection with its activities under this Agreement, except such expenses as are assumed by the Fund under this Agreement and such expenses as are assumed by the investment manager pursuant to an Investment Management Agreement. The Fund shall be responsible for such assumed expenses and for all of the other than expenses of its operations, including, without limitation, the cost administration fee payable hereunder; advisory fees; brokerage commissions; interest; legal fees and expenses of securities attorneys; fees of auditors, transfer agents and other investments (including brokerage commissions dividend disbursing agents, custodians and other transaction chargesshareholder servicing agents; fees of accountants and accounting services; the expense of obtaining quotations for calculating the Fund’s net asset value; taxes, if any) purchased or sold for , and the preparation of the Fund. Provided that ’s tax returns; cost of stock certificates and any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares; expenses of registering and qualifying shares of the Fund shall not be required under federal and state laws and regulations; all expenses of periodic repurchase offers and of preparing, printing, and mailing repurchase offer material to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser)shareholders; expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing reports, notices and proxy materials to existing shareholders; expenses of printing and filing reports and other documents filed with governmental agencies; expenses in connection with shareholder reportsand trustee meetings; expenses of printing and distributing prospectuses and statements of additional information to existing shareholders; expenses of software licensing and similar products used in the preparation of registration statements including prospectuses and statements of additional information, shareholder reports and notices, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection documents filed with the shipment of the Fund’s portfolio securitiesgovernmental agencies; fees and expenses of nonTrustees of the Fund who are not “interested persons” of the Fund as that term is defined in the 1940 Act; fees and expenses of counsel to the Trustees of the Fund who are not “interested persons” (as such term is defined in the 1940 Act) (the “Non-interested Interested Trustees”) and any consultants or other persons engaged by or on behalf of the Independent Trustees; salaries of shareholder relations personneltrade association dues; costs of shareholders meetings; insurance; interest; brokerage costsinsurance premiums; and extraordinary expenses such as litigation expenses. To the extent the Administrator incurs any costs or performs any services which are an obligation of the Fund, as set forth herein, the Fund shall promptly reimburse the Administrator for such costs and other extraordinary or non-recurring expenses. To the extent the services for which the Fund is obligated to pay are performed by the Administrator, the Administrator shall be entitled to recover from the Fund only to the extent of its costs for such services.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Fund’s, or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term The Subadviser will bear its own costs of this Agreement, SubAdviser providing -------- services hereunder. The Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for expenses of the Investment Adviser or the Fund, including, but not limited to, the following: the Fund's or Adviser’s legal, auditing and accounting expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges maintenance of the Fund’s custodians 's books and sub-records other than those required to be maintained by Subadviser, including computation of the Fund's daily net asset value per share and dividends; interest, taxes, governmental fees and membership dues incurred by the Fund; fees of the Fund's custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan registrars or other agents; payment for portfolio pricing services expenses of preparing the Fund's share certificates; expenses relating to a pricing agent, if any; registration and filing fees the redemption or repurchase of the SECFund's shares; expenses of registering or and qualifying securities Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents necessitated by a change of control of the Fund for sale Subadviser or any change in the various states; freight and other charges in connection with portfolio manager or managers assigned by the shipment of Subadviser to manage the Fund’s portfolio securities); fees and expenses cost of non-interested Trustees; salaries of shareholder relations personnelFund stationery; costs of shareholders meetingsTrustee, shareholder and other meetings of the Trust or Fund (except that the Subadviser will be responsible for costs associated with any shareholder meeting necessitated by a change of control of the Subadviser); insurancetraveling expenses of officers, trustees and employees of the Trust or Fund; interest; brokerage costsfees of the Trust's trustees and salaries of any officers or employees of the Trust or Fund; and litigation the Fund's pro rata portion of premiums on any fidelity bond and other extraordinary insurance covering the Trust or non-recurring expensesFund and their officers and trustees.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Funds’ or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or sold for carrying Allocated Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toAllocated Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s Funds’ custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of a Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of a Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust's, the Fund's or Adviser's expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or sold for carrying Subadviser Assets, including without limitation expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include but are not limited to out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s 's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Securities and Exchange Commission (the "SEC"); expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s 's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Funds or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. Except as provided in Sechedule A of this Agreement, or as otherwise mutually agreed in writing by the relevant parties, the Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. Except as otherwise mutually agreed upon in writing by the relevant parties, the Trust, Fund, or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term The Subadviser will bear its own costs of this Agreement, SubAdviser providing -------- services hereunder. The Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for expenses of the Investment Adviser or the Fund, including, but not limited to, the following: the Fund's or Adviser’s legal, auditing and accounting expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges maintenance of the Fund’s custodians 's books and sub-custodiansrecords other than those required to be maintained by the Subadviser, administrators including computation of the Fund's daily net asset value per share and sub-administratorsdividends; interest, registrarstaxes, transfer agents, dividend disbursing agents governmental fees and dividend reinvestment plan agentsmembership dues incurred by the Fund; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SECFund's custodian, transfer agent, registrar or other agents; expenses of preparing the Fund's share certificates; expenses relating to the redemption or repurchase of the Fund's shares; expenses of registering or and qualifying securities Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents and all regulatory filing requirements necessitated by a change of control of the Fund for sale Subadviser or any change in the various states; freight and other charges in connection with portfolio manager or managers assigned by the shipment of Subadviser to manage the Fund’s portfolio securities); fees and expenses cost of non-interested Trustees; salaries of shareholder relations personnelFund stationery; costs of shareholders meetingsTrustee, shareholder and other meetings of the Trust or Fund (except that the Subadviser will be responsible for costs associated with any shareholder meeting, or any information statement prepared and distributed in lieu of a shareholder meeting, necessitated by a change of control of the Subadviser); insurancetraveling expenses of officers, trustees and employees of the Trust or Fund; interest; brokerage costsfees of the Trust's trustees and salaries of any officers or employees of the Trust or Fund; and litigation the Fund's pro rata portion of premiums on any fidelity bond and other extraordinary insurance covering the Trust or non-recurring expensesFund and their officers and trustees.

Expenses. During the term of this Agreement, SubAdviser the Subadviser will pay all expenses incurred provide, at its own expense, the office space, furnishings and equipment and personnel required by it to perform the services on the terms and for the compensation provided herein, but shall not bear any expenses in connection with its activities under this Agreement other than that are not customarily regarded as overhead costs for an investment manager. The Subadviser shall not be responsible for the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing servicesservices (which include, but are not limited to, services provided in connection with the workout of securities or obligations held by the Fund); taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment or movement of the Fund’s portfolio securities; fees and expenses of non-interested TrusteesDirectors; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and indemnification expenses and other extraordinary or non-non- recurring expenses. The Company or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Company and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that The SubAdviser shall, at its sole expense, employ or associate itself with such persons or firms as it believes to be particularly fitted to assist it in the Fund shall not be required to pay any compensation other than as provided by the terms execution of the Advisory its duties under this Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Trust's, the Fund's or Adviser’s 's expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s 's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Securities and Exchange Commission (the "SEC"); expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s 's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the SubAdviser for any expenses of the Fund or the Adviser as may be reasonably incurred as specifically provided for in this Agreement or as specifically agreed to beforehand by the Trust or the Adviser. The SubAdviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser will the Sub-Advisor shall pay all expenses incurred by it in connection with its activities under this Agreement, including, without limitation, all costs associated with attending or otherwise participating in regular or special meetings of the Board, shareholders and with the Advisor, as requested, additions or modifications to the Sub-Advisor’s operations necessary to perform its services under this Agreement and all costs associated with any information or proxy statements and/or other than disclosure materials that are for the primary benefit of the Sub-Advisor (including any legal fees and any shareholder meeting and/or solicitation costs, if applicable). The Sub-Advisor shall, at its sole expense, provide the office space, furnishings, equipment and personnel required, and employ or associate itself with such persons or firms as it believes to be qualified, to execute its duties under this Agreement. The Sub-Advisor shall not be responsible for the cost of securities and other making investments (including brokerage commissions third-party fees and other transaction chargesexpenses with respect to or associated with finders fees (or similar costs associated with identifying investments), if anynegotiating, evaluating (including due diligence) and investing in, any such investments) purchased or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management servicesTrust. Except as otherwise provided in this Agreement or by law, the SubAdviser Sub-Advisor shall not be responsible for expenses of the Advisor, the Trust or a Fund's or Adviser’s expenses, which shall include, but not be limited to, : organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSub-Advisor); expenses for legal, accounting and auditing servicesservices(including expenses of legal counsel to the Trustees of the Trust who are not interested persons (as defined in the 0000 Xxx) of the Trust, the Advisor or the Sub-Advisor); taxes (including, without limitation, securities and commodities issuance and transfer taxes) and governmental feesfees (including, without limitation, fees payable by the Trust to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with membership in investment company organizationsorganizations (including, without limitation, membership dues of the Investment Company Institute); costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the FundTrust’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend reinvestment plan agentsagents (including under the custody, administration and other agreements); costs of valuation service providers retained by the Trust or the Advisor; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SECSEC and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the a Fund for sale in the various states; fees and expenses incident to listing of a Fund’s shares on any exchange; postage, freight and other charges in connection with the shipment of the a Fund’s portfolio securities; fees and expenses of nonTrustees of the Trust who are not interested persons (as defined in the 0000 Xxx) of the Trust, the Advisor or the Sub-interested TrusteesAdvisor and of any other trustees or members of any advisory board or committee who are not employees of the Advisor or Sub-Advisor or any corporate affiliate of the Advisor or Sub-Advisor; salaries of shareholder relations personnel; costs of shareholders meetings; insuranceinsurance (including, without limitation, insurance premiums on property or personnel (including, without limitation, officers and Trustees of the Trust) of a Fund which inure to its benefit); interest; brokerage costs (including, without limitation, brokers’ commissions or transactions costs chargeable to a Fund in connection with portfolio securities transactions to which the Fund is a party); any costs and expenses associated with or related to due diligence performed with respect to a Fund’s offering of its shares, including, but not limited to, costs associated with or related to due diligence activities performed by, on behalf of, or for the benefit of broker-dealers, registered investment advisers, distribution platforms and third-party due diligence providers, to the extent contemplated in the Trust’s distribution plan; a Fund’s proportionate share of expenses related to co-investments; broken deal expenses (including, without limitation, research costs, fees and expenses of legal, financial, accounting, consulting or other advisers (including the Advisor or its affiliates) in connection with conducting due diligence or otherwise pursuing a particular non-consummated transaction, fees and expenses in connection with arranging financing for a particular non-consummated transaction, travel costs, deposits or down payments that are forfeited in connection with, or amounts paid as a penalty for, a particular non-consummated transaction and other expenses incurred in connection with activities related to a particular non-consummated transaction); all expenses incident to the payment of any dividend, distribution (including any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating any such investments) purchased or sold for a Fund; litigation and other extraordinary or non-recurring expenses (including, without limitation, legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to Section 10 hereof); and all other charges and costs of the Trust’s or a Fund’s operations. The Trust or the Advisor, as the case may be, shall reimburse the Sub-Advisor or its affiliates for any expenses of the Trust, a Fund or the Advisor as may be reasonably incurred by the Sub-Advisor as specifically provided for in this Agreement (including, for the avoidance of doubt, any of the above expenses incurred by the Sub-Advisor or its affiliates on behalf of the Trust or a Fund or as specifically agreed to beforehand by the Advisor). The Sub-Advisor shall keep and supply to the Fund and the Advisor reasonable records of all such expenses.

Expenses. During the term The Subadviser will bear its own costs of this Agreement, SubAdviser providing services hereunder. The Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for expenses of the Investment Adviser or the Fund, including, but not limited to, the following: the Fund's or Adviser’s legal, auditing and accounting expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges maintenance of the Fund’s custodians 's books and sub-custodiansrecords other than those required to be maintained by the Subadviser, administrators including computation of the Fund's daily net asset value per share and sub-administratorsdividends; interest, registrarstaxes, transfer agents, dividend disbursing agents governmental fees and dividend reinvestment plan agentsmembership dues incurred by the Fund; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SECFund's custodian, transfer agent, registrar or other agents; expenses of preparing the Fund's share certificates; expenses relating to the redemption or repurchase of the Fund's shares; expenses of registering or and qualifying securities Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents and all regulatory filing requirements necessitated by a change of control of the Fund for sale Subadviser or any change in the various states; freight and other charges in connection with portfolio manager or managers assigned by the shipment of Subadviser to manage the Fund’s portfolio securities); fees and expenses cost of non-interested Trustees; salaries of shareholder relations personnelFund stationery; costs of shareholders meetingsTrustee, shareholder and other meetings of the Trust or Fund (except that the Subadviser will be responsible for costs associated with any shareholder meeting, or any information statement prepared and distributed in lieu of a shareholder meeting, necessitated by a change of control of the Subadviser); insurancetraveling expenses of officers, trustees and employees of the Trust or Fund; interest; brokerage costsfees of the Trust's trustees and salaries of any officers or employees of the Trust or Fund; and litigation the Fund's pro rata portion of premiums on any fidelity bond and other extraordinary insurance covering the Trust or non-recurring expensesFund and their officers and trustees.

Expenses. During the term of this Agreement, SubAdviser the Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Funds’ or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Funds and any losses incurred in connection therewith, expenses of holding or carrying a Fund. Provided that the Fund shall not be required ’s assets, including, without limitation, expenses of dividends on stock borrowed to pay any compensation cover a short sale and interest, fees or other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation charges incurred in connection with leverage and related borrowings with respect to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the a Fund's or Adviser’s expenses, which shall include, but not be limited toassets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s Funds’ custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund Funds for sale in the various states; freight and other charges in connection with the shipment of the Fund’s Funds’ portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Funds or the Adviser as may be reasonably incurred by the Subadviser on behalf of the Funds or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser the Administrator will pay all expenses incurred by it in connection with its activities under this Agreement, except such expenses as are assumed by the Trust under this Agreement and such expenses as are assumed by a Series' investment adviser pursuant to an Investment Management Agreement or by a Series' sub-adviser pursuant to a Portfolio Management Agreement. The Trust shall be responsible for all of the other than expenses of its operations, including, without limitation, the cost administration fee payable hereunder; advisory fees; brokerage commissions; interest; legal fees and expenses of securities attorneys; fees of auditors, transfer agents and other investments (including brokerage commissions dividend disbursing agents, custodians and other transaction chargesshareholder servicing agents; fees of accountants and accounting services; the expense of obtaining quotations for calculating each Trust's net asset value; taxes, if any, and the preparation of the Trust's tax returns; cost of stock certificates and any other expenses (including clerical expenses) purchased of issue, sale, repurchase or sold redemption of shares; expenses of registering and qualifying shares of the Trust under federal and state laws and regulations (including the salary of employees of the Administrator engaged in the registering and qualifying of shares of the Trust under federal and state laws and regulations or a pro-rata portion of the salary of employees to the extent so engaged); salaries of personnel involved in placing orders for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms execution of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the FundTrust's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser)portfolio transactions; expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, notices and proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services materials to a pricing agent, if any; registration and filing fees of the SECexisting shareholders; expenses of registering or qualifying securities of the Fund for sale in the various states; freight printing and filing reports and other charges documents filed with governmental agencies; expenses in connection with the shipment shareholder and trustee meetings; expenses of the Fund’s portfolio securitiesprinting and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of non-interested TrusteesTrustees of the Trust; salaries trade association dues; insurance premiums; extraordinary expenses such as litigation expenses. To the extent the Administrator incurs any costs or performs any services which are an obligation of shareholder relations personnel; the Trust, as set forth herein, the Trust shall promptly reimburse the Administrator for such costs and expenses. To the extent the services for which the Trust is obligated to pay are performed by the Administrator, the Administrator shall be entitled to recover from the Trust only to the extent of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expensesits costs for such services.

Expenses. During the term The Subadviser will bear its own costs of this Agreement, SubAdviser providing services hereunder. The Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for expenses of the Investment Adviser or the Fund's or Adviser’s expenses, which shall includeincluding, but not be limited to, organizational the following: the Funds legal, auditing and offering accounting expenses; expenses (which include out-of-pocket expenses, but not overhead or employee costs of maintenance of the SubAdviser); expenses for legalFunds books and records other than those required to be maintained by Subadviser, accounting including computation of the Funds daily net asset value per share and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges interest, taxes, governmental fees and membership dues incurred by the Fund; fees of the Fund’s custodians and sub-Funds custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan registrars or other agents; payment for portfolio pricing services expenses of preparing the Funds share certificates; expenses relating to a pricing agent, if any; registration and filing fees the redemption or repurchase of the SECFunds shares; expenses of registering or and qualifying securities Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents necessitated by a change of control of the Fund for sale Subadviser or any change in the various states; freight and other charges in connection with portfolio manager or managers assigned by the shipment of Subadviser to manage the Fund’s portfolio securities); fees and expenses cost of non-interested Trustees; salaries of shareholder relations personnelFund stationery; costs of shareholders meetingsTrustee, shareholder and other meetings of the Trust or Fund (except that the Subadviser will be responsible for costs associated with any shareholder meeting necessitated by a change of control of the Subadviser); insurancetraveling expenses of officers, trustees and employees of the Trust or Fund; interest; brokerage costsfees of the Trusts trustees and salaries of any officers or employees of the Trust or Fund; and litigation the Funds pro rata portion of premiums on any fidelity bond and other extraordinary insurance covering the Trust or non-recurring expensesFund and their officers and trustees.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust's, the Fund's or Adviser's expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s 's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s 's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser the Administrator will pay all expenses incurred by it in connection with its activities under this Agreement, except such expenses as are assumed by the Trust under this Agreement and such expenses as are assumed by the investment adviser pursuant to an Investment Management Agreement. The Trust shall be responsible for all of the other than expenses of its operations, including, without limitation, the cost administration fee payable hereunder; advisory fees; brokerage commissions; interest; legal fees and expenses of securities attorneys; fees of auditors, transfer agents and other investments (including brokerage commissions dividend disbursing agents, custodians and other transaction chargesshareholder servicing agents; fees of accountants and accounting services; the expense of obtaining quotations for calculating the Trust's net asset value; taxes, if any, and the preparation of the Trust's tax returns; cost of stock certificates and any other expenses (including clerical expenses) purchased of issue, sale, repurchase or sold redemption of shares; expenses of registering and qualifying shares of the Trust under federal and state laws and regulations; salaries of personnel involved in placing orders for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms execution of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the FundTrust's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser)portfolio transactions; expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, notices and proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services materials to a pricing agent, if any; registration and filing fees of the SECexisting shareholders; expenses of registering or qualifying securities of the Fund for sale in the various states; freight printing and filing reports and other charges documents filed with governmental agencies; expenses in connection with the shipment shareholder and director meetings; expenses of the Fund’s portfolio securitiesprinting and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of non-Trustees of the Trust who are not "interested Trusteespersons" of the Trust as that term is defined in the Investment Company Act of 1940; salaries of shareholder relations personneltrade association dues; costs of shareholders meetings; insurance; interest; brokerage costsinsurance premiums; and extraordinary expenses such as litigation expenses. To the extent the Administrator incurs any costs or performs any services which are an obligation of the Trust, as set forth herein, the Trust shall promptly reimburse the Administrator for such costs and other extraordinary or non-recurring expenses. To the extent the services for which the Trust is obligated to pay are performed by the Administrator, the Administrator shall be entitled to recover from the Trust only to the extent of its costs for such services.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Funds’ or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or sold for carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s Funds’ custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the each Fund for sale in the various states; freight and other charges in connection with the shipment of the each Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of a Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of a Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses. The Subadviser may, from time to time, employ or associate with itself any person or persons believed to be particularly fit to assist in its performance of services under this Agreement, provided no such person serves or acts as an investment adviser separate from the Subadviser so as to require a new written contract pursuant to the 1940 Act. The compensation of any such person will be paid by the Subadviser, and no obligation will be incurred by, or on behalf of, the Adviser, the Trust or the Fund(s) with respect to them.

Expenses. During the term of this Agreement, SubAdviser the Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses (unless as part of an Operating Expense Limitation Agreement other than agreed to by the Adviser), which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toAssets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust's, the Fund's or Adviser's expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or sold for carrying Subadviser Assets, including without limitation expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include but are not limited to out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s 's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s 's portfolio securities; fees and expenses of non-interested interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Funds or the Adviser as maybe reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses.. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the October 2017 7

Expenses. Other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Manager under the Investment Management Agreement, the Fund is responsible for and has assumed the obligation for payment of all of its expenses, including but not limited to: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust for the benefit of the Funds including all fees and expenses of its custodian, shareholder services agent and accounting services agent; interest charges on any borrowings; costs and expenses of pricing and calculating its daily net asset value and of maintaining its books of account required under the 1940 Act; taxes, if any; expenditures in connection with meetings of each Fund's shareholders and Board that are properly payable by the Fund; salaries and expenses of officers and fees and expenses of members of the Board or members of any advisory board or committee who are not members of, affiliated with or interested persons of the Manager; insurance premiums on property or personnel of each Fund which inure to its benefit, including liability and fidelity bond insurance; the cost of preparing and printing reports, proxy statements, prospectuses and statements of additional information of the Fund or other communications for distribution to existing shareholders; legal, auditing and accounting fees; trade association dues; fees and expenses (including legal fees) of obtaining and maintaining any required registration or notification for its shares for sale under federal and applicable state and foreign securities laws; all expenses of maintaining and servicing shareholder accounts, including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Funds, if any; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses, except as herein otherwise prescribed. During the term of this Agreement, SubAdviser Sub-Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the a Fund. Provided that The Sub-Adviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the Fund execution of its duties under this Agreement. The Trust or the Manager, as the case may be, shall not reimburse the Sub-Adviser for any expenses as may be required to pay any compensation other than as provided reasonably incurred by the terms Sub-Adviser, at the request of and on behalf of a Fund or the Advisory Agreement, Manager. The Sub-Adviser shall keep and supply to the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, Trust and the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs Manager reasonable records of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring all such expenses.

Expenses. During the term of this Agreement, SubAdviser the Sub-Advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost costs of securities securities, commodities and any other investments (including brokerage commissions and other transaction charges, if any) purchased or otherwise acquired, or sold or otherwise disposed of for a Fund and any losses incurred in connection therewith. For the Fund. Provided that the Fund avoidance of doubt, Sub-Advisor shall not be required to pay any compensation expenses of holding or carrying Sub-Advisor Assets, including, without limitation, Fund expenses of dividends on stock borrowed to cover a short sale and interest; fees or other than as provided by charges incurred in connection with leverage and related borrowings with respect to the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, Sub-Advisor Assets; organizational and offering expenses of the Fund (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSub-Advisor); expenses for legal, accounting and auditing services; taxes and governmental feesfees payable by the Fund; dues and expenses incurred in connection with the Fund’s membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment or movement of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Advisor, as the case may be, shall reimburse the Sub-Advisor for any expenses of the Fund or the Advisor as may be reasonably incurred by such Sub-Advisor on behalf of the Fund or the Advisor. The Sub-Advisor shall keep and supply to the Trust and the Advisor reasonable records of all such expenses. The Sub-Advisor, at its sole expense, shall employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement.

Expenses. Other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Manager under the Investment Management Agreement, the Fund is responsible for and has assumed the obligation for payment of all of its expenses, including but not limited to: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust for the benefit of the Funds including all fees and expenses of its custodian, shareholder services agent and accounting services agent; interest charges on any borrowings; costs and expenses of pricing and calculating its daily net asset value and of maintaining its books of account required under the 1940 Act; taxes, if any; expenditures in connection with meetings of each Fund's shareholders and Board of Trustees that are properly payable by the Fund; salaries and expenses of officers and fees and expenses of members of the Board of Trustees or members of any advisory board or committee who are not members of, affiliated with or interested persons of the Manager; insurance premiums on property or personnel of each Fund which inure to its benefit, including liability and fidelity bond insurance; the cost of preparing and printing reports, proxy statements, prospectuses and statements of additional information of the Fund or other communications for distribution to existing shareholders; legal, auditing and accounting fees; trade association dues; fees and expenses (including legal fees) of obtaining and maintaining any required registration or notification for its shares for sale under federal and applicable state and foreign securities laws; all expenses of maintaining and servicing shareholder accounts, including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Funds, if any; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses, except as herein otherwise prescribed. During the term of this Agreement, SubAdviser Sub-Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the a Fund. Provided that The Sub-Adviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the Fund execution of its duties under this Agreement. The Trust or the Manager, as the case may be, shall not reimburse the Sub-Adviser for any expenses as may be required to pay any compensation other than as provided reasonably incurred by the terms Sub-Adviser, at the request of and on behalf of a Fund or the Advisory Agreement, Manager. The Sub-Adviser shall keep and supply to the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, Trust and the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs Manager reasonable records of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring all such expenses.

Expenses. During the term The Manager shall pay all of its own expenses incurred in performing its obligations under this Agreement, SubAdviser but shall not be responsible for paying any expenses of any Fund. The Manager will make available, without expense to a Fund, the services of such of its (or its affiliates’) directors, officers, and employees as may duly be elected Trustees or officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. The Manager will pay all expenses incurred by it in connection with the compensation of such of its activities under this Agreement other than (or its affiliates’) directors, officers, and employees as may duly be elected Trustees or officers of the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the FundTrust. Provided that the Fund shall The Manager will not be required to pay any compensation expenses of the Trust other than as provided by those specifically allocated to it in this Agreement. In particular, but without limiting the terms generality of the Advisory Agreementforegoing, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall Manager will not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues required to pay: fees and expenses incurred by the Trust in connection with membership in investment company organizationsorganizations or the cost of subscriptions to investment company-related periodicals for the Trust’s Trustees; costs brokers' commissions; fees or expenses of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agentor valuation services; legal, if anyauditing, or accounting expenses; registration and filing fees of the SEC; expenses of registering taxes or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securitiesgovernmental fees; fees and expenses of nonthe Fund’s transfer agent; fees payable under any Rule 12b-1 plan; the cost of preparing share certificates or any other expenses, including clerical expenses, incurred in connection with the issue, sale, underwriting, redemption, or repurchase of shares of a Fund; the cost of any insurance or fidelity bond; the expenses of and fees for registering or qualifying securities for sale; interest on account of any borrowing by a Fund; the fees and expenses of Trustees of the Trust who are not affiliated with the Manager (or its affiliates); the cost of preparing and distributing reports and notices to shareholders; public and investor relations expenses; the cost of producing and printing prospectuses that are provided to existing shareholders; the costs of Trustees' meetings; fees paid to third parties for materials used in connection with the Trustees’ annual consideration of investment management and investment sub-interested Trustees; salaries of shareholder relations personneladvisory agreements for the Funds; costs and expenses of shareholders meetingslitigation; insurancethe fees or disbursements of custodians of a Fund’s assets, including expenses incurred in the performance of any obligations enumerated by the Declaration of Trust or By-Laws of the Trust insofar as they govern agreements with any such custodian; interest; brokerage costsfees paid to third parties to assist the Funds in making required regulatory filings with government agencies including, but not limited to, the Securities and Exchange Commission; and litigation and any other extraordinary or non-recurring nonrecurring expenses. Each Fund may from time to time agree to make payments to third parties (who may be affiliates of the Manager) in respect of Shareholder Services provided by them, at such rates or in such amounts as the Fund and such third parties may from time to time agree. The payment by a Fund of any such amounts to third parties will not, except to the extent the Fund and the Manager otherwise expressly agree in writing, relieve the Fund of any payment obligation under this Agreement or reduce any amount payable by the Fund to the Manager under this Agreement, or otherwise affect any obligation of the parties under this Agreement.

Expenses. During the term of this Agreement, SubAdviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's ’s or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Funds’ or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or sold for carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s Funds’ custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the each Fund for sale in the various states; freight and other charges in connection with the shipment of the each Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of a Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of a Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses. The Subadviser may, from time to time, employ or associate with itself any person or persons believed to be particularly fit to assist in its performance of services under this Agreement, provided no such person serves or acts as an investment adviser separate from the Subadviser so as to require a new written contract pursuant to the 1940 Act. The compensation of any such person will be paid by the Subadviser, and no obligation will be incurred by, or on behalf of, the Adviser, the Trust or the Fund(s) with respect to them.

Expenses. During the term The Manager shall pay all of its own expenses incurred in performing its obligations under this Agreement, SubAdviser but shall not be responsible for paying any expenses of any Fund. The Manager will make available, without expense to a Fund, the services of such of its (or its affiliates’) directors, officers, and employees as may duly be elected Trustees or officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. The Manager will pay all expenses incurred by it in connection with the compensation of such of its activities under this Agreement other than (or its affiliates’) directors, officers, and employees as may duly be elected Trustees or officers of the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the FundTrust. Provided that the Fund shall The Manager will not be required to pay any compensation expenses of the Trust other than as provided by those specifically allocated to it in this Agreement. In particular, but without limiting the terms generality of the Advisory Agreementforegoing, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall Manager will not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues required to pay: fees and expenses incurred by the Trust in connection with membership in investment company organizationsorganizations or the cost of subscriptions to investment company-related periodicals for the Trust’s Trustees; costs brokers’ commissions; fees or expenses of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agentor valuation services; legal, if anyauditing, or accounting expenses; registration and filing fees of the SEC; expenses of registering taxes or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securitiesgovernmental fees; fees and expenses of nonthe Fund’s transfer agent; fees payable under any Rule 12b-1 plan; the cost of preparing share certificates or any other expenses, including clerical expenses, incurred in connection with the issue, sale, underwriting, redemption, or repurchase of shares of a Fund; the cost of any insurance or fidelity bond; the expenses of and fees for registering or qualifying securities for sale; interest on account of any borrowing by a Fund; the fees and expenses of Trustees of the Trust who are not affiliated with the Manager (or its affiliates); the cost of preparing and distributing reports and notices to shareholders; public and investor relations expenses; the cost of producing and printing prospectuses that are provided to existing shareholders; the costs of Trustees’ meetings; fees paid to third parties for materials used in connection with the Trustees’ annual consideration of investment management and investment sub-interested Trustees; salaries of shareholder relations personneladvisory agreements for the Funds; costs and expenses of shareholders meetingslitigation; insurancethe fees or disbursements of custodians of a Fund’s assets, including expenses incurred in the performance of any obligations enumerated by the Declaration of Trust or By-Laws of the Trust insofar as they govern agreements with any such custodian; interest; brokerage costsfees paid to third parties to assist the Funds in making required regulatory filings with government agencies including, but not limited to, the Securities and Exchange Commission; and litigation and any other extraordinary or non-recurring nonrecurring expenses. Each Fund may from time to time agree to make payments to third parties (who may be affiliates of the Manager) in respect of Shareholder Services provided by them, at such rates or in such amounts as the Fund and such third parties may from time to time agree. The payment by a Fund of any such amounts to third parties will not, except to the extent the Fund and the Manager otherwise expressly agree in writing, relieve the Fund of any payment obligation under this Agreement or reduce any amount payable by the Fund to the Manager under this Agreement, or otherwise affect any obligation of the parties under this Agreement.

Expenses. During the term The Subadviser will bear its own costs of this Agreement, SubAdviser providing services hereunder. The Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for expenses of the Investment Adviser or the Fund's or Adviser’s expenses, which shall includeincluding, but not be limited to, organizational the following: the Funds legal, auditing and offering accounting expenses; expenses (which include out-of-pocket expenses, but not overhead or employee costs of maintenance of the SubAdviser); expenses for legalFunds books and records other than those required to be maintained by the Subadviser, accounting including computation of the Funds daily net asset value per share and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges interest, taxes, governmental fees and membership dues incurred by the Fund; fees of the Fund’s custodians and sub-Funds custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan registrars or other agents; payment for portfolio pricing services expenses of preparing the Funds share certificates; expenses relating to a pricing agent, if any; registration and filing fees the redemption or repurchase of the SECFunds shares; expenses of registering or and qualifying securities Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents necessitated by a change of control of the Fund for sale Subadviser or any change in the various states; freight and other charges in connection with portfolio manager or managers assigned by the shipment of Subadviser to manage the Fund’s portfolio securities); fees and expenses cost of non-interested Trustees; salaries of shareholder relations personnelFund stationery; costs of shareholders meetingsTrustee, shareholder and other meetings of the Trust or Fund (except that the Subadviser will be responsible for costs associated with any shareholder meeting necessitated by a change of control of the Subadviser); insurancetraveling expenses of officers, trustees and employees of the Trust or Fund; interest; brokerage costsfees of the Trusts trustees and salaries of any officers or employees of the Trust or Fund; and litigation the Funds pro rata portion of premiums on any fidelity bond and other extraordinary insurance covering the Trust or non-recurring expensesthe Fund and their officers and trustees.

Expenses. During The Investment Manager shall be under no obligation to pay any fees, costs, expenses or other charges of the term Subsidiary, except for the compensation of Subsidiary officers who are employed by the Investment Manager, the compensation, if any, of its Trustees who are officers, employees, partners, shareholders or members of the Investment Manager or its subsidiaries or affiliates, the rental for its office space, and the ordinary and necessary office and clerical expenses relating to research, statistical work and supervision of the Subsidiary’s investment portfolio, to be performed by the Investment Manager under paragraph 1 of this Agreement, SubAdviser . The Subsidiary will pay its own fees, costs, expenses or charges relating to its assets, investments and operations, including without limitation: all investment expenses, including, without limitation, fees and expenses incurred by it of outside legal counsel or third-party consultants retained in connection with its activities under this Agreement other than the cost of securities reviewing, negotiating and structuring specialized loan and other investments made by the Subsidiary, and any costs associated with originating loans, asset securitizations, alternative lending-related strategies and so-called “broken-deal” costs (including brokerage commissions e.g., fees, expenses and other transaction chargesliabilities, if any) purchased or sold including, for example, due diligence-related fees, costs, expenses and liabilities with respect to unconsummated investments); office and clerical expenses not relating to the Fund. Provided that the Fund shall not be required to pay any compensation other than as services provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securitiesInvestment Manager hereunder; fees and expenses of non-interested TrusteesTrustees who are not officers, employees, partners, shareholders or members of the Investment Manager; salaries governmental fees; interest charges and any other expenses associated with financial leverage; taxes; association membership dues; fees and charges for legal and auditing services; fees and expenses of any custodians or Trustees with respect to custody of its assets; fees, charges and expenses of dividend disbursing agents, registrars and transfer agents (including the cost of keeping all necessary shareholder relations personnelrecords and accounts, and of handling any problems relating thereto and the expense of furnishing to all shareholders statements of their accounts after every transaction including the expense of mailing); costs and expenses associated with offering and redemption or repurchase costs; costs and expenses of preparing, printing and mailing to shareholders ownership certificates, proxy statements and materials, reports and notices; costs of shareholders meetings; insurance; interestpreparing reports to governmental agencies; brokerage costsfees and commissions of every kind and expenses in connection with the execution of portfolio security transactions (including the cost of any service or agency designed to facilitate the purchase and sale of portfolio securities); and litigation all postage, insurance premiums, and any other extraordinary fee, cost, expense or non-recurring charge of any kind incurred by and on behalf of the Subsidiary and not expressly assumed by the Investment Manager under this Agreement. If the Investment Manager pays for certain expenses of the Subsidiary or furnishes without charge to the Subsidiary services the cost of which is to be borne by the Subsidiary under this Agreement, the Investment Manager shall not be deemed to have waived its rights under this Agreement to have the Subsidiary pay for such expenses or provide or pay for such services in the future. The Investment Manager may also advance the payment of expenses, subject to reimbursement by the Subsidiary in the ordinary course of business.

Expenses. During The Adviser, at its own expense and without reimbursement from the term Company or the Large Cap Equity Fund, shall furnish office space, and all necessary office facilities, equipment and executive personnel for managing the investments of this Agreement, SubAdviser will pay the Large Cap Equity Fund. The Large Cap Equity Fund shall bear all expenses initially incurred by it in connection with its activities under this Agreement other than it, provided that the cost of total expenses borne by the Large Cap Equity Fund, including the Adviser's fee but excluding all federal, state and local taxes, interest, reimbursement payments to securities lenders for dividend and other investments (including interest payments on securities sold short, brokerage commissions and other transaction chargesextraordinary items, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay in any compensation other than year exceed 2.5% of the average net assets of the Large Cap Equity Fund for such year, as provided determined by valuations made as of the close of each business day. The expenses of the Large Cap Equity Fund's operations borne by the terms Large Cap Equity Fund include by way of illustration and not limitation, director's fees paid to those directors who are not officers of the Advisory AgreementCompany, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve costs of preparing and printing its investment management services. Except as otherwise provided in this Agreement or by lawregistration statements required under the Securities Act of 1933 and the Act (and amendments thereto), the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses expense of registering or qualifying securities of its shares with the Fund for sale Securities and Exchange Commission and in the various states; freight , payments made pursuant to the Service and Distribution Plan, the printing and distribution cost of prospectuses mailed to existing shareholders, the cost of share certificates (if any), director and officer liability insurance, reports to shareholders, reports to government authorities and proxy statements, interest charges, reimbursement payments to securities lenders for dividend and interest payments on securities sold short, taxes, legal expenses, salaries of administrative and clerical personnel, association membership dues, auditing and accounting services, insurance premiums, brokerage and other charges in connection expenses connected with the shipment execution of the Fund’s portfolio securities; securities transactions, fees and expenses of non-interested Trustees; salaries the custodian of the Large Cap Equity Fund's assets, expenses of calculating the net asset value and repurchasing and redeeming shares, charges and expenses of dividend disbursing agents, registrars and stock transfer agents and the cost of keeping all necessary shareholder relations personnel; costs records and accounts. The Company shall monitor the expense ratio of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expensesthe Large Cap Equity Fund on a monthly basis. If the accrued amount of the expenses of the Large Cap Equity Fund exceeds the expense limitation established herein, the Company shall create an account receivable from the Adviser for the amount of such excess. In such a situation the monthly payment of the Adviser's fee will be reduced by the amount of such excess, subject to adjustment month by month during the balance of the Company's fiscal year if accrued expenses thereafter fall below the expense limitation.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the a Fund. Provided that The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the Fund shall not be required to pay any compensation other than as provided by the terms execution of the Advisory its duties under this Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser The Subadviser shall not be responsible for the Trust's, the Fund's or Adviser’s 's expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the a Fund’s 's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the Securities and Exchange Commission (the "SEC"); expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s 's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser the Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. Except as set forth in Section 6, the Subadviser shall not be responsible for the Trust’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of financing, holding or carrying Assets and other investment positions, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toAssets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by the Subadviser on behalf of the Fund or the Adviser. The following shall be considered Fund expenses for purposes of the foregoing sentence: the Fund’s allocated portion of the following expenses incurred by the Subadviser in connection with the services provided to the Fund pursuant to this Agreement: (i) investment and investment-related expenses paid to third parties in connection with identifying, sourcing, evaluating, valuing, structuring (including, without limitation, tax and legal structuring), researching, conducting diligence on, monitoring, servicing, maintaining, acquiring, disposing of, or restricting investments (and potential investments), which shall include investment-related litigation expenses, investment-related travel expenses, the allocated portion of the expense of internal legal counsel of the Subadviser, and research and research-related expenses, including the allocated costs of financial and research databases, market, news and other data services (such as Bloomberg), surveys, licenses, subscriptions and publications and (ii) any legal or other expenses paid to third parties by the Subadviser in connection with the foregoing, or in connection with the organization of the Fund. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses. The Subadviser may assert any claims for expense reimbursement it may have against the Trust under Section 3 of the Advisory Agreement, and the Adviser will not agree to any amendment, modification or alteration to such section or waive any rights of the Subadviser thereunder without the consent of the Subadviser.

Expenses. During the term The Subadviser will bear its own costs of this Agreement, SubAdviser providing services -------- hereunder. The Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for expenses of the Investment Adviser or the Fund, including, but not limited to, the following: the Fund's or Adviser’s legal, auditing and accounting expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges maintenance of the Fund’s custodians 's books and sub-records other than those required to be maintained by the Subadviser, including computation of the Fund's daily net asset value per share and dividends; interest, taxes, governmental fees and membership dues incurred by the Fund; fees of the Fund's custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan registrars or other agents; payment for portfolio pricing services expenses of preparing the Fund's share certificates; expenses relating to a pricing agent, if any; registration and filing fees the redemption or repurchase of the SECFund's shares; expenses of registering or and qualifying securities Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents necessitated by a change of control of the Fund for sale Subadviser or any change in the various states; freight and other charges in connection with portfolio manager or managers assigned by the shipment of Subadviser to manage the Fund’s portfolio securities); fees and expenses cost of non-interested Trustees; salaries of shareholder relations personnelFund stationery; costs of shareholders meetingsTrustee, shareholder and other meetings of the Trust or Fund (except that the Subadviser will be responsible for costs associated with any shareholder meeting necessitated by a change of control of the Subadviser); insurancetraveling expenses of officers, trustees and employees of the Trust or Fund; interest; brokerage costsfees of the Trust's trustees and salaries of any officers or employees of the Trust or Fund; and litigation the Fund's pro rata portion of premiums on any fidelity bond and other extraordinary insurance covering the Trust or non-recurring expensesthe Fund and their officers and trustees.

Expenses. During The Adviser, at its own expense and without reimbursement from the term Company or the International Equity Fund, shall furnish office space, and all necessary office facilities, equipment and executive personnel for managing the investments of this Agreement, SubAdviser will pay the International Equity Fund. The International Equity Fund shall bear all expenses initially incurred by it in connection with its activities under this Agreement other than it, provided that the cost of total expenses borne by the International Equity Fund, including the Adviser's fee but excluding all federal, state and local taxes, interest, reimbursement payments to securities lenders for dividend and other investments (including interest payments on securities sold short, brokerage commissions and other transaction chargesextraordinary items, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay in any compensation other than year exceed 2.5% of the average net assets of the International Equity Fund for such year, as provided determined by valuations made as of the close of each business day. The expenses of the International Equity Fund's operations borne by the terms International Equity Fund include by way of illustration and not limitation, director's fees paid to those directors who are not officers of the Advisory AgreementCompany, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve costs of preparing and printing its investment management services. Except as otherwise provided in this Agreement or by lawregistration statements required under the Securities Act of 1933 and the Act (and amendments thereto), the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses expense of registering or qualifying securities of its shares with the Fund for sale Securities and Exchange Commission and in the various states; freight , payments made pursuant to the Service and Distribution Plan, the printing and distribution cost of prospectuses mailed to existing shareholders, the cost of share certificates (if any), director and officer liability insurance, reports to shareholders, reports to government authorities and proxy statements, interest charges, reimbursement payments to securities lenders for dividend and interest payments on securities sold short, taxes, legal expenses, salaries of administrative and clerical personnel, association membership dues, auditing and accounting services, insurance premiums, brokerage and other charges in connection expenses connected with the shipment execution of the Fund’s portfolio securities; securities transactions, fees and expenses of non-interested Trustees; salaries the custodian of the International Equity Fund's assets, expenses of calculating the net asset value and repurchasing and redeeming shares, charges and expenses of dividend disbursing agents, registrars and stock transfer agents and the cost of keeping all necessary shareholder relations personnel; costs records and accounts. The Company shall monitor the expense ratio of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expensesthe International Equity Fund on a monthly basis. If the accrued amount of the expenses of the International Equity Fund exceeds the expense limitation established herein, the Company shall create an account receivable from the Adviser for the amount of such excess. In such a situation the monthly payment of the Adviser's fee will be reduced by the amount of such excess, subject to adjustment month by month during the balance of the Company's fiscal year if accrued expenses thereafter fall below the expense limitation.

Expenses. During The Subadviser will bear its own costs of providing services hereunder. The Subadviser will not be responsible for expenses of the term Investment Adviser or a Fund, including, but not limited to, the following: each Fund’s legal, auditing and accounting expenses; expenses of this Agreementmaintenance of the Funds’ books and records other than those required to be maintained by the Subadviser, SubAdviser will pay all expenses including computation of each Fund’s daily net asset value per share and dividends; interest, taxes, governmental fees and membership dues incurred by it in connection with its activities under this Agreement other than the Funds; the cost of securities and other investments (including brokerage commissions and other commissions, transaction fees or charges, if any) purchased in connection with the purchase or sold for the sale of each Fund. Provided that the Fund shall not be required to pay ’s securities and other investments and any compensation other than as provided by the terms losses in connection therewith; fees of the Advisory AgreementFunds’ custodian, transfer agent, registrar, independent pricing vendors or other agents; expenses of preparing each Fund’s share certificates; expenses relating to the SubAdviser may obtain investment informationredemption or repurchase of the Funds’ shares; expenses of registering and qualifying Fund shares for sale under applicable federal and state laws; expenses of preparing, research or assistance from any other personsetting in print, firm or corporation printing and distributing prospectuses, reports, proxy statements, notices and dividends to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee Fund investors; cost of Fund stationery; costs of Trustee, shareholder and other meetings of the SubAdviser)Trust or Funds; traveling expenses for legalof officers, accounting trustees and auditing servicesemployees of the Trust or Funds; taxes fees of the Trust’s trustees and governmental feessalaries of any officers or employees of the Trust or Funds; dues and extraordinary expenses of the Trust as may arise including expenses incurred in connection with membership in investment company organizations; costs of printing litigation, proceedings, and distributing shareholder reportsother claims, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges the legal obligations of the Fund’s custodians Trust to indemnify its Trustees, officers, employees, shareholders, distributors, and sub-custodians, administrators agents with respect thereto; and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees the Funds’ pro rata portion of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight premiums on any fidelity bond and other charges in connection with insurance covering the shipment of the Fund’s portfolio securities; fees Trust or Funds and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; their officers and litigation and other extraordinary or non-recurring expensestrustees.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses.. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses. October 2019 7

Expenses. During the term of this Agreement, SubAdviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s 's expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s 's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s 's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser Sub-adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Sub-adviser shall, at its sole expense, employ or associate itself with such persons as it may determine in its sole discretion. The Sub-adviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or sold for carrying Sub-adviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSub-adviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSub-adviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the a Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Sub-adviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Sub-adviser on behalf of the Fund or the Adviser. The Sub-adviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with performing its activities obligations under this Agreement other than Agreement. The Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During The expenses connected with distribution shall be allocable between the term Funds and the Distributor as follows: The Distributor shall furnish the services of personnel to the extent that such services are required to carry out its obligations under this Agreement, SubAdviser will . Each Fund assumes and shall pay all or cause to be paid the following expenses incurred by it on its behalf: Registration of shares including the expense of printing and distributing prospectuses to existing shareholders; expenses incurred for maintaining the Trust's or Fund's existence, taxes and expenses related to portfolio transactions; charges and expenses of any registrar, custodian or depository for portfolio securities and other property, and any stock transfer, dividend or account agent or agents; all taxes, including securities issuance and transfer taxes, and fees payable to federal, state or other governmental agencies; costs and expenses in connection with the registration and maintenance of registration of a Fund and its activities under this Agreement other than shares with the cost of securities SEC and various states and other investments jurisdictions (including brokerage commissions filing fees, legal fees and other transaction chargesdisbursements of counsel); expenses of shareholders' and directors' meetings and preparing, if any) purchased printing, and mailing of proxy statements and reports to shareholders; fees and travel expenses of directors who are not "interested persons" as that term is defined in the 1940 Act; expenses incident to the payment of any dividend, distribution, withdrawal or sold redemption, whether in shares or in cash; charges and expenses of any outside service used for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms pricing of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the a Fund's or Adviser’s expenses, which shall includeshares; fees and expenses of legal counsel and of independent accountants; membership dues of industry associations; postage (excluding postage for promotional and sales literature); insurance premiums on property of personnel (including, but not be limited to, organizational to legal claims and offering expenses (which include out-of-pocket expenses, but not overhead or employee liabilities and litigation costs and any indemnification related thereto); and all other charges and costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and a Fund's operation unless otherwise explicitly provided herein. The Distributor will bear all expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges its performance of the Fund’s custodians services described herein and sub-custodiansthe incurring of distribution expenses under this Agreement. For purposes of this Agreement, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; "distribution expenses" of the Distributor shall mean all expenses borne by the Distributor which represent payment for portfolio pricing services activities primarily intended to a pricing agentresult in the sale of Class A, if any; registration and filing fees of Class B, or Class S shares, including, but not limited to, the SEC; expenses of registering or qualifying securities of the Fund for sale distribution that are described in the various states; freight Distribution Plans. The Distributor will furnish the Board of Trustees statements of distribution revenues and other charges in connection expenditures at least quarterly with respect to the shipment Class A, Class B and Class S shares of each Fund as required by the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expensesDistribution Plans for each respective Class.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses.. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, August 2008 without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Expenses. During The Adviser, at its own expense and without reimbursement from the term Company or the Small Cap Equity Fund, shall furnish office space, and all necessary office facilities, equipment and executive personnel for managing the investments of this Agreement, SubAdviser will pay the Small Cap Equity Fund. The Small Cap Equity Fund shall bear all expenses initially incurred by it in connection with its activities under this Agreement other than it, provided that the cost of total expenses borne by the Small Cap Equity Fund, including the Adviser's fee but excluding all federal, state and local taxes, interest, reimbursement payments to securities lenders for dividend and other investments (including interest payments on securities sold short, brokerage commissions and other transaction chargesextraordinary items, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay in any compensation other than year exceed 2.5% of the average net assets of the Small Cap Equity Fund for such year, as provided determined by valuations made as of the close of each business day. The expenses of the Small Cap Equity Fund's operations borne by the terms Small Cap Equity Fund include by way of illustration and not limitation, director's fees paid to those directors who are not officers of the Advisory AgreementCompany, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve costs of preparing and printing its investment management services. Except as otherwise provided in this Agreement or by lawregistration statements required under the Securities Act of 1933 and the Act (and amendments thereto), the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses expense of registering or qualifying securities of its shares with the Fund for sale Securities and Exchange Commission and in the various states; freight , payments made pursuant to the Service and Distribution Plan, the printing and distribution cost of prospectuses mailed to existing shareholders, the cost of share certificates (if any), director and officer liability insurance, reports to shareholders, reports to government authorities and proxy statements, interest charges, reimbursement payments to securities lenders for dividend and interest payments on securities sold short, taxes, legal expenses, salaries of administrative and clerical personnel, association membership dues, auditing and accounting services, insurance premiums, brokerage and other charges in connection expenses connected with the shipment execution of the Fund’s portfolio securities; securities transactions, fees and expenses of non-interested Trustees; salaries the custodian of the Small Cap Equity Fund's assets, expenses of calculating the net asset value and repurchasing and redeeming shares, charges and expenses of dividend disbursing agents, registrars and stock transfer agents and the cost of keeping all necessary shareholder relations personnel; costs records and accounts. The Company shall monitor the expense ratio of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expensesthe Small Cap Equity Fund on a monthly basis. If the accrued amount of the expenses of the Small Cap Equity Fund exceeds the expense limitation established herein, the Company shall create an account receivable from the Adviser for the amount of such excess. In such a situation the monthly payment of the Adviser's fee will be reduced by the amount of such excess, subject to adjustment month by month during the balance of the Company's fiscal year if accrued expenses thereafter fall below the expense limitation.

Expenses. During the term of this Agreement, SubAdviser Subadviser will pay all expenses incurred provide, at its own expense, the office space, furnishings and equipment and personnel required by it to perform the services on the terms and for the compensation provided herein, but shall not bear any expenses in connection with its activities under this Agreement other than that are not customarily regarded as overhead costs for an investment manager. The Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited toSubadviser Assets, organizational and offering expenses (which include include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the SubAdviserSubadviser); expenses for legal, accounting and auditing servicesservices (which include, but are not limited to, services provided in connection with the workout of securities or obligations held by the Fund); taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectusesprospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment or movement of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.