Common use of Allocation of Charges and Expenses Clause in Contracts

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each Fund, including the compensation and expenses of any employees of the Trust and of any other persons rendering any services to a Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You During the term of this Agreement, you will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any trustees, officers and employees of the Trust Fund and of any other persons rendering any services to a Fundthe Fund including any sub-adviser retained pursuant to Paragraph 1 above; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s 's shares that a (excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under the Act0000 Xxx); and all other operating expenses not specifically assumed by youthe Fund. Each For this purpose, operating expenses do not include indirect expenses, such as expenses incurred by other investment companies in which the Fund may invest. The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on of securities sold short), fees and expenses of the non-interested person Trustees ) and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. The Fund will also pay expenses that it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay The Adviser shall employ or provide and compensate the entire salaries executive, administrative, secretarial and wages of clerical personnel necessary to provide the services set forth herein, and shall bear the expense thereof. The Adviser shall compensate all of your employeesTrustees, officers and agents employees of the Trust who devote part are also employees of the Adviser. The Adviser will pay all expenses incurred in connection with the sale or all distribution of their time the Fund's shares to the affairs of the Trust, and the wages and salaries of extent such persons shall expenses are not be deemed to be expenses incurred assumed by the TrustFund under a plan of distribution pursuant to Rule 12b-1 under the Act. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust and of any other persons rendering any services to a Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; , brokerage fees and commissions, legal, auditing and accounting expenses; , expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; , taxes or governmental fees, fees and expenses of the custodian, transfer agent, dividend disbursing agentthe transfer, shareholder service agent, plan agent, administrator, and dividend disbursing agent and the accounting and pricing services agent and underwriter of a the Fund; expenses, expenses including clerical expenses, expenses of the issue, sale, redemption or repurchase of shares of a the Fund; , the cost fees and expenses of preparing and distributing reports and notices to shareholdersTrustees of the Trust who are not interested persons of the Trust, the cost of preparing, printing or preparing prospectuses and statements of additional information for delivery distributing prospectuses, statements, reports and other documents to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund the Trust may be a party and indemnification of the Trust’s 's officers and Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine any other expense not specifically described above incurred in your sole discretion, for any the performance of the Trust's obligations. All other expenses advanced not expressly assumed by youthe Adviser herein incurred in connection with the organization, which a registration of shares and operations of the Fund is obligated to pay, and such reimbursement shall not will be considered to be part of your compensation pursuant to this Agreementborne by the Fund.

Allocation of Charges and Expenses. You will pay all organizational, offering and operating expenses (other than expenses specifically assumed by the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs Fund) of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, sale redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund’s current shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short)interest, fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees trustees and officers with respect thereto. The Fund will pay all expenses which may be incurred pursuant to the Fund’s Rule 12b-1 Distribution Plan (the “12b-1 Expenses”). You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a shares, excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under Investment Company Act of 1940, as amended (the “Act”); and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. The Fund will also pay expenses that it is authorized to pay pursuant to Rule 12b-1 under the Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You The Investment Advisor will pay the entire salaries compensation and wages expenses of all of your employees, officers and agents who devote part or all of their time any persons rendering any services to the affairs Fund who are officers, directors, equity owners or employees of it, and will make available, without expense to the Fund, the services of such of its employees as may duly be elected officers or trustees of the Trust, subject to their individual consent to serve and to any limitations imposed by law. The compensation and expenses of any officers, trustees and employees of the wages and salaries Trust who are not officers, directors, equity owners or employees of such persons shall not the Investment Advisor will be deemed to be expenses incurred paid by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust and of any other persons rendering any services to a Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; brokerage fees and commissions; legal, auditing and accounting expenses; non-organizational expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; taxes or governmental fees; fees and expenses of the custodian, transfer agent, shareholder service agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter distributor of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; its share of the fees and expenses of trustees of the Trust who are not affiliated with the Investment Advisor; the cost of preparing and distributing reports and notices to shareholders, ; the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund’s shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund the Trust may be a party and indemnification of for the Trust’s Trustees officers and officers trustees with respect thereto; or any other expense not specifically described above incurred in the performance of the Fund’s obligations. You All other expenses not assumed by the Investment Advisor herein incurred by the Fund in connection with the organization, registration of shares and operations of the Fund will be borne by the Fund. The Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. The Investment Advisor may obtain reimbursement from each the Fund, at such time or times as you it may determine in your its sole discretion, for any of the expenses advanced by youthe Investment Advisor, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your its compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each Fund, including the compensation and expenses of any all officers and executive employees of the Trust and will make available, without expense to the Trust, the services of such of your partners and employees as may duly be elected officers or Trustees of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You will pay the Trust's office rent and will provide investment advisory, research and statistical facilities and all clerical services relating to research, statistical and investment work. You will not be required to pay any expenses of the Trust other persons rendering any services than those specifically allocated to a Fundyou in this paragraph 5. In particular, but without limiting the generality of the foregoing, you will not be required to pay: organization expenses of the Trust; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a Fund the Trust in connection with membership in investment company organizations; brokers' commissions; payment for portfolio pricing services to a pricing agent, if any; legal, auditing and or accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with taxes or governmental fees; the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Trust; the cost of preparing share certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption or repurchase of shares of beneficial interest of the Trust; the expenses of and fees for registering or qualifying securities for sale and of maintaining the registration of the Trust and registering the Trust as a Fundbroker or a dealer; the fees and expenses of Trustees of the Trust who are not affiliated with you; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost fees or disbursements of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification custodians of the Trust’s Trustees '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; or litigation and officers with respect theretoindemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust's business. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered required to be part pay expenses of your compensation pursuant activities which are primarily intended to this Agreement.result in sales of Shares of the Trust if and to the

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s 's shares that a (excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940, (the"1940 Act") as amended); and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), interest, fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. The Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You The Subadviser shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 2 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the entire salaries and wages assets of the Portfolio all of your employees, officers and agents who devote part or all of their time its own expenses allocable to the affairs Portfolio including, without limitation, organization costs of the Portfolio; compensation of Trustees who are not "interested persons" of the Trust, and the wages and salaries of such persons shall not be deemed ; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each Fund, including the compensation and expenses of any employees of the Trust and of any other persons rendering any services to a Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a Fund in connection with membership in investment company organizations; legalof independent auditors, auditing legal counsel and accounting expensesany transfer agent, distributor, registrar or dividend disbursing agent of the Trust; expenses of registering shares under federal issuing and state securities lawsredeeming beneficial interests and servicing investor accounts; expenses of preparing, including typesetting, printing and mailing investor reports, notices, proxy statements and reports to governmental officers and commissions and to investors in the Portfolio; expenses incurred by a Fund in connection connected with the organization execution, recording and initial registration settlement of shares of a Fundsecurity transactions; insurance expensespremiums; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing custodian for all services agent and underwriter of a Fund; expensesto the Portfolio, including clerical expenses, safekeeping of issue, sale, redemption or repurchase of shares of a Fund; the cost of preparing funds and distributing reports securities and notices to shareholders, the cost of printing or preparing prospectuses maintaining required books and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholdersaccounts; expenses of shareholders’ calculating the net asset value of the Portfolio (including but not limited to the fees of independent pricing services); expenses of meetings and proxy solicitationsof the Portfolio's investors; advertising, promotion and other expenses incurred directly or indirectly relating to the issuance of beneficial interests in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the ActPortfolio; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring or extraordinary expenses as may arise, including litigation those relating to actions, suits or proceedings to which a Fund the Trust on behalf of the Portfolio may be a party and indemnification of the Trust’s legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s 's shares that a excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"); and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. The Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay all costs incurred by you in connection with the entire salaries and wages of all performance of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trustduties under paragraph 1. The Fund You will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of any all personnel of yours and will make available, without expense to the Fund, the services of such of your partners, officers and employees as may duly be elected officers or Directors of the Trust Company, subject to their individual consent to serve and to any limitations imposed by law. You will not be required to pay any expenses of the Fund other than those specifically allocated to you in this paragraph 2. In particular, but without limiting the generality of the foregoing, you will not be required to pay: (i) fees and expenses of any other persons rendering any services to a investment adviser of the Fund; clerical and shareholder service staff salaries(ii) organization expenses of the Fund; office space and other office expenses; (iii) fees and expenses incurred by a Fund the Company in connection with membership in investment company organizations; (iv) brokers' commissions; (v) payment for portfolio pricing services to a pricing agent, if any; (vi) legal, auditing or accounting expenses (including an allocable portion of the cost of your employees rendering legal and accounting expensesservices to the Fund); expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with (vii) taxes or governmental fees; (viii) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Company; (ix) the cost of preparing stock certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption or repurchase of shares Shares of a the Fund; (x) the expenses of and fees for registering or qualifying Shares for sale and of maintaining the registration of the Fund and registering the Company as a broker or a dealer; (xi) the fees and expenses of Directors of the Company who are not affiliated with you; (xii) the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other regulatory authorities; (xiii) the fees or disbursements of custodians of the Company's assets, including expenses incurred directly in the performance of any obligations enumerated by the Articles of Incorporation or indirectly in connection By-Laws of the Company insofar as they govern agreements with the sale any such custodian; or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; (xiv) litigation and all indemnification expenses and other operating extraordinary expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses incurred in the ordinary course of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect theretoFund's business. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered required to be part pay expenses of your compensation pursuant activities which are primarily intended to this Agreementresult in sales of Shares of the Fund.

Allocation of Charges and Expenses. You Except as otherwise provided in Section 1 above and this Section 2, the Administrator will pay all costs it incurs in connection with the entire salaries and wages performance of all its duties under Section 1 of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trustthis Agreement. The Fund Administrator will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of all of its personnel and will make available, without expense to the Trust, the services of such of its partners, officers and employees as may duly be elected officers or Trustees of the Trust, subject to their individual consent to serve and to any employees limitations imposed by law. The Administrator shall also pay the fees of the transfer agent and fund accounting agent engaged by it (other than such entities out-of-pocket charges). The Administrator will not be required to pay any expenses of the Trust other than those specifically allocated to the Administrator in this Section 2. In particular, but without limiting the generality of the foregoing, the Administrator will not be required to pay: (i) fees and expenses of any other persons rendering any services to a Fundinvestment adviser of the Trust; clerical and shareholder service staff salaries(ii) organizational expenses of the Trust; office space and other office expenses; (iii) fees and expenses incurred by a Fund the Trust in connection with membership in investment company organizations; (iv) brokers' commissions, transfer taxes, fees and other expenses connected with the acquisition, disposition and valuation of securities and other investments; (v) fees and charges for portfolio pricing services to a pricing agent, if any; (vi) outside legal, accounting or auditing and accounting expenses; (vii) interest, insurance premiums, taxes or governmental fees; (viii) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust's business; (ix) the cost of preparing stock certificates or any other expenses, including, without limitation, clerical expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Trust; (x) the expenses of and fees for registering or qualifying shares of the Trust for sale and of maintaining the registration of the Trust and registering the Trust as a Fundbroker or a dealer, if applicable; (xi) the fees and expenses of Trustees of the Trust who are not affiliated with the Administrator; (xii) the cost of preparing typesetting, printing and distributing reports report and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other expenses incurred directly regulatory authorities; (xiii) any direct charges to shareholders approved by the Board of Trustees of the Trust; or indirectly (xiv) costs in connection with the sale annual or distribution special meetings of a Fund’s shares that a Fund is authorized shareholders, including proxy material preparation, printing and mailing. The Administrator shall not be required to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation activities which are primarily intended to which a Fund may be a party and indemnification result in sales of shares of the Trust’s Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund not specifically assumed by the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the Trust’s Trustees; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; and all other operating expenses not specifically assumed by the Fund. For purposes of this Agreement, “operating expenses of the Fund” shall not include advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a Fund is (including expenses which the Funds are authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act; and all other operating expenses not specifically assumed by you. Each ”), if any.) The Fund will also pay all portfolio transaction and other investment related costs (including brokerage fees and commissions, fees and expenses associated with investments in derivative instruments (such as option and swap fees and expenses), taxes, borrowing costs (such as (a) interest and (b) dividend expenses expense on securities sold short), extraordinary expenses and any indirect expenses (such as certain fees and expenses of the non-interested person Trustees associated with investment in acquired funds and such extraordinary or other collective investment vehicles). The Fund will also pay any non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement. The following provision shall not apply to the extent that a Legal Action (defined below) is brought as a result of the negligence, willful misfeasance or fraud of a service provider to the Fund other than you, as determined by the Board in its reasonable discretion. In the event that the Fund is subject to an examination, inquiry or administrative action by the SEC staff or other federal or state regulator or self-regulatory organization, or if the Fund becomes the subject of any complaint, lawsuit or subpoena by any regulator, shareholder of the Fund or other party (collectively, ''Legal Action''), you agree that any expense or cost incurred as a result of the Legal Action (including settlement costs) and not paid by the Fund as required above shall be paid directly by you. Expenses may include, but are not limited to, legal expenses; out-of-pocket expenses and normal hourly fees of the Trust's administrator, fund accountant, transfer agent, distributor, or auditor; standard fees related to meetings of the Board; out-of-pocket expenses and normal hourly fees of the Trust's Chief Compliance Officer; and any other expenses incurred as reasonably necessary, as determined by the Board, in order to respond to or comply with any Legal Action. If not paid by the Fund as required above, you agree to pay or reimburse such expenses promptly upon receipt of an invoice outlining each expense. This provision shall survive termination of this Agreement.

Allocation of Charges and Expenses. You will pay all organizational, offering and operating expenses (other than expenses specifically assumed by the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs Fund) of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund’s current shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short)interest, fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees trustees and officers with respect thereto. The Fund will pay all expenses which may be incurred pursuant to the Fund’s Rule 12b-1 Distribution Plan (the “ 12b-1 Expenses”). You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund not specifically assumed by the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; and all other operating expenses not specifically assumed by the Fund. For purposes of this Agreement, "operating expenses of the Fund" shall not include advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s 's shares that a (including expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act; and all other operating expenses not specifically assumed by you"). Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. The Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; any sub-advisory fees, fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a shares, excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under Investment Company Act of 1940, as amended (the “Act”); and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissionsinterest expenses, taxes, borrowing costs brokerage expenses, Rule 12b-1 fees (such as (a) interest and (b) dividend expenses on securities sold shortif any), acquired fund fees and expenses, expenses incidental to a meeting of the non-interested person Trustees Fund’s shareholders and such extraordinary or non-recurring expenses as may arise, including litigation the management fee payable to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect theretoyou under this Agreement. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, you which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay all costs incurred by you ---------------------------------- in connection with the entire salaries and wages of all performance of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trustduties under paragraph 3. The Fund You will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of any all personnel of yours and will make available, without expense to the Funds, the services of such of your partners, officers and employees as may duly be elected officers or Trustees of the Trust Registrant, subject to their individual consent to serve and to any limitations imposed by law. You will not be required to pay any expenses of any Fund other persons rendering any services than those specifically allocated to a Fundyou in this paragraph 4. In particular, but without limiting the generality of the foregoing, you will not be required to pay: (i) organization expenses of the Funds; clerical and shareholder service staff salaries; office space and other office expenses; (ii) fees and expenses incurred by a Fund the Funds in connection with membership in investment company organizations; (iii) brokers' commissions; (iv) payment for portfolio pricing services to a pricing agent, if any; (v) legal, auditing or accounting expenses (including an allocable portion of the cost of your employees rendering legal and accounting expensesservices to the Fund); expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with (vi) taxes or governmental fees; (vii) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Registrant; (viii) the cost of preparing stock certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption or repurchase of shares Shares of a the Fund; (ix) the expenses of and fees for registering or qualifying Shares for sale and of maintaining the registration of the Funds and registering the Registrant as a broker or a dealer; (x) the fees and expenses of Trustees of the Registrant who are not affiliated with you; (xi) the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other regulatory authorities; (xii) the fees or disbursements of custodians of each Fund's assets, including expenses incurred directly in the performance of any obligations enumerated by the Declaration of Trust or indirectly in connection By-Laws of the Registrant insofar as they govern agreements with the sale any such custodian; or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; (xiii) litigation and all indemnification expenses and other operating extraordinary expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses incurred in the ordinary course of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect theretoFund's business. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered required to be part pay expenses of your compensation pursuant activities which are primarily intended to this Agreementresult in sales of Shares of the Funds.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each Fundthe Company, including the compensation and expenses of any employees of the Trust Company and of any other persons rendering any services to a Fundthe Company; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a Fund the Company in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal all fees and state securities laws, including expenses incurred by a Fund disbursements in connection with the organization incorporation of the Company as an exempted company in the Cayman Islands (including registrar fees, disbursements and initial registration legal fees); registered office fees; annual fees payable to the Registrar of shares of a FundCompanies in the Cayman Islands; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent agent, underwriter and underwriter any other service provider of a Fundthe Company; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a Fundthe Company; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock membership certificates or any other documents, statements or reports to shareholdersstatements; expenses of shareholders’ membership meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the ActCompany; and all other operating expenses not specifically assumed by youthe Company. Each Fund The Company will also pay all brokerage fees and commissionsinterest expenses, taxes, borrowing costs brokerage expenses, Rule 12b-1 fees (such as (a) interest and (b) dividend expenses on securities sold shortif any), acquired fund fees and expenses, expenses incidental to a meeting of the non-interested person Trustees Company’s shareholders and such extraordinary or non-recurring expenses as may arise, including litigation the management fee payable to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect theretoyou under this Agreement. You may obtain reimbursement from each Fundthe Company, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, you which a Fund the Company is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You The Investment Manager will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses costs incurred by it in connection with the Trustperformance of its duties under Section 2. The Fund Investment Manager will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of any employees all its personnel and will make available, without expense to the Company, the services of such of the Trust Investment Manager’s partners, officers and employees as may duly be elected officers or managers of the Company, subject to their individual consent to serve and to any limitations imposed by law. The Investment Manager will not be required to pay any expenses of the Company other persons rendering any services than those specifically allocated to a Fundit in this Section 3. In particular, but without limiting the generality of the foregoing, the Investment Manager will not be required to pay: (i) operational and organizational expenses of the Company; clerical (ii) fees and shareholder service staff salariesexpenses, including travel expenses, incurred by the Investment Manager or payable to third parties related to the Company Investments, including, among others, professional fees (including, without limitation, the fees and expenses of consultants and experts) and fees and expenses relating to, or associated with, acquiring, holding, evaluating, monitoring, researching, performing due diligence on and disposing of Company Investments and prospective Company Investments; office space (iii) interest, fees and other office expensesexpenses payable on debt, if any, incurred by the Company, including expenses associated with the creation and maintenance of subsidiaries and special purpose vehicles; (iv) fees and expenses incurred by a Fund the Company in connection with membership in investment company organizations; (v) brokers’ commissions and any other transaction-related expenses and fees arising out of transactions effected on behalf of the Company; (vi) fees and expenses associated with calculating the Company’s net asset value (including the costs and expenses of any independent valuation firm); (vii) legal, auditing auditing, accounting or tax preparation fees and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with (viii) taxes or governmental fees; (ix) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodianadministrator, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter or sub-transfer agent of a Fundthe Company; (x) the cost of preparing stock certificates or any other expenses, including without limitation clerical expenses, expenses of issue, sale, redemption or repurchase of shares common units of a Fundlimited liability company interests in the Company (“Units”); (xi) the expenses of and fees for registering or qualifying Units for sale and of maintaining the registration of the Company; (xii) the fees and expenses of the managers of the Company who are not affiliated with the Investment Manager; (xiii) the fees, expenses or disbursements of custodians of the Company’s assets (including (X) expenses incurred in the performance of any obligations enumerated by the limited liability company agreement of the Company insofar as they govern agreements with any such custodian and (Y) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Investment Manager and any custodian or other agent engaged by the Company), or with respect to any escrow account; (xiv) the cost of preparing and distributing reports reports, proxy statements and notices to shareholdersunitholders, the cost SEC and other regulatory authorities; (xv) expenses associated with unitholders’ meetings; (xvi) the costs and insurance premiums of printing or preparing prospectuses any errors and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates omissions/managers and officers liability insurance or any other documentsfidelity bond; (xvii) listing fees, statements if any; (xviii) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly dispute in connection with the sale business of the Company and the amount of any judgment or distribution settlement paid in connection therewith, or the enforcement of a Fundthe Company’s shares that a Fund is authorized rights against any person and indemnification or contribution expenses payable by the Company to pay pursuant to Rule 12b-1 under the Act; any person and all other operating extraordinary expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses incurred in the ordinary course of the nonCompany’s business; (xix) any other administrative expenses or fees incurred by the Company; (xx) any extraordinary expenses incurred by the Company; (xxi) if the Investment Manager is deemed to be a “commodity pool operator” with respect to the Company, the out-interested person Trustees of-pocket costs incurred by the Investment Manager in connection with its preparation or revision of the Company’s disclosure documents and periodic reports to shareholders in order to comply with the Commodity Exchange Act and/or the rules adopted by the Commodity Futures Trading Commission thereunder; or (xxii) any such extraordinary or non-recurring other expenses as may arisebe approved from time to time by the Board of Managers. The Investment Manager shall not be required to pay expenses of activities which are primarily intended to result in sales of Units, including litigation including, but not limited to, all costs and expenses associated with the preparation and distribution of an offering memorandum, a subscription agreement, if applicable, a registration statement or a unitholder application form. To the extent that expenses to which a Fund be borne by the Company pursuant to this Section 3 are paid by the Investment Manager, the Company shall reimburse the Investment Manager for such expenses, provided, however, that the Investment Manager may be a party elect, from time to time and indemnification of the Trust’s Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine in your its sole discretion, for any to bear certain of the Company’s expenses advanced by youset forth above, which a Fund is obligated to pay, including organizational and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreementother expenses.

Allocation of Charges and Expenses. You will pay all costs ---------------------------------- incurred by you in connection with the entire salaries and wages of all performance of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trustduties under paragraph 3. The Fund You will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of any all personnel of yours and will make available, without expense to the Fund, the services of such of your partners, officers and employees as may duly be elected officers or Directors of the Trust Company, subject to their individual consent to serve and to any limitations imposed by law. You will not be required to pay any expenses of the Fund other than those specifically allocated to you in this paragraph 4. In particular, but without limiting the generality of the foregoing, you will not be required to pay: (i) fees and expenses of any other persons rendering any services to a administrator of the Fund; clerical and shareholder service staff salaries(ii) organization expenses of the Fund; office space and other office expenses; (iii) fees and expenses incurred by a the Fund in connection with membership in investment company organizations; (iv) brokers' commissions; (v) payment for portfolio pricing services to a pricing agent, if any; (vi) legal, auditing or accounting expenses (including an allocable portion of the cost of your employees rendering legal and accounting expensesservices to the Fund); expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with (vii) taxes or governmental fees; (viii) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Company; (ix) the cost of preparing stock certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption or repurchase of shares Shares of a the Fund; (x) the expenses of and fees for registering or qualifying Shares for sale and of maintaining the registration of the Fund and registering the Company as a broker or a dealer; (xi) the fees and expenses of Directors of the Company who are not affiliated with you; (xii) the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other regulatory authorities; (xiii) the fees or disbursements of custodians of the Fund's assets, including expenses incurred directly in the performance of any obligations enumerated by the Articles of Incorporation or indirectly in connection By-Laws of the Company insofar as they govern agreements with the sale any such custodian; or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; (xiv) litigation and all indemnification expenses and other operating extraordinary expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses incurred in the ordinary course of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect theretoFund's business. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered required to be part pay expenses of your compensation pursuant activities which are primarily intended to this Agreementresult in sales of Shares of the Fund.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a shares, excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under Investment Company Act of 1940, as amended (the “Act”); and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, indirect costs of investing in other investment companies, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. The Fund will also pay expenses that it is authorized to pay pursuant to Rule 12b-1 under the Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s 's shares that a (excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940, (the "1940 Act") as amended); and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short)interest, fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. The Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You During the term of this Agreement, you will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any trustees, officers and employees of the Trust Fund and of any other persons rendering any services to a Fundthe Fund including any sub-adviser retained pursuant to Paragraph 1 above; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund’s current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a (excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under the Act0000 Xxx); and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on of securities sold short), fees and expenses of the non-interested person Trustees ) and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees trustees and officers with respect thereto. The Fund will also pay expenses that it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You Except as otherwise provided in Section 1 of this Agreement, the Administrator will pay all costs it incurs in connection with the entire salaries and wages performance of all its duties under Section 1 of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trustthis Agreement. The Fund Administrator will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of any all of its personnel and will make available, without expense to the Fund, the services of such of its partners, officers and employees as may duly be elected officers or Trustees of the Trust Trust, subject to their individual consent to serve and to any limitations imposed by law. The Administrator will not be required to pay any expenses of the Fund other than those specifically allocated to the Administrator in this Section 2. In particular, but without limiting the generality of the foregoing, the Administrator will not be required to pay: (i) fees and expenses of any other persons rendering any services to a investment adviser of the Fund; clerical and shareholder service staff salaries(ii) organization expenses of the Fund; office space and other office expenses; (iii) fees and expenses incurred by a Fund the Trust in connection with membership in investment company organizations; legal(iv) brokers' commissions; (v) payment for portfolio pricing services to a pricing agent, if any; (vi) legal or auditing and accounting expensesexpenses (including an allocable portion of the cost of its employees rendering legal services to the Fund); expenses of registering shares under federal and state securities laws(vii) interest, including expenses incurred by a Fund in connection with insurance premiums, taxes or governmental fees; (viii) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Trust; (ix) the cost of preparing stock certificates or any other expenses, including including, without limitation, clerical expenses, expenses of issue, sale, redemption or repurchase of shares of a the Fund; (x) the expenses of and fees for registering or qualifying shares of the Fund for sale and of maintaining the registration of the Fund and registering the Trust as a broker or a dealer; (xi) the fees and expenses of Trustees of the Trust who are not affiliated with the Administrator; (xii) the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other regulatory authorities; (xiii) the fees or disbursements of custodians of the Trust's assets, including expenses incurred directly in the performance of any obligations enumerated by the Declaration of Trust or indirectly ByLaws of the Trust insofar as they govern agreements with any such custodian; (xiv) costs in connection with the sale annual or distribution special meetings of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Actshareholders, including proxy material preparation, printing and mailing; or (xv) litigation and all indemnification expenses and other operating extraordinary expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses incurred in the ordinary course of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect theretoFund's business. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement The Administrator shall not be considered required to be part pay expenses of your compensation pursuant activities which are primarily intended to this Agreementresult in sales of shares of the Fund.

Allocation of Charges and Expenses. You The Investment Adviser will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses costs incurred by it in connection with the Trustperformance of its duties under Section 4. The Fund Investment Adviser will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of any all of its personnel and will make available, without expense to the Fund, the services of such of its managing directors, officers and employees as may duly be elected officers or Trustees of the Trust Trust, subject to their individual consent to serve and to any limitations imposed by law. The Investment Adviser will not be required to pay any expenses of the Fund other than those specifically allocated to the Investment Adviser in this paragraph 5. In particular, but without limiting the generality of the foregoing, the Investment Adviser will not be required to pay: (i) fees and expenses of any other persons rendering any services to a administrator of the Fund; clerical and shareholder service staff salaries(ii) organization expenses of the Fund; office space and other office expenses; (iii) fees and expenses incurred by a the Fund in connection with membership in investment company organizations; (iv) brokers' commissions; (v) payment for portfolio pricing services to a pricing agent, if any; (vi) legal, accounting or auditing and accounting expensesexpenses (including an allocable portion of the cost of its employees rendering legal services to the Fund); expenses of registering shares under federal and state securities laws(vii) interest, including expenses incurred by a Fund in connection with insurance premiums, taxes or governmental fees; (viii) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; (ix) the cost of preparing stock certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption or repurchase of shares of a the Fund; (x) the expenses of and fees for registering or qualifying shares for sale and of maintaining the registration of the Trust and registering the Trust as a broker or a dealer; (xi) the fees and expenses of Trustees of the Trust who are not affiliated with the Investment Adviser; (xii) the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other regulatory authorities; (xiii) the fees or disbursements of custodians of the Fund's assets, including expenses incurred directly in the performance of any obligations enumerated by the Declaration of Trust or indirectly By-Laws of the Trust insofar as they govern agreements with any such custodian; (xiv) costs in connection with the sale annual or distribution special meetings of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Actshareholders, including proxy material preparation, printing and mailing; or (xv) litigation and all indemnification expenses and other operating extraordinary expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses incurred in the ordinary course of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect theretoFund's business. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement The Investment Adviser shall not be considered required to be part pay expenses of your compensation pursuant activities which are primarily intended to this Agreementresult in sales of shares of the Fund.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s 's shares that a (excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the"1940 Act")); and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. The Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay Adviser shall employ or provide and compensate the entire salaries executive, administrative, secretarial and wages of clerical personnel necessary to provide the services set forth herein, and shall bear the expense thereof. Adviser shall compensate all of your employeesTrustees, officers and agents employees of the Trust who devote part are also shareholders or employees of Adviser. Adviser will pay all expenses incurred in connection with the sale or distribution of their time the Fund's shares to the affairs of the Trust, and the wages and salaries of extent such persons shall expenses are not be deemed to be expenses incurred assumed by the TrustFund under the Trustees' Distribution Expense Plan. The Fund will be responsible for the payment of all operating expenses of each Fundthe Trust, including the compensation and expenses of any employees of the Trust and of any other persons rendering any services to a Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a Fund the Trust in connection with membership in investment company organizations; , brokerage fees and commissions, legal, auditing and accounting expenses; , expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; , taxes or governmental fees, fees and expenses of the custodian, transfer agent, dividend disbursing agentthe transfer, shareholder service agent, plan agent, administrator, and dividend disbursing agent and the accounting and pricing services agent and underwriter of a the Fund; expenses, expenses including clerical expenses, expenses of issue, sale, redemption or repurchase of shares of a the Fund; , the cost fees and expenses of preparing and distributing reports and notices to shareholdersTrustees of the Trust who are not interested persons of the Trust, the cost of preparing, printing or preparing prospectuses and statements of additional information for delivery distributing prospectuses, statements, reports and other documents to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund the Trust may be a party and indemnification of the Trust’s 's officers and Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine any other expense not specifically described above incurred in your sole discretion, for any the performance of the Trust's obligations. All other expenses advanced not expressly assumed by youAdviser herein incurred in connection with the organization, which a registration of shares and operations of the Fund is obligated to pay, and such reimbursement shall not will be considered to be part of your compensation pursuant to this Agreementborne by the Fund.

Allocation of Charges and Expenses. You will pay all organizational, offering and operating expenses (other than expenses specifically assumed by the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs Fund) of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, sale redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short)interest, fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. The Fund will pay all expenses which may be incurred pursuant to the Fund's Rule 12b-1 Distribution Plan (the "12b-1 Expenses"). You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You The Investment Adviser will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses costs incurred by it in connection with the Trustperformance of its duties under Section 4. The Fund Investment Adviser will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of any all of its personnel and will make available, without expense to the Fund, the services of such of its partners, officers and employees as may duly be elected officers or Trustees of the Trust Trust, subject to their individual consent to serve and to any limitations imposed by law. The Investment Adviser will not be required to pay any expenses of the Fund other than those specifically allocated to the Investment Adviser in this paragraph 5. In particular, but without limiting the generality of the foregoing, the Investment Adviser will not be required to pay: (i) fees and expenses of any other persons rendering any services to a administrator of the Fund; clerical and shareholder service staff salaries(ii) organization expenses of the Fund; office space and other office expenses; (iii) fees and expenses incurred by a the Fund in connection with membership in investment company organizations; (iv) brokers' commissions; (v) payment for portfolio pricing services to a pricing agent, if any; (vi) legal, accounting or auditing and accounting expensesexpenses (including an allocable portion of the cost of its employees rendering legal services to the Fund); expenses of registering shares under federal and state securities laws(vii) interest, including expenses incurred by a Fund in connection with insurance premiums, taxes or governmental fees; (viii) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; (ix) the cost of preparing stock certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption or repurchase of shares of a the Fund; (x) the expenses of and fees for registering or qualifying shares for sale and of maintaining the registration of the Fund and registering the Trust as a broker or a dealer; (xi) the fees and expenses of Trustees of the Trust who are not affiliated with the Investment Adviser; (xii) the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other regulatory authorities; (xiii) the fees or disbursements of custodians of the Fund's assets, including expenses incurred directly in the performance of any obligations enumerated by the Declaration of Trust or indirectly By-Laws of the Trust insofar as they govern agreements with any such custodian; (xiv) costs in connection with the sale annual or distribution special meetings of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Actshareholders, including proxy material preparation, printing and mailing; or (xv) litigation and all indemnification expenses and other operating extraordinary expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses incurred in the ordinary course of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect theretoFund's business. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement The Investment Adviser shall not be considered required to be part pay expenses of your compensation pursuant activities which are primarily intended to this Agreementresult in sales of shares of the Fund.

Allocation of Charges and Expenses. You Except as otherwise provided in Section 1 of this Agreement, the Administrator will pay all costs it incurs in connection with the entire salaries and wages performance of all its duties under Section 1 of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trustthis Agreement. The Fund Administrator will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of all of its personnel and will make available, without expense to the Trust, the services of such of its partners, officers and employees as may duly be elected officers or Trustees of the Trust, subject to their individual consent to serve and to any employees limitations imposed by law. The Administrator will not be required to pay any expenses of the Trust other than those specifically allocated to the Administrator in this Section 2. In particular, but without limiting the generality of the foregoing, the Administrator will not be required to pay: (i) fees and expenses of any other persons rendering any services to a Fundinvestment adviser of the Trust; clerical and shareholder service staff salaries(ii) organization expenses of the Trust; office space and other office expenses; (iii) fees and expenses incurred by a Fund the Trust in connection with membership in investment company organizations; legal(iv) brokers' commissions; (v) payment for portfolio pricing services to a pricing agent, if any; (vi) legal or auditing and accounting expensesexpenses (including an allocable portion of the cost of its employees rendering legal services to the Trust); expenses of registering shares under federal and state securities laws(vii) interest, including expenses incurred by a Fund in connection with insurance premiums, taxes or governmental fees; (viii) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Trust; (ix) the cost of preparing stock certificates or any other expenses, including including, without limitation, clerical expenses, expenses of issue, sale, redemption or repurchase of shares of the Trust; (x) the expenses of and fees for registering or qualifying shares of the Trust for sale and of maintaining the registration of the Trust and registering the Trust as a Fundbroker or a dealer; (xi) the fees and expenses of Trustees of the Trust who are not affiliated with the Administrator; (xii) the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other regulatory authorities; (xiii) the fees or disbursements of custodians of the Trust's assets, including expenses incurred directly in the performance of any obligations enumerated by the Declaration of Trust or indirectly By-Laws of the Trust insofar as they govern agreements with any such custodian; (xiv) costs in connection with the sale annual or distribution special meetings of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Actshareholders, including proxy material preparation, printing and mailing; or (xv) litigation and all indemnification expenses and other operating extraordinary expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of incurred in the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification ordinary course of the Trust’s Trustees and officers with respect thereto's business. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement The Administrator shall not be considered required to be part pay expenses of your compensation pursuant activities which are primarily intended to this Agreementresult in sales of shares of the Trust.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund not specifically assumed by the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; and all other operating expenses not specifically assumed by the Fund. For purposes of this Agreement, “operating expenses of the Fund” shall not include advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a (including expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act; and all other operating expenses not specifically assumed by you”). Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees trustees and officers with respect thereto. The Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries all organizational and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act's shares; and all other organizational and operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short)interest, fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s 's shares that a excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the"1940 Act"); and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses divided expense on securities sold shortshort and interest), fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. The Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act ("12b-1 Expenses"). You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay all organizational, offering and operating expenses (other than expenses specifically assumed by the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs Fund) of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing and dispersing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, sale redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund’s current shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all the brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short)interest, fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees trustees and officers with respect thereto. The Fund will pay all expenses, if any, which may be incurred pursuant to the Fund’s Rule 12b-1 Distribution Plan (the “12b-1 Expenses”). You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries compensation and wages expenses of all any persons rendering any services to the Trust who are directors, officers, employees, members or stockholders of your employeeslimited partnership and will make available, officers and agents who devote part or all of their time without expense to the affairs Fund, the services of such of your 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. Notwithstanding the wages foregoing, you are not obligated to pay the compensation or expenses of the Trust’s Chief Compliance Officer, regardless of whether the Chief Compliance Officer is affiliated with you. The compensation and salaries expenses of any trustees, officers and employees of the Trust who are not directors, officers, employees, members or stockholders of your limited partnership or its affiliates will be paid by the Fund. You will pay all advertising, promotion and other distribution expenses incurred in connection with the Fund’s shares to the extent such persons shall expenses are not be deemed permitted to be expenses incurred paid by the TrustFund under any distribution expense plan or any other permissible arrangement that may be adopted in the future. The Fund will be responsible for the payment of all operating expenses of each the Fund, including offering expenses; the compensation and expenses of any employees of the Trust and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a the Fund is authorized to pay pursuant to Rule 12b-1 under the Actwith any servicing plan; and all other operating expenses not specifically assumed by you. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a you that the Fund is obligated to pay, pay and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You The Investment Adviser will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses costs incurred by it in connection with the Trustperformance of its duties under Section 4. The Fund Investment Adviser will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of all of its personnel and will make available, without expense to the Trust, the services of such of its managing directors, officers and employees as may duly be elected officers or Trustees of the Trust, subject to their individual consent to serve and to any employees limitations imposed by law. The Investment Adviser will not be required to pay any expenses of the Trust other than those specifically allocated to the Investment Adviser in this paragraph 5. In particular, but without limiting the generality of the foregoing, the Investment Adviser will not be required to pay: (i) fees and expenses of any other persons rendering any services to a Fundadministrator of the Trust; clerical and shareholder service staff salaries(ii) organization expenses of the Trust; office space and other office expenses; (iii) fees and expenses incurred by a Fund the Trust in connection with membership in investment company organizations; (iv) brokers' commissions; (v) payment for portfolio pricing services to a pricing agent, if any; (vi) legal, accounting or auditing and accounting expensesexpenses (including an allocable portion of the cost of its employees rendering legal services to the Trust); expenses of registering shares under federal and state securities laws(vii) interest, including expenses incurred by a Fund in connection with insurance premiums, taxes or governmental fees; (viii) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Trust; (ix) the cost of preparing stock certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption or repurchase of shares of the Trust; (x) the expenses of and fees for registering or qualifying shares for sale and of maintaining the registration of the Trust and registering the Trust as a Fundbroker or a dealer; (xi) the fees and expenses of Trustees of the Trust who are not affiliated with the Investment Adviser; (xii) the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other regulatory authorities; (xiii) the fees or disbursements of custodians of the Trust's assets, including expenses incurred directly in the performance of any obligations enumerated by the Declaration of Trust or indirectly By-Laws of the Trust insofar as they govern agreements with any such custodian; (xiv) costs in connection with the sale annual or distribution special meetings of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Actshareholders, including proxy material preparation, printing and mailing; or (xv) litigation and all indemnification expenses and other operating extraordinary expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of incurred in the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification ordinary course of the Trust’s Trustees and officers with respect thereto's business. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement The Investment Adviser shall not be considered required to be part pay expenses of your compensation pursuant activities which are primarily intended to this Agreementresult in sales of shares of the Trust.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a shares, excluding expenses which the Fund is authorized to pay pursuant to a plan adopted under Rule 12b-1 under Investment Company Act of 1940, as amended (the “Act”) in the event such a plan is ever adopted; and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), ADR fees, fees and expenses of the non-interested person Trustees and such acquired funds, extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. The Fund will also pay expenses that it is authorized to pay pursuant to Rule 12b-1 under the Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You The Investment Adviser will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses costs incurred by it in connection with the Trustperformance of its duties under Section 4. The Fund Investment Adviser will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of all of its personnel and will make available, without expense to the Trust, the services of such of its partners, officers and employees as may duly be elected officers or Trustees of the Trust, subject to their individual consent to serve and to any employees limitations imposed by law. The Investment Adviser will not be required to pay any expenses of the Trust other than those specifically allocated to the Investment Adviser in this paragraph 5. In particular, but without limiting the generality of the foregoing, the Investment Adviser will not be required to pay: (i) fees and expenses of any other persons rendering any services to a Fundadministrator of the Trust; clerical and shareholder service staff salaries(ii) organization expenses of the Trust; office space and other office expenses; (iii) fees and expenses incurred by a Fund the Trust in connection with membership in investment company organizations; (iv) brokers' commissions; (v) payment for portfolio pricing services to a pricing agent, if any; (vi) legal, accounting or auditing and accounting expensesexpenses (including an allocable portion of the cost of its employees rendering legal services to the Trust); expenses of registering shares under federal and state securities laws(vii) interest, including expenses incurred by a Fund in connection with insurance premiums, taxes or governmental fees; (viii) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Trust; (ix) the cost of preparing stock certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption or repurchase of shares of the Trust; (x) the expenses of and fees for registering or qualifying shares for sale and of maintaining the registration of the Trust and registering the Trust as a Fundbroker or a dealer; (xi) the fees and expenses of Trustees of the Trust who are not affiliated with the Investment Adviser; (xii) the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other regulatory authorities; (xiii) the fees or disbursements of custodians of the Trust's assets, including expenses incurred directly in the performance of any obligations enumerated by the Declaration of Trust or indirectly By-Laws of the Trust insofar as they govern agreements with any such custodian; (xiv) costs in connection with the sale annual or distribution special meetings of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Actshareholders, including proxy material preparation, printing and mailing; or (xv) litigation and all indemnification expenses and other operating extraordinary expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of incurred in the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification ordinary course of the Trust’s Trustees and officers with respect thereto's business. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement The Investment Adviser shall not be considered required to be part pay expenses of your compensation pursuant activities which are primarily intended to this Agreementresult in sales of shares of the Trust.

Allocation of Charges and Expenses. You will pay The Adviser shall employ or provide and compensate the entire salaries executive, administrative, secretarial and wages of clerical personnel necessary to provide the services set forth herein, and shall bear the expense thereof. The Adviser shall compensate all of your employeesTrustees, officers and agents employees of the Trust who devote part are also employees of the Adviser. The Adviser will pay all expenses incurred in connection with the sale or all distribution of their time the Fund's shares to the affairs of the Trust, and the wages and salaries of extent such persons shall expenses are not be deemed to be expenses incurred assumed by the TrustFund under its Shareholder Servicing Plan. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust and of any other persons rendering any services to a Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; , brokerage fees and commissions, legal, auditing and accounting expenses; , expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; , taxes or governmental fees, fees and expenses of the custodian, transfer agent, dividend disbursing agentthe transfer, shareholder service agent, plan agent, administrator, and dividend disbursing agent and the accounting and pricing services agent and underwriter of a the Fund; expenses, expenses including clerical expenses, expenses of issue, sale, redemption or repurchase of shares of a the Fund; , the cost fees and expenses of preparing and distributing reports and notices to shareholdersTrustees of the Trust who are not affiliated persons of the Trust, the cost of preparing, printing or preparing prospectuses and statements of additional information for delivery distributing prospectuses, statements, reports and other documents to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund the Trust may be a party and indemnification of the Trust’s 's officers and Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine any other expense not specifically described above incurred in your sole discretion, for any the performance of the Trust's obligations. All other expenses advanced not expressly assumed by youAdviser herein incurred in connection with the organization, which a registration of shares and operations of the Fund is obligated to pay, and such reimbursement shall not will be considered to be part of your compensation pursuant to this Agreementborne by the Fund.

Allocation of Charges and Expenses. You Except as otherwise provided in Section 1 ---------------------------------- above and this Section 2, the Administrator will pay all costs it incurs in connection with the entire salaries and wages performance of all its duties under Section 1 of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trustthis Agreement. The Fund Administrator will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of all of its personnel and will make available, without expense to the Trust, the services of such of its partners, officers and employees as may duly be elected officers or Trustees of the Trust, subject to their individual consent to serve and to any employees limitations imposed by law. The Administrator shall also pay the fees of the transfer agent and fund accounting agent engaged by it (other than such entities out-of-pocket charges). The Administrator will not be required to pay any expenses of the Trust other than those specifically allocated to the Administrator in this Section 2. In particular, but without limiting the generality of the foregoing, the Administrator will not be required to pay: (i) fees and expenses of any other persons rendering any services to a Fundinvestment adviser of the Trust; clerical and shareholder service staff salaries(ii) organizational expenses of the Trust; office space and other office expenses; (iii) fees and expenses incurred by a Fund the Trust in connection with membership in investment company organizations; (iv) brokers' commissions, transfer taxes, fees and other expenses connected with the acquisition, disposition and valuation of securities and other investments; (v) fees and charges for portfolio pricing services to a pricing agent, if any; (vi) outside legal, accounting or auditing and accounting expenses; (vii) interest, insurance premiums, taxes or governmental fees; (viii) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust's business; (ix) the cost of preparing stock certificates or any other expenses, including, without limitation, clerical expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Trust; (x) the expenses of and fees for registering or qualifying shares of the Trust for sale and of maintaining the registration of the Trust and registering the Trust as a Fundbroker or a dealer, if applicable; (xi) the fees and expenses of Trustees of the Trust who are not affiliated with the Administrator; (xii) the cost of preparing typesetting, printing and distributing reports report and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other expenses incurred directly regulatory authorities; (xiii) any direct charges to shareholders approved by the Board of Trustees of the Trust; or indirectly (xiv) costs in connection with the sale annual or distribution special meetings of a Fund’s shares that a Fund is authorized shareholders, including proxy material preparation, printing and mailing. The Administrator shall not be required to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation activities which are primarily intended to which a Fund may be a party and indemnification result in sales of shares of the Trust’s Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay Adviser shall employ or provide and compensate the entire salaries executive, administrative, secretarial and wages of clerical personnel necessary to provide the services set forth herein, and shall bear the expense thereof. Adviser shall compensate all of your employeesTrustees, officers and agents employees of the Trust who devote part are also partners or employees of Adviser. Adviser will pay all expenses incurred in connection with the sale or distribution of their time the Funds' shares to the affairs of extent such expenses are not assumed by the Funds under the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust's Distribution Expense Plan. The Fund Funds will be responsible for the payment of all operating expenses of each Fundthe Trust, including the compensation and expenses of any employees of the Trust and of any other persons rendering any services to a Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a Fund the Trust in connection with membership in investment company organizations; , brokerage fees and commissions, legal, auditing and accounting expenses; , expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; , taxes or governmental fees, fees and expenses of the custodian, transfer agent, dividend disbursing agentthe transfer, shareholder service agent, plan agent, administrator, and dividend disbursing agent and the accounting and pricing services agent and underwriter of a Fund; expensesthe Funds, expenses including clerical expenses, expenses of issue, sale, redemption or repurchase of shares of a Fund; the cost Funds, the fees and expenses of preparing and distributing reports and notices to shareholdersTrustees of the Trust who are not interested persons of the Trust, the cost of preparing, printing or preparing prospectuses and statements of additional information for delivery distributing prospectuses, statements, reports and other documents to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund the Trust may be a party and indemnification of the Trust’s 's officers and Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine any other expense not specifically described above incurred in your sole discretion, for any the performance of the Trust's obligations. All other expenses advanced not expressly assumed by youAdviser herein incurred in connection with the organization, which a Fund is obligated to pay, registration of shares and such reimbursement shall not operations of the Funds will be considered to be part of your compensation pursuant to this Agreementborne by the Funds.

Allocation of Charges and Expenses. You The Investment Adviser will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses ---------------------------------- costs incurred by it in connection with the Trustperformance of its duties under Section 4. The Fund Investment Adviser will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of all of its personnel and will make available, without expense to the Trust or the Fund, the services of such of its Managing Directors, officers and employees as may be duly elected officers or Trustees of the Trust, subject to their individual consent to serve and to any employees limitations imposed by law. The Investment Adviser will not be required to bear any expenses otherwise payable by the Trust or the Fund except as may be specifically agreed pursuant to Section 7 of this Agreement, but will be required to pay expenses specifically allocated to the Investment Adviser in this paragraph 5. In particular, but without limiting the generality of the foregoing, the Investment Adviser will not be required to pay: (i) fees and expenses of any administrator of the Fund; (ii) organization expenses of the Trust and of any other persons rendering any services to a or the Fund; clerical and shareholder service staff salaries; office space and other office expenses; (iii) fees and expenses incurred by a Fund the Trust in connection with membership in investment company organizations; (iv) brokers' commissions; (v) payment for portfolio pricing services to a pricing agent, if any; (vi) legal, accounting or auditing and accounting expensesexpenses (including an allocable portion of the cost of its employees rendering legal services to the Trust); expenses of registering shares under federal and state securities laws(vii) interest, including expenses incurred by a Fund in connection with insurance premiums, taxes or governmental fees; (viii) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Trust; (ix) the cost of preparing stock certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption or repurchase of shares of the Trust; (x) the expenses of and fees for registering or qualifying shares for sale and of maintaining the registration of the Trust and registering the Trust as a Fundbroker or a dealer; (xi) the fees and expenses of Trustees of the Trust who are not affiliated with the Investment Adviser; (xii) the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other regulatory authorities; (xiii) the fees or disbursements of custodians of the Trust's assets, including expenses incurred directly in the performance of any obligations enumerated by the Declaration of Trust or indirectly By-Laws of the Trust insofar as they govern agreements with any such custodian; (xiv) costs in connection with the sale annual or distribution special meetings of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Actshareholders, including proxy material preparation, printing and mailing; (xv) litigation and all indemnification expenses and other operating extraordinary expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of incurred in the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification ordinary course of the Trust’s Trustees 's business; or (xvi) distribution fees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreementservice fees.

Allocation of Charges and Expenses. You will pay all costs incurred by you ---------------------------------- in connection with the entire salaries and wages of all performance of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trustduties under paragraph 3. The Fund You will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of any all personnel of yours and will make available, without expense to the Funds, the services of such of your partners, officers and employees as may duly be elected officers or Trustees of the Trust Registrant, subject to their individual consent to serve and to any limitations imposed by law. You will not be required to pay any expenses of any Fund other persons rendering any services than those specifically allocated to a Fundyou in this paragraph 4. In particular, but without limiting the generality of the foregoing, you will not be required to pay: (a) organization expenses of the Funds; clerical and shareholder service staff salaries; office space and other office expenses; (b) fees and expenses incurred by a Fund the Funds in connection with membership in investment company organizations; (c) brokers' commissions; (d) payment for portfolio pricing services to a pricing agent, if any; (e) legal, auditing or accounting expenses (including an allocable portion of the cost of your employees rendering legal and accounting expensesservices to the Fund); expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with (f) taxes or governmental fees; (g) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Registrant; (h) the cost of preparing stock certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption or repurchase of shares Shares of a the Fund; (i) the expenses of and fees for registering or qualifying Shares for sale and of maintaining the registration of the Funds and registering the Registrant as a broker or a dealer; (j) the fees and expenses of Trustees of the Registrant who are not affiliated with you; (k) the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other regulatory authorities; (l) the fees or disbursements of custodians of each Fund's assets, including expenses incurred directly in the performance of any obligations enumerated by the Declaration of Trust or indirectly in connection By-Laws of the Registrant insofar as they govern agreements with the sale any such custodian; or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; (m) litigation and all indemnification expenses and other operating extraordinary expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses incurred in the ordinary course of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect theretoFund's business. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered required to be part pay expenses of your compensation pursuant activities which are primarily intended to this Agreementresult in sales of Shares of the Funds.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund not specifically assumed by the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; and all other operating expenses not specifically assumed by the Fund. For purposes of this Agreement, "operating expenses of the Fund" shall not include advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s 's shares that a (including expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the"1940 Act; and all other operating expenses not specifically assumed by you"). Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. The Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s 's shares that a (excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940, (the "1940 Act") as amended); and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. The Fund will also pay expenses which it is authorized to pay pursuant to Rule l2b-l under the 1940 Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each Fundthe Funds, including the compensation and expenses of any employees of the Trust Funds and of any other persons rendering any services to a Fundthe Funds; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a Fund the Funds in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund the Funds in connection with the organization and initial registration of shares of a Fund; insurance expenses; any sub-advisory fees, fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Funds; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a Fundthe Funds; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is the Funds’ shares, excluding expenses which the Funds are authorized to pay pursuant to Rule 12b-1 under Investment Company Act of 1940, as amended (the “Act”); and all other operating expenses not specifically assumed by youthe Fund. Each Fund The Funds will also pay all brokerage fees and commissionsinterest expenses, taxes, borrowing costs brokerage expenses, Rule 12b-1 fees (such as (a) interest and (b) dividend expenses on securities sold shortif any), acquired fund fees and expenses, expenses incidental to a meeting of a Fund’s shareholders and the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation management fee payable to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect theretoyou under this Agreement. You may obtain reimbursement from each a Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, you which a Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay Adviser shall employ or provide and compensate the entire salaries executive, administrative, secretarial and wages of clerical personnel necessary to provide the services set forth herein, and shall bear the expense thereof. Adviser shall compensate all of your employeesTrustees, officers and agents employees of the Trust who devote part are also shareholders or employees of Adviser. Adviser will pay all expenses incurred in connection with the sale or distribution of their time the Funds' shares to the affairs of the Trust, and the wages and salaries of extent such persons shall expenses are not be deemed to be expenses incurred assumed by the Trustappropriate fund under the Trustees' Distribution Expense Plan. The Fund Funds will be responsible for the payment of all operating expenses of each Fundthe Trust, including the compensation and expenses of any employees of the Trust and of any other persons rendering any services to a Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a Fund the Trust in connection with membership in investment company organizations; , brokerage fees and commissions, legal, auditing and accounting expenses; , expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; , taxes or governmental fees, fees and expenses of the custodian, transfer agent, dividend disbursing agentthe transfer, shareholder service agent, plan agent, administrator, and dividend disbursing agent and the accounting and pricing services agent and underwriter of a Fund; expensesthe Funds, expenses including clerical expenses, expenses of issue, sale, redemption or repurchase of shares of a Fund; the cost Funds, the fees and expenses of preparing and distributing reports and notices to shareholdersTrustees of the Trust who are not interested persons of the Trust, the cost of preparing, printing or preparing prospectuses and statements of additional information for delivery distributing prospectuses, statements, reports and other documents to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund the Trust may be a party and indemnification of the Trust’s 's officers and Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine any other expense not specifically described above incurred in your sole discretion, for any the performance of the Trust's obligations. All other expenses advanced not expressly assumed by youAdviser herein incurred in connection with the organization, which a Fund is obligated to pay, registration of shares and such reimbursement shall not operations of the Funds will be considered to be part of your compensation pursuant to this Agreementborne by the Funds.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s 's shares that a excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"); and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short)interest, fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. The Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries compensation and wages expenses of all any persons rendering any services to the Fund, including any sub-adviser retained pursuant to paragraph 1, above who are officers, directors, equity owners or employees of your employeescompany and will make available, officers and agents who devote part or all of their time without expense to the affairs Fund, the services of such of your employees as may duly be elected officers or trustees of the Trust, subject to their individual consent to serve and to any limitations imposed by law. The compensation and expenses of any officers, trustees and employees of the wages and salaries Trust who are not officers, directors, equity owners or employees of such persons shall not your company will be deemed to be paid by the Fund. You will pay all expenses incurred by the TrustTrust in connection with the organization and initial registration of shares of the Fund. You also will bear any expenses incurred in connection with voting proxies with respect to securities held in the Fund’s portfolio. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust and of any other persons rendering any services to a Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; brokerage fees and commissions; legal, auditing and accounting expenses; non-organizational expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; taxes or governmental fees; fees and expenses of the custodian, transfer agent, shareholder service agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter distributor of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the fees and expenses of trustees of the Trust who are not affiliated with you; the cost of preparing and distributing reports and notices to shareholders, ; the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund’s shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund the Trust may be a party and indemnification of for the Trust’s officers and Trustees and officers with respect thereto; or any other expense not specifically described above incurred in the performance of the Fund’s obligations. All other expenses not assumed by you herein incurred by the Fund in connection with the organization, registration of shares and operations of the Fund will be borne by the Fund. The Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement. In the event that the Fund is subject to an examination, inquiry or administrative action by the SEC staff or other federal or state regulator or self-regulatory organization, or if the Fund becomes the subject of any complaint, lawsuit or subpoena by any regulator, shareholder of the Fund or other party (collectively, “Legal Action”), you agree that any expense or cost incurred as a result of the Legal Action and not paid by the Fund shall be paid directly by you. Expenses may include, but are not limited to, legal expenses; out-of-pocket expenses and normal hourly fees of the Trust’s administrator, fund accountant, transfer agent, distributor, or auditor; standard fees related to meetings of the Board; out-of-pocket expenses and normal hourly fees of the Trust’s Chief Compliance Officer; and any other expenses incurred as reasonably necessary, as determined by the Board, in order to respond to or comply with any Legal Action. You agree to pay or reimburse such expenses promptly upon receipt of an invoice outlining each expense. This provision shall survive termination of this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund You will also be responsible for the payment of all operating expenses of each Fund, including the following: compensation and expenses of any employees of the Trust and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; fees and expenses of the non-interested person Trustees; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, and statements or reports to shareholders. The Fund will pay all investment management fees; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a the Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement. Additionally, certain out-of-pocket expenses, such as but not limited to, the cost of directors and officers errors and omissions insurance premiums, legal fees attributable to the Trust (not attributable to a specific series of the Trust), the costs and fees associated with the use of FundServ, trustee fees and expenses associated with the board of trustees meetings, shall be split equally with the other series of the Trust, and you will pay the Fund’s allocated share of such expenses.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s 's shares that a (including expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the"1940 Act")); and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each Fund, including the compensation and expenses of any all officers and executive employees of the Trust and will make available, without expense to the Trust, the services of such of your partners and employees as may duly be elected officers or Trustees of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You will pay the Trust's office rent and will provide investment advisory, research and statistical facilities and all clerical services relating to research, statistical and investment work. You will not be required to pay any expenses of the Trust other persons rendering any services than those specifically allocated to a Fundyou in this paragraph 5. In particular, but without limiting the generality of the foregoing, you will not be required to pay: organization expenses of the Trust; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a Fund the Trust in connection with membership in investment company organizations; brokers' commissions; payment for portfolio pricing services to a pricing agent, if any; legal, auditing and or accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with taxes or governmental fees; the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Trust; the cost of preparing share certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption or repurchase of shares of beneficial interest of the Trust; the expenses of and fees for registering or qualifying securities for sale and of maintaining the registration of the Trust and registering the Trust as a Fundbroker or a dealer; the fees and expenses of Trustees of the Trust who are not affiliated with you; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost fees or disbursements of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification custodians of the Trust’s Trustees '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; or litigation and officers with respect theretoindemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust's business. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered required to be part pay expenses of your compensation pursuant activities which are primarily intended to this Agreement.result in sales of Shares of the

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s 's shares that a (excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act"), as amended); and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), interest, fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. The Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs Each of the Trust, and the wages and salaries of such persons Co-Administrators shall not be deemed to be expenses bear all its own costs incurred by such Co-Administrator in connection with the Trust. The Fund will be responsible for the payment performance of all operating expenses of each Fundits duties under Section II, including including, without limitation, the compensation and expenses of all of its personnel and the Trust except for the fees of Trustees who are not interested persons of its organization. If requested, each Co-Administrator will make available, without expense to the Trust, except as provided herein, the services of such of its partners, officers and employees as may be duly elected officers or Trustees of the Trust, subject to their individual consent to serve and to any employees limitations imposed by law. Each Co-Administrator will bear all expenses incurred in the performance of its duties hereunder and will pay the Trust’s office rent and will provide all necessary office facilities, equipment and personnel for administering the business affairs of the Trust and associated with the services provided by the relevant Co-Administrator. The Co-Administrators will not be required to pay any expenses of the Trust incurred in connection with the operation of the Trust that are not otherwise allocated herein (or subject to another contractual arrangement between the parties), including, without limitation for example: (i) in the case of GSAM, any other persons rendering any services to a Fundinvestment adviser; clerical and shareholder service staff salaries(ii) organization expenses of the Trust; office space and other office expenses; (iii) fees and expenses incurred by a Fund the Trust in connection with membership in investment company organizations; (iv) brokers’ commissions; (v) payment for portfolio pricing services to a pricing agent, if any; (vi) outside legal, auditing and or accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with (vii) taxes or governmental fees; (viii) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter ; (ix) the cost of a Fund; preparing share certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption or repurchase of shares of beneficial interest of the Trust; (x) the expenses of and fees for registering or qualifying securities for sale and of maintaining the registration of the Trust and registering the Trust as a Fundbroker or a dealer; (xi) the fees and expenses of Trustees who are not affiliated with the Co-Administrators; (xii) the cost of preparing and distributing reports and notices to shareholders, the cost Securities and Exchange Commission (the “SEC”) and other regulatory agencies; (xiii) the fees or disbursements of printing custodians of the Trust’s assets, including expenses incurred in the performance of any obligations enumerated by the Trust Instrument or preparing prospectuses Amended and statements Restated By-Laws of additional information for delivery the Trust insofar as they govern agreements with any such custodian; or (xiv) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust’s business. This Agreement does not require either Co-Administrators to shareholders; pay expenses of activities that are primarily intended to result in the cost sale of printing or preparing stock certificates shares of the Funds. Notwithstanding the foregoing or any other documentsprovision in this Agreement to the contrary, statements or reports to shareholders; expenses of shareholders’ meetings the travel and proxy solicitations; advertising, promotion and other travel-related expenses incurred directly or indirectly by the Chief Compliance Officer of the Trust (“CCO”) in connection with the sale or distribution of a FundCCO’s shares that a Fund is authorized responsibilities to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of administer the Trust’s Trustees and officers compliance program with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any to Rule 38a-1 of the expenses advanced 1940 Act may, upon the request of a Co-Administrator, be paid by you, which a Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreementthe Trust.

Allocation of Charges and Expenses. You Except as set forth below, the Adviser will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each Fundthe Fund specifically assumed by the Fund under the Investment Advisory Agreement between the Trust and the Adviser dated August 10, 2012 (the “Advisory Agreement”), including without limitation the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administratoradministrator (excluding fees and expenses payable to the Adviser under this Agreement and the Advisory Agreement), accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; and all other operating expenses not specifically assumed by the Fund. For purposes of this Agreement, “operating expenses” shall not include advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares (including expenses that a the Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you, if any). Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), ADR fees, fees and expenses of the non-interested person Trustees and such acquired funds, extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. You The Fund also will pay the fees paid pursuant to the Advisory Agreement between the Adviser and the Trust, and all expenses which it is now or in the future may be authorized to pay pursuant to Rule 12b-1 under the Act. The Adviser may obtain reimbursement from each the Fund, at such time or times as you the Adviser may determine in your its sole discretion, for any of the expenses advanced by you, which a the Adviser that the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your the Adviser’s compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay The Adviser shall employ or provide and compensate the entire salaries executive, administrative, secretarial and wages of clerical personnel necessary to provide the services set forth herein, and shall bear the expense thereof. The Adviser shall compensate all of your employeesTrustees, officers and agents employees of the Trust who devote part are also employees of the Adviser. The Adviser will pay all expenses incurred in connection with the sale or all distribution of their time the Fund's shares to the affairs of extent such expenses are not assumed by the Fund under the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust's Distribution Expense Plans. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust and of any other persons rendering any services to a Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; , brokerage fees and commissions, legal, auditing and accounting expenses; , expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; , taxes or governmental fees, fees and expenses of the custodian, transfer agent, dividend disbursing agentthe transfer, shareholder service agent, plan agent, administrator, and dividend disbursing agent and the accounting and pricing services agent and underwriter of a the Fund; expenses, expenses including clerical expenses, expenses of the issue, sale, redemption or repurchase of shares of a the Fund; , the cost fees and expenses of preparing and distributing reports and notices to shareholdersTrustees of the Trust who are not interested persons of the Trust, the cost of preparing, printing or preparing prospectuses and statements of additional information for delivery distributing prospectuses, statements, reports and other documents to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund the Trust may be a party and indemnification of the Trust’s 's officers and Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine any other expense not specifically described above incurred in your sole discretion, for any the performance of the Trust's obligations. All other expenses advanced not expressly assumed by youthe Adviser herein incurred in connection with the organization, which a registration of shares and operations of the Fund is obligated to pay, and such reimbursement shall not will be considered to be part of your compensation pursuant to this Agreementborne by the Fund.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s 's shares that a (excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under the 1940 Act, as amended); and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. The Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s 's shares that a excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"); and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses divided expense on securities sold shortshort and interest), fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. The Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act ("12b-1 Expenses"). You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons The Portfolio Manager shall not be deemed required to be pay any expenses incurred by of the TrustTrust or the Funds other than those specifically allocated to the Portfolio Manager in this section 4. The Fund will In particular, but without limiting the generality of the foregoing, the Portfolio Manager shall not be responsible for the payment of all operating following expenses of each Fund, including the compensation Trust or the Funds: organization and offering expenses of any employees of the Trust and the Funds (including out-of-pocket expenses, but not including the Portfolio Manager's overhead and employee costs); fees payable to or expenses of any other persons rendering any services to a Fundportfolio managers or consultants; clerical legal expenses; auditing and shareholder service staff salariesaccounting expenses; office space interest expenses; telephone, telex, facsimile, postage and other office communications expenses; fees taxes and governmental fees; fees, dues and expenses incurred by a Fund or with respect to the Trust or the Funds in connection with membership in investment company trade organizations; legal, auditing and accounting expenses; expenses costs of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expensesinsurance; fees and expenses of the Trust's Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agentagent of the Trust or the Funds; payments for portfolio pricing or valuation services to pricing agents, shareholder service agentaccountants, plan agent, administrator, accounting and pricing services agent and underwriter of a Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion bankers and other specialists, if any; other expenses incurred directly or indirectly in connection with the issuance, offering, distribution, redemption or sale of securities issued by the Funds; expenses relating to investor and public relations; expenses of registering and qualifying shares of the Funds for sale; freight, insurance and other charges in connection with the shipment of the Funds' portfolio securities; brokerage commissions or distribution other costs of a Fund’s acquiring or disposing of any portfolio securities or other assets of the Funds, or of entering into other transactions or engaging in any investment practices with respect to the Funds; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; costs of preparing, printing and filing documents with regulatory agencies; costs of stationery and other office supplies; expenses of any litigation or other extraordinary or nonrecurring events and expenses relating to the issuance, registration and qualification of the shares that a Fund is authorized of the Funds; costs of shareholders' and other meetings; the compensation and all expenses (specifically including travel expenses relating to pay pursuant to Rule 12b-1 under the Actbusiness of the Trust or the Funds) of officers, Trustees and employees of the Trust who are not interested persons of the Portfolio Manager; and all other operating travel expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (aor an appropriate portion thereof) interest and (b) dividend expenses on securities sold short), fees and expenses of officers or Trustees of the non-interested person Trust who are officers, directors or employees of the Portfolio Manager to the extent that such expenses relate to attendance at meetings of the Board of Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any committees thereof or advisory group thereto or other business of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this AgreementTrust or the Funds.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act's shares; and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short)interest, fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including and litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You During the term of this Agreement, you will pay the entire salaries and wages all expenses incurred by you in connection with your portfolio management duties set forth in Section 2 of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons this Agreement. You shall not be deemed required to pay any expenses of the Fund. In particular, but without limiting the generality of the foregoing, you shall not be responsible for the following expenses of the Fund: organization expenses of the Fund (including out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Corporation; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each Fund, including the compensation and expenses of any employees of the Trust and of any other persons rendering any services to a Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a Fund in connection with membership in investment company trade organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodianFund's accounting agent, custodians, subcustodians, transfer agentagents, dividend disbursing agentagents and registrars; payment for portfolio pricing or valuation services to pricing agents, shareholder service agentaccountants, plan agentbankers and other specialists, administratorif any; expenses of preparing share certificates and other expenses in connection with the issuance, accounting and pricing services agent and underwriter of a Fund; expensesoffering, including clerical expenses, of issuedistribution, sale, redemption or repurchase of shares of a securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the cost Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of preparing the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Corporation business) of Directors, officers and employees of the Corporation who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports reports, notices and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Directors and officers of the Corporation; costs of shareholders’ meetings and proxy solicitations; advertising, promotion ' and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Actmeetings; and all other operating travel expenses not specifically assumed by you. Each Fund will also pay all brokerage fees (or an appropriate portion thereof) of Directors and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses officers of the non-interested person Trustees and Corporation who are directors, officers or employees of you to the extent that such extraordinary or non-recurring expenses as may arise, including litigation relate to which a Fund may be a party and indemnification attendance at meetings of the Trust’s Trustees and officers with respect theretoBoard of Directors of the Corporation or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered required to be part pay expenses of your compensation pursuant any activity which is primarily intended to this Agreementresult in sales of Shares of the Fund.

Allocation of Charges and Expenses. You During the term of this Agreement, you will pay the entire salaries all expenses incurred by you in connection with your portfolio management duties set forth in sections 2 and wages 3 of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons this Agreement. You shall not be deemed required to pay any expenses of the Corporation. In particular, but without limiting the generality of the foregoing, you shall not be responsible for the following expenses of the Corporation: organization expenses of the Corporation (including out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Corporation advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Corporation’s custodian or other agents of the Corporation; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each Fund, including the compensation and expenses of any employees of the Trust and of any other persons rendering any services to a Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a Fund Corporation in connection with membership in investment company trade organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodianCorporation’s accounting agent, custodians, subcustodians, transfer agentagents, dividend disbursing agentagents and registrars; payment for portfolio pricing or valuation services to pricing agents, shareholder service agentaccountants, plan agentbankers and other specialists, administratorif any; expenses of preparing share certificates and other expenses in connection with the issuance, accounting and pricing services agent and underwriter of a Fund; expensesoffering, including clerical expenses, of issuedistribution, sale, redemption or repurchase of shares securities issued by the Corporation; expenses relating to investor and public relations; expenses and fees of a Fundregistering or qualifying Shares of the Corporation for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Corporation’s portfolio securities; the cost compensation and all expenses (specifically including travel expenses relating to Corporation business) of preparing Directors, officers and employees of the Corporation who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Corporation; expenses of printing and distributing reports reports, notices and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Corporation and supplements thereto; costs of stationery; any litigation expenses; indemnification of Directors and officers of the Corporation; costs of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Actmeetings; and all other operating travel expenses not specifically assumed by you. Each Fund will also pay all brokerage fees (or an appropriate portion thereof) of Directors and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses officers of the non-interested person Trustees and Corporation who are directors, officers or employees of you to the extent that such extraordinary or non-recurring expenses as may arise, including litigation relate to which a Fund may be a party and indemnification attendance at meetings of the Trust’s Trustees and officers with respect theretoBoard of Directors of the Corporation or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered required to be part pay expenses of your compensation pursuant any activity which is primarily intended to this Agreementresult in sales of Shares of the Corporation.

Allocation of Charges and Expenses. You During the term of this Agreement, you will pay the entire salaries all expenses incurred by you in connection with your portfolio management duties set forth in sections 2 and wages 3 of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons this Agreement. You shall not be deemed required to pay any expenses of the Corporation or the Fund, unless otherwise agreed to by you. In particular, but without limiting the generality of the foregoing, you shall not be responsible for the following expenses of the Corporation and the Fund: organization expenses of the Corporation (including out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Corporation or Fund advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund’s custodian or other agents of the Corporation or the Fund; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Trust. The Fund will be responsible for Corporation or the payment of all operating expenses of each Fund, including the compensation and expenses of any employees of the Trust and of any other persons rendering any services to a Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a Fund in connection with membership in investment company trade organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodianFund’s accounting agent, custodians, subcustodians, transfer agentagents, dividend disbursing agentagents and registrars; payment for portfolio pricing or valuation services to pricing agents, shareholder service agentaccountants, plan agentbankers and other specialists, administratorif any; expenses of preparing share certificates and other expenses in connection with the issuance, accounting and pricing services agent and underwriter of a Fund; expensesoffering, including clerical expenses, of issuedistribution, sale, redemption or repurchase of shares of a securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the cost Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of preparing the Fund’s portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Corporation business) of Directors, officers and employees of the Corporation who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Corporation; expenses of printing and distributing reports reports, notices and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Corporation and supplements thereto; costs of stationery; any litigation expenses; indemnification of Directors and officers of the Corporation; costs of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Actmeetings; and all other operating travel expenses not specifically assumed by you. Each Fund will also pay all brokerage fees (or an appropriate portion thereof) of Directors and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses officers of the non-interested person Trustees and Corporation who are directors, officers or employees of you to the extent that such extraordinary or non-recurring expenses as may arise, including litigation relate to which a Fund may be a party and indemnification attendance at meetings of the Trust’s Trustees and officers with respect theretoBoard of Directors of the Corporation or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered required to be part pay expenses of your compensation pursuant any activity which is primarily intended to this Agreementresult in sales of Shares of the Fund.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s 's shares that a excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"); and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses expense on securities sold short), fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. The Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay all costs incurred by you ---------------------------------- in connection with the entire salaries and wages of all performance of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trustduties under paragraph 3. The Fund You will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of any all personnel of yours and will make available, without expense to the Funds, the services of such of your partners, officers and employees as may duly be elected officers or Trustees of the Trust Registrant, subject to their individual consent to serve and to any limitations imposed by law. You will not be required to pay any expenses of any Fund other persons rendering any services than those specifically allocated to a Fundyou in this Paragraph 4. In particular, but without limiting the generality of the foregoing, you will not be required to pay: (i) organization expenses of the Funds; clerical and shareholder service staff salaries; office space and other office expenses; (ii) fees and expenses incurred by a Fund the Funds in connection with membership in investment company organizations; (iii) brokers' commissions; (iv) payment for portfolio pricing services to a pricing agent, if any; (v) legal, auditing or accounting expenses (including an allocable portion of the cost of your employees rendering legal and accounting expensesservices to the Fund); expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with (vi) taxes or governmental fees; (vii) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Registrant; (viii) the cost of preparing stock certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption or repurchase of shares Shares of a the Fund; (ix) the expenses of and fees for registering or qualifying Shares for sale and of maintaining the registration of the Funds and registering the Registrant as a broker or a dealer; (x) the fees and expenses of Trustees of the Registrant who are not affiliated with you; (xi) the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other regulatory authorities; (xii) the fees or disbursements of custodians of each Fund's assets, including expenses incurred directly in the performance of any obligations enumerated by the Declaration of Trust or indirectly in connection By-Laws of the Registrant insofar as they govern agreements with the sale any such custodian; or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; (xiii) litigation and all indemnification expenses and other operating extraordinary expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses incurred in the ordinary course of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect theretoFund's business. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered required to be part pay expenses of your compensation pursuant activities which are primarily intended to this Agreementresult in sales of Shares of the Funds.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund not specifically assumed by the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; and all other operating expenses not specifically assumed by the Fund. For purposes of this Agreement, “operating expenses of the Fund” shall not include advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a (including expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act; and all other operating expenses not specifically assumed by you”). Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. The Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”). You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay all organizational, offering and operating expenses (other than expenses specifically assumed by the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs Fund) of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short)interest, fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. The Fund will pay all expenses which may be incurred pursuant to the Fund's Rule 12b-1 Distribution Plan (the "12b-1 Expenses"). You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Each Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a the Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries compensation of any sub-adviser retained pursuant to paragraph 2 above. The compensation and wages expenses of all of your employeesany trustees, officers and agents who devote part or all of their time to the affairs employees of the Trust, and including without limitation persons affiliated with the wages and salaries of such persons shall not Adviser for services provided to the Funds will be deemed to be expenses incurred paid by the TrustFunds. The Each Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a the Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each Fundthe Funds, including the compensation and expenses of any trustees, officers and employees of the Trust and of any other persons rendering any services to a Fundthe Funds; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a Fund the Funds in connection with membership in investment company organizations; legal, auditing and accounting expenses; non-organizational expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Funds; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a Fundthe Funds; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Funds' current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the ActFunds' shares; and all other operating expenses not specifically assumed by youthe Funds. Each Fund The Funds will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest interest, and (b) dividend expenses on securities sold short), fees and expenses their share of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund the Trust may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. You may obtain reimbursement from each Fundthe Funds, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is the Funds are obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employeesExcept as noted in this section, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons Nottingham shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of assume all operating expenses of each Fund not specifically assumed by the Fund, including without limitation the compensation and expenses of any employees of the Trust and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; expenses for ordinary legal, auditing and accounting expensesservices; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the investment advisor; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, distributor, and accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption redemption, or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund’s current shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by youthe Fund. Each Nottingham shall not be responsible for (i) marketing, distribution, and servicing expenses related to the sale or promotion of Fund will also shares (ii) expenses incurred in connection with the organization and initial registration of shares of a Fund; (iii) expenses related to shareholder meetings and proxy solicitations; (iv) indirect expenses of the Fund, such as expenses incurred by other investment companies in which the Fund invests; (v) expenses for non-ordinary legal services incurred as a result of the Fund selecting a legal firm other than one recommended by Nottingham; (vi) litigation to which the Fund may be a party and indemnification of the Trust’s trustees and officers with respect thereto; (vii) any additional auditing and accounting expenses incurred as a result of selecting an audit firm other than one recommended by Nottingham; (viii) hiring employees and retaining advisers and experts as contemplated by Rule 0-1(a)(7)(vii) of the 1940 Act; and (ix) expenses that the Funds are obligated to pay, as described in the following paragraph. The Fund shall pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) or dividend expenses on securities sold short), fees and . The Fund shall also pay all expenses of which it is authorized to pay pursuant to Rule 12b-1 under the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto1940 Act. You Nottingham may obtain reimbursement from each the Fund, at such time or times as you Nottingham may determine in your its sole discretion, for any of the expenses advanced by you, which a Nottingham that the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your Nottingham’s compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any trustees, officers and employees of the Trust Fund and of any other persons rendering any services to a Fundthe Fund including any sub-adviser retained pursuant to Paragraph 1 above; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s 's shares that a (excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under the 1940 Act); and all other operating expenses not specifically assumed by youxx xxx Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees ) and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. The Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including excluding expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act's shares; and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short)interest, fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including organizational expenses, and litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay all costs incurred by you in connection with the entire salaries and wages of all performance of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trustduties under paragraph 1. The Fund You will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of any all personnel of yours and will make available, without expense to the Trust, the services of such of your partners, officers and employees as may duly be elected officers or Trustees of the Trust subject to their individual consent to serve and to any limitations imposed by law. You will not be required to pay any expenses of the Trust other than those specifically allocated to you in this paragraph 2. In particular, but without limiting the generality of the foregoing, you will not be required to pay: (i) fees and expenses of any other persons rendering any services to a Fundinvestment adviser of the Trust; clerical and shareholder service staff salaries(ii) organization expenses of the Trust; office space and other office expenses; (iii) fees and expenses incurred by a Fund the Trust in connection with membership in investment company organizations; (iv) brokers' commissions; (v) payment for portfolio pricing services to a pricing agent, if any; (vi) legal, auditing or accounting expenses (including an allocable portion of the cost of your employees rendering legal and accounting expensesservices to the Trust); expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with (vii) taxes or governmental fees; (viii) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Trust; (ix) the cost of preparing stock certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption or repurchase of shares Shares of the Trust; (x) the expenses of and fees for registering or qualifying Shares for sale and of maintaining the registration of the Trust and registering the Trust as a Fundbroker or a dealer; (xi) the fees and expenses of Trustees of the Trust who are not affiliated with you; (xii) the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other expenses incurred directly regulatory authorities; (xiii) the fees or indirectly in connection with the sale or distribution disbursements of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification custodians of the Trust’s Trustees 's assets, including expenses incurred in the performance of any obligations enumerated by the Agreement and officers Declaration of Trust or By-Laws of the Trust insofar as they govern agreements with respect theretoany such custodian; or (xiv) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust's business. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered required to be part pay expenses of your compensation pursuant activities which are primarily intended to this Agreementresult in sales of Shares of the Fund.

Allocation of Charges and Expenses. You will pay all costs incurred by you in connection with the entire salaries and wages of all performance of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trustduties under paragraph 3. The Fund You will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of any all personnel of yours and will make available, without expense to the Funds, the services of such of your partners, officers and employees as may duly be elected officers or Trustees of the Trust Registrant, subject to their individual consent to serve and to any limitations imposed by law. You will not be required to pay any expenses of any Fund other persons rendering any services than those specifically allocated to a Fundyou in this Paragraph 4. In particular, but without limiting the generality of the foregoing, you will not be required to pay: (i) organization expenses of the Funds; clerical and shareholder service staff salaries; office space and other office expenses; (ii) fees and expenses incurred by a Fund the Funds in connection with membership in investment company organizations; (iii) brokers' commissions; (iv) payment for portfolio pricing services to a pricing agent, if any; (v) legal, auditing or accounting expenses (including an allocable portion of the cost of your employees rendering legal and accounting expensesservices to the Fund); expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with (vi) taxes or governmental fees; (vii) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Registrant; (viii) the cost of preparing stock certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption or repurchase of shares Shares of a the Fund; (ix) the expenses of and fees for registering or qualifying Shares for sale and of maintaining the registration of the Funds and registering the Registrant as a broker or a dealer; (x) the fees and expenses of Trustees of the Registrant who are not affiliated with you; (xi) the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other regulatory authorities; (xii) the fees or disbursements of custodians of each Fund's assets, including expenses incurred directly in the performance of any obligations enumerated by the Declaration of Trust or indirectly in connection By-Laws of the Registrant insofar as they govern agreements with the sale any such custodian; or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; (xiii) litigation and all indemnification expenses and other operating extraordinary expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses incurred in the ordinary course of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect theretoFund's business. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered required to be part pay expenses of your compensation pursuant activities which are primarily intended to this Agreementresult in sales of Shares of the Funds.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s 's shares that a excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 12b-l under the Investment Company Act of 1940, as amended (the "1940 Act"); and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. The Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act's shares; and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short)interest, fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including organizational expenses, and litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement. Notwithstanding anything herein to the contrary, the Fund will only be liable for organizational expenses when the Fund reaches $10,000,000 in assets or when the Fund has been in existence for at least one year, and until such time, you are liable for such expenses. You will cause such expenses to be advanced on behalf of the Fund and may obtain reimbursement from the Fund after the Fund becomes liable.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs Each of the Trust, and the wages and salaries of such persons Co-Administrators shall not be deemed to be expenses bear all its own costs incurred by such Co-Administrator in connection with the Trust. The Fund will be responsible for the payment performance of all operating expenses of each Fundits duties under Section II, including including, without limitation, the compensation and expenses of all of its personnel and the Trust except for the fees of Trustees who are not interested persons of its organization. If requested, each Co-Administrator will make available, without expense to the Trust, except as provided herein, the services of such of its partners, officers and employees as may be duly elected officers or Trustees of the Trust, subject to their individual consent to serve and to any employees limitations imposed by law. Each Co-Administrator will bear all expenses incurred in the performance of its duties hereunder and will pay the Trust’s office rent and will provide all necessary office facilities, equipment and personnel for administering the business affairs of the Trust and associated with the services provided by the relevant Co-Administrator. The Co-Administrators will not be required to pay any expenses of the Trust incurred in connection with the operation of the Trust that are not otherwise allocated herein (or subject to another contractual arrangement between the parties), including, without limitation for example: (i) in the case of GSAM, any other persons rendering any services to a Fundinvestment adviser; clerical and shareholder service staff salaries(ii) organization expenses of the Trust; office space and other office expenses; (iii) fees and expenses incurred by a Fund the Trust in connection with membership in investment company organizations; (iv) brokers’ commissions; (v) payment for portfolio pricing services to a pricing agent, if any; (vi) outside legal, auditing and or accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with (vii) taxes or governmental fees; (viii) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter ; (ix) the cost of a Fund; preparing share certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption or repurchase of shares of beneficial interest of the Trust; (x) the expenses of and fees for registering or qualifying securities for sale and of maintaining the registration of the Trust and registering the Trust as a Fundbroker or a dealer; (xi) the fees and expenses of Trustees who are not affiliated with the Co-Administrators; (xii) the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; Exchange Commission (the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion “SEC”) and other expenses incurred directly regulatory agencies; (xiii) the fees or indirectly in connection with the sale or distribution disbursements of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification custodians of the Trust’s Trustees assets, including expenses incurred in the performance of any obligations enumerated by the Trust Instrument or Amended and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any Restated By-Laws of the Trust insofar as they govern agreements with any such custodian; or (xiv) litigation and indemnification expenses advanced by you, which a Fund is obligated and other extraordinary expenses not incurred in the ordinary course of the Trust’s business. This Agreement does not require either Co-Administrators to pay, and such reimbursement shall not be considered pay expenses of activities that are primarily intended to be part result in the sale of your compensation pursuant to this Agreementshares of the Funds.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a the Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You Except as otherwise provided in Section ---------------------------------- 1 above and this Section 2, the Administrator will pay all costs it incurs in connection with the entire salaries and wages performance of all its duties under Section 1 of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trustthis Agreement. The Fund Administrator will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of all of its personnel and will make available, without expense to the Trust, the services of such of its partners, officers and employees as may duly be elected officers or Trustees of the Trust, subject to their individual consent to serve and to any employees limitations imposed by law. The Administrator shall also pay the fees of the transfer agent and fund accounting agent engaged by it (other than such entities out-of-pocket charges). The Administrator will not be required to pay any expenses of the Trust other than those specifically allocated to the Administrator in this Section 2. In particular, but without limiting the generality of the foregoing, the Administrator will not be required to pay: (i) fees and expenses of any other persons rendering any services to a Fundinvestment adviser of the Trust; clerical and shareholder service staff salaries(ii) organizational expenses of the Trust; office space and other office expenses; (iii) fees and expenses incurred by a Fund the Trust in connection with membership in investment company organizations; (iv) brokers' commissions, transfer taxes, fees and other expenses connected with the acquisition, disposition and valuation of securities and other investments; (v) fees and charges for portfolio pricing services to a pricing agent, if any; (vi) outside legal, accounting or auditing and accounting expenses; (vii) interest, insurance premiums, taxes or governmental fees; (viii) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust's business; (ix) the cost of preparing stock certificates or any other expenses, including, without limitation, clerical expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Trust; (x) the expenses of and fees for registering or qualifying shares of the Trust for sale and of maintaining the registration of the Trust and registering the Trust as a Fundbroker or a dealer, if applicable; (xi) the fees and expenses of Trustees of the Trust who are not affiliated with the Administrator; (xii) the cost of preparing typesetting, printing and distributing reports report and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other expenses incurred directly regulatory authorities; (xiii) any direct charges to shareholders approved by the Board of Trustees of the Trust; or indirectly (xiv) costs in connection with the sale annual or distribution special meetings of a Fund’s shares that a Fund is authorized shareholders, including proxy material preparation, printing and mailing. The Administrator shall not be required to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation activities which are primarily intended to which a Fund may be a party and indemnification result in sales of shares of the Trust’s Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a shares, excluding expenses which the Fund is authorized to pay pursuant to a plan adopted under Rule 12b-1 under Investment Company Act of 1940, as amended (the “Act”) in the event such a plan is ever adopted; and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such acquired funds, extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. The Fund will also pay expenses that it is authorized to pay pursuant to Rule 12b-1 under the Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay The Adviser shall employ or provide and compensate the entire salaries executive, administrative, secretarial and wages of clerical personnel necessary to provide the services set forth herein, and shall bear the expense thereof. The Adviser shall compensate all of your employeesTrustees, officers and agents employees of the Trust who devote part are also employees of the Adviser. The Adviser will pay all expenses incurred in connection with the sale or all distribution of their time the Fund's shares to the affairs of extent such expenses are not assumed by the Fund under the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust's Distribution Expense Plan. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust and of any other persons rendering any services to a Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; , brokerage fees and commissions, legal, auditing and accounting expenses; , expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; , taxes or governmental fees, fees and expenses of the custodian, transfer agent, dividend disbursing agentthe transfer, shareholder service agent, plan agent, administrator, and dividend disbursing agent and the accounting and pricing services agent and underwriter of a the Fund; expenses, expenses including clerical expenses, expenses of the issue, sale, redemption or repurchase of shares of a the Fund; , the cost fees and expenses of preparing and distributing reports and notices to shareholdersTrustees of the Trust who are not interested persons of the Trust, the cost of preparing, printing or preparing prospectuses and statements of additional information for delivery distributing prospectuses, statements, reports and other documents to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund the Trust may be a party and indemnification of the Trust’s 's officers and Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine any other expense not specifically described above incurred in your sole discretion, for any the performance of the Trust's obligations. All other expenses advanced not expressly assumed by youthe Adviser herein incurred in connection with the organization, which a registration of shares and operations of the Fund is obligated to pay, and such reimbursement shall not will be considered to be part of your compensation pursuant to this Agreementborne by the Fund.

Allocation of Charges and Expenses. You The Investment Manager will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses costs incurred by it in connection with the Trustperformance of its duties under Paragraph 2. The Fund Investment Manager will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of any employees all its personnel and will make available, without expense to the Company, the services of such of the Trust Investment Manager’s partners, officers and employees as may duly be elected officers or directors of the Company, subject to their individual consent to serve and to any limitations imposed by law. The Investment Manager will not be required to pay any expenses of the Company other persons rendering any services than those specifically allocated to a Fundit in this Section 3. In particular, but without limiting the generality of the foregoing, the Investment Manager will not be required to pay: (i) operational and organizational expenses of the Company; clerical (ii) fees and shareholder service staff salariesexpenses, including travel expenses, incurred by the Investment Manager or payable to third parties related to the investments of the Company, including, among others, professional fees (including, without limitation, the fees and expenses of consultants and experts) and fees and expenses relating to, or associated with, evaluating, monitoring, researching and performing due diligence on investments and prospective investments; office space and other office expenses(iii) interest payable on debt, if any, incurred to finance the Company’s investments; (iv) fees and expenses incurred by a Fund the Company in connection with membership in investment company organizations; (v) brokers’ commissions; (vi) fees and expenses associated with calculating the Company’s net asset value (including the costs and expenses of any independent valuation firm); (vii) legal, auditing and or accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with (viii) taxes or governmental fees; (ix) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodianadministrator, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter or sub-transfer agent of a Fundthe Company; (x) the cost of preparing stock certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption or repurchase of shares of the Company; (xi) the expenses of and fees for registering or qualifying shares of the Company for sale and of maintaining the registration of the Company and registering the Company as a Fundbroker or a dealer; (xii) the fees and expenses of the directors of the Company who are not affiliated with the Investment Manager; (xiii) the cost of preparing and distributing reports reports, proxy statements and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other regulatory authorities; (xiv) costs of holding stockholder meetings; (xv) listing fees; (xvi) the fees or disbursements of custodians of the Company’s assets, including expenses incurred directly in the performance of any obligations enumerated by the certificate of incorporation or indirectly bylaws of the Company insofar as they govern agreements with any such custodian; (xvii) insurance premiums; or (xviii) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the sale business of the Company and the amount of any judgment or settlement paid in connection therewith, or the enforcement of the Company’s rights against any person and indemnification or contribution expenses payable by the Company to any person and other extraordinary expenses not incurred in the ordinary course of the Company’s business. The Investment Manager shall not be required to pay expenses of activities which are primarily intended to result in sales of shares of the Company, including, but not limited to, all costs and expenses associated with the preparation and distribution of an offering memorandum, a Fundsubscription agreement, if applicable, a registration statement or a shareholder application form. The Investment Manager may impose a voluntary cap on the amount of expenses that will be borne by the Company on a monthly or annual basis. Any such expense cap may be increased, decreased, waived or eliminated at any time at the Investment Manager’s shares sole discretion. To the extent that a Fund is authorized expenses to pay be borne by the Company pursuant to Rule 12b-1 under this Section 3 are paid by the Act; Investment Manager, the Company shall reimburse the Investment Manager for such expenses, provided, however, that the Investment Manager may elect, from time to time and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine in your its sole discretion, for any to bear certain of the Company’s expenses advanced by youset forth above, which a Fund is obligated to pay, including organizational and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreementother expenses.

Allocation of Charges and Expenses. You will pay all costs incurred by you in connection with the entire salaries and wages of all performance of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trustduties under Paragraph 3. The Fund You will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of any all personnel of yours and will make available, without expense to the Fund, the services of such of your partners, officers and employees as may duly be elected officers or Trustees of the Trust Fund, subject to their individual consent to serve and to any limitations imposed by law. You will not be required to pay any expenses of any the Fund other persons rendering any services than those specifically allocated to a Fund; clerical and shareholder service staff salaries; office space and other office expenses; you in this Paragraph 4. In particular, but without limiting the generality of the foregoing, you will not be required to pay: (i) fees and expenses incurred by a the Fund in connection with membership in investment company organizations; (ii) brokers’ commissions and any other transaction-related expenses and fees arising out of transactions effected on behalf of the Fund; (iii) payment for portfolio pricing services to a pricing agent, if any; (iv) legal, auditing and or accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with (v) loan commitment fees; distribution fees; interest; taxes or governmental fees; (vi) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodianadministrator, transfer agent, agent and dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; (vii) the cost of preparing stock certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption sale or repurchase of shares Shares of a the Fund, including expenses of conducting tender or repurchase offers for purposes of repurchasing Shares; (viii) the cost of fidelity, Trustees and officers and errors and omissions insurance; (ix) the expenses of and fees for registering or qualifying Shares for sale and of maintaining the registration of the Fund and registering the Fund as a broker or a dealer; (x) if you are deemed to be a “commodity pool operator” with respect to the Fund, the out-of-pocket costs incurred by you in connection with your preparation or revision of the Fund’s disclosure documents and periodic reports to shareholders in order to comply with the CEA and /or the rules adopted by the CFTC thereunder; (xi) the fees and expenses of Trustees who are not affiliated with you; (xii) communications expenses with respect to investor services and all expenses of shareholder and Trustees meetings and of preparing and distributing prospectuses and statements of additional information, proxy statements, reports and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other regulatory authorities; (xiii) the fees or disbursements of custodians of the Fund’s assets, including expenses incurred directly in the performance of any obligations enumerated by the Declaration of Trust or indirectly By-Laws of the Fund insofar as they govern agreements with any such custodian; (xiv) premiums for insurance for which the Fund is a named insured; (xv) litigation and indemnification expenses and other extraordinary expenses not incurred in connection with the sale or distribution ordinary course of a the Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under business; (xvi) the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses involved in listing on any exchange where the capital stock will trade; (xvii) costs of stationery; and (xviii) website costs. To the non-interested person Trustees and such extraordinary or non-recurring extent that expenses as may arise, including litigation to which a be borne by the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced pursuant to this Section 4 are paid by you, which a the Fund is obligated to pay, and shall reimburse you for such reimbursement shall not be considered to be part of your compensation pursuant to this Agreementexpenses.

Allocation of Charges and Expenses. You will pay the entire salaries all organizational and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each Fundthe Funds, including the compensation and expenses of any trustees, officers, and employees of the Trust and of any other persons rendering any services to a Fundthe Funds; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a Fund the Funds in connection with membership in investment company organizations; legal, auditing and accounting account expenses; non-organizational expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Funds; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a Fundthe Funds; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Funds current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s the Funds' shares that a (excluding expenses which each Fund is authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"); and all other organizational and operating expenses not specifically assumed by youthe Funds. Each Fund The Funds will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses their share of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund the Trust may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. Each Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain reimbursement from each Fundthe Funds, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund the Funds is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a shares, excluding expenses which the Fund is authorized to pay pursuant to a plan adopted under Rule 12b-1 under Investment Company Act of 1940, as amended (the “Act”) in the event such a plan is ever adopted; fees payable under this Advisory Agreement; and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such acquired funds, extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. The Fund will also pay expenses that it is authorized to pay pursuant to Rule 12b-1 under the Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You Except as provided below, you will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any trustees, officers and employees of the Trust Fund and of any other persons rendering any services to a Fundthe Trust; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; non-organizational expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Trust; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a Fundthe Trust; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Trust's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act's shares; and all other operating expenses not specifically assumed by youthe Fund. Each Notwithstanding the foregoing, you will not be responsible for any fees incurred by the Fund if the Fund enters into an Agreement for Use of Brokerage Commissions with Fidelity Capital Markets, a division of National Financial Services Corporation or a similar agreement with any other party to pay fees charged by Fidelity Funds Network, Schwab OneSource, Waterhouse Investors Fund Family Network or similar one-stop mutual fund share brokerage services (the "Service Fees") paid by the Fund through brokerage/services arrangements, or any other operating expenses that the Fund notifies you in writing are paid by the Fund through brokerage/services arrangements (the "Brokerage/Services Arrangements"). The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest interest, expenses incurred by the Fund in connection with the organization and (b) dividend expenses on securities sold short), fees and expenses initial registration of shares of the non-interested person Trustees Fund series of the Trust, and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees Fund's trustees and officers with respect thereto. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You Except as set forth below, the Adviser will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each Fundthe Fund specifically assumed by the Fund under the Management Agreement between the Trust and the Adviser dated December 23, 2010, including without limitation the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administratoradministrator (excluding fees and expenses payable to the Adviser under this Agreement and the Management Agreement), accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; and all other operating expenses not specifically assumed by the Fund. For purposes of this Agreement, “operating expenses” shall not include advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares (including expenses that a the Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you, if any). Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such acquired funds, extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. You The Fund also will pay the fees paid pursuant to the Management Agreement between Walthausen & CO., LLC and the Trust, and all expenses which it is authorized to pay pursuant to Rule 12b-1 under the Act. The Adviser may obtain reimbursement from each the Fund, at such time or times as you the Adviser may determine in your its sole discretion, for any of the expenses advanced by you, which a the Adviser that the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your the Adviser’s compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay all costs incurred by you in connection with the entire salaries and wages of all performance of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trustduties under paragraph 3. The Fund You will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of any all personnel of yours and will make available, without expense to the Funds, the services of such of your partners, officers and employees as may duly be elected officers or Trustees of the Trust Registrant, subject to their individual consent to serve and to any limitations imposed by law. You will not be required to pay any expenses of any Fund other persons rendering any services than those specifically allocated to a Fundyou in this paragraph 4. In particular, but without limiting the generality of the foregoing, you will not be required to pay: (a) organization expenses of the Funds; clerical and shareholder service staff salaries; office space and other office expenses; (b) fees and expenses incurred by a Fund the Funds in connection with membership in investment company organizations; (c) brokers’ commissions; (d) payment for portfolio pricing services to a pricing agent, if any; (e) legal, auditing or accounting expenses (including an allocable portion of the cost of your employees rendering legal and accounting expensesservices to the Funds); expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with (f) taxes or governmental fees; (g) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Registrant; (h) the cost of preparing stock certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption or repurchase of shares Shares of the Funds; (i) the expenses of and fees for registering or qualifying Shares for sale and of maintaining the registration of the Funds and registering the Registrant as a Fundbroker or a dealer; (j) the fees and expenses of Trustees of the Registrant who are not affiliated with you; (k) the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other regulatory authorities; (l) the fees or disbursements of custodians of each Fund’s assets, including expenses incurred directly in the performance of any obligations enumerated by the Declaration of Trust or indirectly By-Laws of the Registrant insofar as they govern agreements with any such custodian; or (m) litigation and indemnification expenses and other extraordinary expenses not incurred in connection with the sale or distribution ordinary course of a the Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect theretobusiness. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered required to be part pay expenses of your compensation pursuant activities which are primarily intended to this Agreementresult in sales of Shares of the Funds.

Allocation of Charges and Expenses. You will BISYS shall bear its own expenses in connection with the performance of its duties and responsibilities hereunder, except as provided herein; provided, however, that the Trust shall reimburse BISYS for its reasonable travel and related expenses incurred in attending Board meetings. BISYS shall also furnish at its own expense the executive, supervisory and clerical personnel necessary to perform its obligations under this Agreement. BISYS shall pay the entire salaries and wages all compensation, if any, of all of your employees, officers and agents who devote part or all of their time to the affairs of the TrustTrust who are its own officers, and the wages and salaries employees or directors or who are officers employees or directors of such persons its affiliated entities. Unless otherwise specifically provided herein, BISYS shall not be deemed obligated to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of any employees employee or agent of the Trust and (who is not an officer employee or director of the BISYS or its affiliated entities) retained by the Board. The Trust will pay or cause to be paid any other persons rendering any services to a Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a in the operation of the Funds that are not otherwise allocated herein (or subject to another contractual arrangement between the parties or are to be paid under the Adviser Co-Administration Agreement), including, without limitation, Fund organization costs, taxes, expenses for Fund legal and auditing services, costs of maintaining corporate existence, the expenses of preparing (including typesetting), printing and mailing reports, prospectuses, statements of additional information, proxy solicitation material and notices to existing Shareholders, all expenses incurred in connection with membership issuing and redeeming shares of beneficial interest in investment company organizations; legalthe Funds ("Shares"), auditing the cost of custodial services, transfer and dividend disbursing agents' fees, fund accounting expenses; expenses agents' fees, the cost of registering shares initial and ongoing registration of the Shares under federal Federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and out-of-pocket expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter Trustees who are not affiliated persons of a Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates BISYS or any other documentsaffiliate of BISYS, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertisingTrust meetings, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all insurance, interest, brokerage fees costs and commissions, taxesif any, borrowing costs (such as (a) interest litigation and (b) dividend expenses on securities sold short)other extraordinary or nonrecurring expenses, and all fees and expenses charges of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreementinvestment advisers.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employeesExcept as noted in this section, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons Nottingham shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of assume all operating expenses of each Fund not specifically assumed by the Fund, including without limitation the compensation and expenses of any employees of the Trust and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; expenses for ordinary legal, auditing and accounting expensesservices; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the investment advisor (subject to the arrangements outlined in the Operating Plan dated July 16, 2009 between Nottingham and FolioMetrix, LLC); fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, distributor, and accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption redemption, or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund’s current shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by youthe Fund. Each Nottingham shall not be responsible for (i) marketing, distribution, and servicing expenses related to the sale or promotion of Fund will also shares (ii) expenses incurred in connection with the organization and initial registration of shares of a Fund; (iii) expenses related to shareholder meetings and proxy solicitations; (iv) indirect expenses of the Fund, such as expenses incurred by other investment companies in which the Fund invests; (v) expenses for non-ordinary legal services incurred as a result of the Fund selecting a legal firm other than one recommended by Nottingham; (vi) any additional auditing and accounting expenses incurred as a result of selecting an audit firm other than one recommended by Nottingham; and (vii) expenses that the Funds are obligated to pay, as described in the following paragraph. The Fund shall pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) or dividend expenses on securities sold short), fees and . The Fund shall also pay all expenses of which it is authorized to pay pursuant to Rule 12b-1 under the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto1940 Act. You Nottingham may obtain reimbursement from each the Fund, at such time or times as you Nottingham may determine in your its sole discretion, for any of the expenses advanced by you, which a Nottingham that the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your Nottingham’s compensation pursuant to this Agreement. In accordance with the arrangements outlined in the Operating Plan dated July 16, 2009 between Nottingham and FolioMetrix, LLC, the investment advisor shall pay any extraordinary, special, or non-recurring expenses that arise, including (i) litigation to which the Fund may be a party and indemnification of the Trust’s trustees and officers with respect thereto; and (ii) hiring employees and retaining advisers and experts as contemplated by Rule 0-1(a)(7)(vii) of the 1940 Act.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any trustees, officers and employees of the Trust Fund and of any other persons rendering any services to a Fundthe Trust; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; non-organizational expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Trust; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a Fundthe Trust; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Trust's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act's shares; and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest interest, expenses incurred by the Fund in connection with the organization and (b) dividend expenses on securities sold short), fees and expenses initial registration of shares of the non-interested person Trustees Fund series of the Trust, and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees Fund's trustees and officers with respect thereto. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s 's shares that a (excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the"1940 Act")); and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), interest, fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. The Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each the Fund, including the compensation and expenses of any employees of the Trust Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including excluding expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ ' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a the Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act's shares; and all other operating expenses not specifically assumed by youthe Fund. Each The Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short)interest, fees and expenses of the non-interested person Trustees trustees and such extraordinary or non-recurring expenses as may arise, including organizational expenses, and litigation to which a the Fund may be a party and indemnification of the Trust’s Trustees 's trustees and officers with respect thereto. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement. [Notwithstanding anything herein to the contrary, the Fund will only be liable for organizational expenses when the Fund reaches $10,000,000 in assets or if the Fund is in existence through October 31, 1998, and until such time, you are liable for such expenses. You will cause such expenses to be advanced on behalf of the Fund and may obtain reimbursement from the Fund after the Fund becomes liable.]

Allocation of Charges and Expenses. You will pay all costs incurred ---------------------------------- by you in connection with the entire salaries and wages of all performance of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trustduties under paragraph 3. The Fund You will be responsible for the payment of all operating expenses of each Fund, including pay the compensation and expenses of any all personnel of yours and will make available, without expense to the Registrant, the services of such of your partners, officers and employees as may duly be elected officers or Trustees of the Trust Registrant, subject to their individual consent to serve and to any limitations imposed by law. You will not be required to pay any expenses of any the Registrant other persons rendering any services than those specifically allocated to a Fundyou in this paragraph 4. In particular, but without limiting the generality of the foregoing, you will not be required to pay: (i) organization expenses of the Registrant; clerical and shareholder service staff salaries; office space and other office expenses; (ii) fees and expenses incurred by a Fund the Registrant in connection with membership in investment company organizations; (iii) brokers' commissions; (iv) payment for portfolio pricing services to a pricing agent, if any; (v) legal, auditing or accounting expenses (including an allocable portion of the cost of your employees rendering legal and accounting expensesservices to the Registrant); expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with (vi) taxes or governmental fees; (vii) the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Registrant; (viii) the cost of preparing stock certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption or repurchase of shares Shares of the Registrant; (ix) the expenses of and fees for registering or qualifying Shares for sale and of maintaining the registration of the Registrant and registering the Registrant as a Fundbroker or a dealer; (x) the fees and expenses of Trustees of the Registrant who are not affiliated with you; (xi) the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses Securities and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion Exchange Commission and other regulatory authorities; (xii) the fees or disbursements of custodians of the Registrant's assets, including expenses incurred directly in the performance of any obligations enumerated by the Declaration of Trust or indirectly in connection By-laws of the Registrant insofar as they govern agreements with the sale any such custodian; or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; (xiii) litigation and all indemnification expenses and other operating extraordinary expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses incurred in the ordinary course of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect theretoRegistrant's business. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered required to be part pay expenses of your compensation pursuant activities which are primarily intended to this Agreementresult in sales of Shares of the Fund.

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each Fund, including the compensation and expenses of any all officers and executive employees of the Trust and will make available, without expense to the Trust, the services of such of your partners and employees as may duly be elected officers or Trustees of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You will pay the Trust’s office rent and will provide investment advisory, research and statistical facilities and all clerical services relating to research, statistical and investment work. You will not be required to pay any expenses of the Trust other persons rendering any services than those specifically allocated to a Fundyou in this paragraph 5. In particular, but without limiting the generality of the foregoing, you will not be required to pay: organization expenses of the Trust; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a Fund the Trust in connection with membership in investment company INVESTMENT ADVISORY AGREEMENT HARBOR COMMODITY REAL RETURN STRATEGY FUND SEPTEMBER 1, 2008 organizations; brokers’ commissions; payment for portfolio pricing services to a pricing agent, if any; legal, auditing and or accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with taxes or governmental fees; the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Trust; the cost of preparing share certificates or any other expenses, including clerical expenses, expenses of issue, sale, redemption or repurchase of shares of beneficial interest of the Trust; the expenses of and fees for registering or qualifying securities for sale and of maintaining the registration of the Trust and registering the Trust as a Fundbroker or a dealer; the fees and expenses of Trustees of the Trust who are not affiliated with you; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost fees or disbursements of printing custodians of the Trust’s assets, including expenses incurred in the performance of any obligations enumerated by the Declaration of Trust or preparing stock certificates By-Laws of the Trust insofar as they govern agreements with any such custodian; or any litigation and indemnification expenses and other documents, statements or reports extraordinary expenses not incurred in the ordinary course of the Trust’s business. You shall not be required to shareholders; pay expenses of shareholders’ meetings activities which are primarily intended to result in sales of Shares of the Trust if and proxy solicitations; advertising, promotion and other to the extent that (i) such expenses incurred directly or indirectly in connection with are required to be borne by a principal underwriter which acts as the sale or distribution distributor of a Fundthe Trust’s shares that a Fund is authorized to pay Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the Act; and Investment Company Act of 1940, as amended, providing that the Trust (or some other party) shall assume some or all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (of such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect theretoexpenses. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of shall be required to pay the foregoing expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall that are not be considered required to be part of your compensation paid by the principal underwriter pursuant to this Agreementthe underwriting agreement or are not permitted to be paid by the Trust (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. You The Adviser will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses costs incurred by the TrustAdviser in connection with the performance of its duties under Section 2 of this Investment Management Agreement. The Fund Adviser will not be responsible for the payment of all operating required to bear any expenses of each Fundany Portfolio other than those specifically allocated to the Adviser in this Section 6. In particular, including but without limiting the compensation generality of the foregoing, the Adviser will not be required to pay expenses related to: (i) interest and taxes; (ii) brokerage commissions; (iii) premiums for fidelity and other insurance coverage requisite to the Trust’s operations; (iv) the fees and expenses of any employees of the Trust its non-interested trustees; (v) legal, audit and of any other persons rendering any services to a Fund; clerical and shareholder service staff salaries; office space and other office fund accounting expenses; (vi) custodian and transfer agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) fees and expenses incurred by a Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares related to the registration under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration laws of shares of a Fundthe Trust for public sale; insurance expenses; fees and (ix) expenses of printing and mailing registration statements, reports, notices and proxy material to shareholders of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter Trust; (x) all other expenses incidental to holding meetings of a Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to Trust’s shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (bxi) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation affecting the Trust and any obligation which the Trust may have to which a Fund may be a party indemnify its officers and indemnification of the Trust’s Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time Any officer or times as you may determine in your sole discretion, for any employee of the expenses advanced Adviser or of any entity controlling, controlled by youor under common control with the Adviser, which a Fund is obligated to paywho may also serve as officers, and such reimbursement trustees or employees of the Trust shall not receive any compensation from the Trust for their services, with the exception of the chief compliance officer of the Trust, who may be considered compensated by the Trust for services provided to be part of your compensation pursuant to this Agreementthe Trust.

Allocation of Charges and Expenses. You will pay the entire salaries compensation of any sub-adviser retained pursuant to paragraph 2 above. The compensation and wages expenses of all of your employeesany Director, officers and agents who devote part or all employees of their time the Company, including without limitation persons affiliated with the Adviser for services provided to the affairs of the Trust, and the wages and salaries of such persons shall not Fund will be deemed to be expenses incurred paid by the TrustFund. The Fund Company will be responsible for the payment of all operating expenses of each Fundthe Company, including the compensation and expenses of any employees of the Trust Company and of any other persons rendering any services to a Fundthe Company; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a Fund the Company in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund the Company in connection with the organization and initial registration of shares of a Fundthe Company; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Company; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a Fundthe Company; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fundthe Company’s shares that a Fund the Company is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you. Each Fund The Company will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees Directors and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund the Company may be a party and indemnification of the TrustCompany’s Trustees Directors and officers with respect thereto. You may obtain reimbursement from each Fundthe Company, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund the Company is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

Allocation of Charges and Expenses. You The Adviser will pay the entire salaries and wages of all of your employeesmake available, officers and agents who devote part or all of their time without expense to the affairs Trust or the Fund, the services of such of its officers, directors and employees as may be duly elected as officers or trustees of the Trust, and subject to the wages and salaries individual consent of such persons shall to serve and to any limitations imposed by law. The Adviser will pay all expenses incurred in performing its investment advisory services under this Agreement, including compensation of and office space for officers and employees of the Adviser connected with management of the Fund. The Adviser will not be deemed required to be pay any investment advisory related expenses incurred by of the TrustFund other than those specifically allocated to the Adviser in this paragraph. The Fund In addition to the foregoing, the Adviser will be responsible for the payment of pay all organizational, offering and operating expenses (other than expenses specifically assumed by a Fund) of each Fund, including the compensation and expenses of any employees of the Trust such Fund and of any other persons rendering any services to a the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a such Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a Fund in connection with the organization and initial registration of shares of a Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing and dispersing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a such Fund; expenses, including clerical expenses, of issue, sale, sale redemption or repurchase of shares of a the Fund; fees and expenses of the non-interested trustees; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund’s current shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s shares that a Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by youthe Fund. Each In particular, but without limiting the generality of the foregoing, the Fund will also be required to pay all brokerage fees and commissions, taxes, other expenses of executing Fund transactions; taxes or governmental fees; costs of borrowing costs (such as (a) interest charges and (b) dividend expenses on securities sold short), fees ; litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the non-interested person Trustees and such extraordinary or non-recurring expenses as may ariseFund’s business. The Fund will pay all expenses, including litigation to if any, which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation incurred pursuant to this Agreementthe Fund’s Rule 12b-1 Distribution Plan (the “12b-1 Expenses”).

Allocation of Charges and Expenses. You will pay the entire salaries and wages of all of your employees, officers and agents who devote part or all of their time to the affairs of the Trust, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust. The Fund will be responsible for the payment of all operating expenses of each Fundthe Funds not specifically assumed by the Funds, including the compensation and expenses of any employees of the Trust Funds and of any other persons rendering any services to a Fundthe Funds; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by a Fund the Funds in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by a the Fund in connection with the organization and initial registration of shares of a the Fund; insurance expenses; fees and expenses of the Trust’s Trustees; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of a Fundthe Funds; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of a the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; and all other operating expenses not specifically assumed by the Funds. For purposes of this Agreement, “operating expenses of the Funds” shall not include advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of a Fund’s the Funds’ shares that a Fund is (including expenses which the Funds are authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act; and all other operating expenses not specifically assumed by you. Each Fund ”), if any.) The Funds will also pay all portfolio transaction and other investment related costs (including brokerage fees and commissions, fees and expenses associated with investments in derivative instruments (such as option and swap fees and expenses), taxes, borrowing costs (such as (a) interest and (b) dividend expenses expense on securities sold short), extraordinary expenses and any indirect expenses (such as certain fees and expenses of the non-interested person Trustees associated with investment in acquired funds and such extraordinary or other collective investment vehicles). The Funds will also pay any non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. You may obtain reimbursement from each the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which a the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement. The following provision shall not apply to the extent that a Legal Action (defined below) is brought as a result of the negligence, willful misfeasance or fraud of a service provider to the Funds other than you, as determined by the Board in its reasonable discretion. In the event that a Fund is are subject to an examination, inquiry or administrative action by the SEC staff or other federal or state regulator or self-regulatory organization, or if a Fund becomes the subject of any complaint, lawsuit or subpoena by any regulator, shareholder of the Fund or other party (collectively, ''Legal Action''), you agree that any expense or cost incurred as a result of the Legal Action (including settlement costs) and not paid by the Fund as required above shall be paid directly by you. Expenses may include, but are not limited to, legal expenses; out-of-pocket expenses and normal hourly fees of the Trust's administrator, fund accountant, transfer agent, distributor, or auditor; standard fees related to meetings of the Board; out-of-pocket expenses and normal hourly fees of the Trust's Chief Compliance Officer; and any other expenses incurred as reasonably necessary, as determined by the Board, in order to respond to or comply with any Legal Action. If not paid by a Fund as required above, you agree to pay or reimburse such expenses promptly upon receipt of an invoice outlining each expense. This provision shall survive termination of this Agreement.