Common use of Allocation of Charges and Expenses Clause in Contracts

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall include, without implied limitation: · expenses of organizing and maintaining the Fund and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · any direct charges to shareholders approved by the Trustees of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it It is understood that the Fund will pay all its expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Administrator hereunder, which expenses payable by the Fund shall include, without implied limitation: · * expenses of organizing and maintaining the Fund and continuing its existence; · * commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · * auditing, accounting and legal expenses; · * taxes and interest; · * governmental fees; · * expenses of issue, sale repurchase and redemption (if any) of shares, including all expenses incurred in conducting repurchase and tender offers for the purpose of repurchasing Fund shares; · * expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda and amendments for such purposes and for distributing the same to shareholders and investorspurposes, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · * registration of the Trust Fund under the Investment Company Act of 1940; · * expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · * expenses of reports to regulatory bodies; · * insurance expenses; · * association membership dues; · * fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, accounts and determination of net asset values); · * fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · * expenses of listing shares with a stock exchange; * any direct charges to shareholders approved by the Trustees of the TrustFund; · * compensation and expenses of Trustees of the Trust Fund who are not members of Xxxxx Xxxxx’x the Administrator's organization; · * all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; * any pricing or and valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · * any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · * all expenses incurred in connection with the Fund’s 's use of a line of credit, or issuing and maintaining preferred shares; and · * such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust Fund to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it It is understood that the Fund Trust will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund Trust shall include, without implied limitation: · limitation (i) expenses of organizing and maintaining the Fund Trust and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · (ii) registration of the Trust under the Investment Company Act of 1940; · (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments; (iv) auditing, accounting and legal expenses; (v) taxes and interest; (vi) governmental fees; (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of interests in the Trust, including expenses of conducting tender offers for the purpose of repurchasing Trust interests; (viii) expenses of registering and qualifying the Trust and its shares under federal and state securities laws and of preparing and filing registration statements and amendments for such purposes; (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefortherefore; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund Trust (including including, without limitation limitation, safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the FundTrust; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser's organization; · any (xviii) pricing or and valuation services employed by the Fund to value its investments including primary and comparative valuation servicesTrust; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · (xix) all expenses incurred in connection with the Fund’s use leveraging of Trust's assets through a line of credit, or issuing and maintaining preferred shares; and · (xx) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall include, without implied limitation: · expenses of organizing and maintaining the Fund and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · expenses for servicing shareholder accounts; · any direct charges to shareholders approved by the Trustees of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall include, without implied limitation: · (i) expenses of organizing and maintaining the Fund and continuing its existence; · (ii) registration of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · (iv) auditing, accounting and legal expenses; · (v) taxes and interest; · (vi) governmental fees; · (vii) expenses of issue, sale sale, and redemption of shares; · (viii) fees and expenses of registering registering, qualifying, and qualifying maintaining the Trust, the Fund Fund, and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust on behalf of the Fund with the SEC or any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Fund or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xx) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; and · (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall include, without implied limitation: · , (i) expenses of organizing and maintaining the Fund and continuing its existence; · , (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · , (iv) auditing, accounting and legal expenses; · , (v) taxes and interest; · , (vi) governmental fees; · , (vii) expenses of issue, sale and redemption of shares; · , (viii) expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund and of the Fund’s principal underwriter, if any, as broker-dealer or agent under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · , (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · , (x) expenses of reports to regulatory bodies; · governmental officers and commissions, (xi) insurance expenses; · , (xii) association membership dues; · , (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · , (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · , (xv) expenses for servicing shareholder accounts, (xvi) any direct charges to shareholders approved by the Trustees of the Trust; · , (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed , (xviii) all payments to be made and expenses to be assumed by the Fund pursuant to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with distribution plans adopted by the Fund’s use Trust on behalf of a line the Fund pursuant to Rule 12b-1 under the Investment Company Act of credit; 1940, and · (xix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3Section. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay all its expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund Trust shall include, without implied limitation: · (i) expenses of organizing and maintaining the Fund Trust and continuing its existence; · (ii) registration of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · (iv) auditing, accounting and legal expenses; · (v) taxes and interest; · (vi) governmental fees; · (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale sale, repurchase and redemption (if any) of shares; · expenses of registering and qualifying shares in the Trust, including expenses of conducting tender offers for the Fund purpose of repurchasing Trust shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust with the SEC and any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the FundTrust; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Trust or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · (xviii) any pricing or valuation services employed by the Fund Trust to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xix) any investment advisory, sub-investment advisory or similar management fee payable by the FundTrust; · expenses associated with listing the Fund on one or more securities exchanges; · (xx) all expenses incurred in connection with the FundTrust’s use of a line of credit, other borrowings or leverage; and · (xxi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund Trust shall include, without implied limitation: · limitation (i) expenses of organizing and maintaining the Fund Trust and continuing its existence; · (ii) registration of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · (iv) auditing, accounting and legal expenses; · (v) taxes and interest; · (vi) governmental fees; · , (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale sale, repurchase and redemption (if any) of shares; · expenses shares of registering and qualifying the Trust, including expenses of conducting tender offers for the Fund purpose of repurchasing Trust shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust with the Securities and Exchange Commission (the “SEC”) and any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the FundTrust; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Trust or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) any pricing or valuation services employed by the Fund Trust to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xix) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the FundTrust; · expenses associated with listing the Fund on one or more securities exchanges; · (xx) all expenses incurred in connection with the FundTrust’s use of a line of credit, other borrowings or leverage; and · (xxi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx Citi Management shall pay the entire salaries furnish at its own expense all necessary services, facilities and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this personnel in connection with its responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay from the assets of each Fund all of its own expenses other than those expressly stated allocable to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the that Fund shall includeincluding, without implied limitation: · , organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citi Management; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of organizing independent auditors, legal counsel and maintaining any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent of the Fund Trust; expenses of issuing and continuing its existenceredeeming shares of beneficial interest and servicing shareholder accounts; · commissionsexpenses of preparing, fees typesetting, printing and other mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the acquisition execution, recording and disposition settlement of securities and other investmentssecurity transactions; · auditing, accounting and legal expensesinsurance premiums; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; · any direct charges to shareholders approved by expenses of calculating the Trustees net asset value of the TrustFund (including but not limited to the fees of independent pricing services); · compensation and expenses of Trustees meetings of the Trust who are not members Fund's shareholders; expenses relating to the registration and qualification of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by shares of the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items or extraordinary expenses as may arise, including expenses incurred in connection with litigationthose relating to actions, suits or proceedings and claims to which the Trust on behalf of the Fund may be a party and the legal obligation of which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it It is understood that the Fund will pay all its expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Administrator hereunder, which expenses payable by the Fund shall include, without implied limitation: · expenses of organizing and maintaining the Fund and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale repurchase and redemption (if any) of shares, including all expenses incurred in conducting repurchase and tender offers for the purpose of repurchasing Fund shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda and amendments for such purposes and for distributing the same to shareholders and investorspurposes, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust Fund under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, accounts and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · expenses of listing shares with a stock exchange; any direct charges to shareholders approved by the Trustees of the TrustFund; · compensation and expenses of Trustees of the Trust Fund who are not members of Xxxxx Xxxxx’x the Administrator’s organization; · all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; any pricing or and valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit, or issuing and maintaining preferred shares; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust Fund to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Each Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all of its expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund Trust shall include, without implied limitation: · limitation (i) expenses of organizing and maintaining the Fund Trust and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · (ii) registration of the Trust under the Investment Company Act of 1940; · , (iii) commissions, fees and other expenses connected with the purchase or sale of securities, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, repurchase and redemption of shares, (viii) expenses of registering and qualifying the Trust and its shares under federal and state securities laws and of preparing and printing prospectuses for those purposes and for distributing them to shareholders and investors, and fees and expenses of registering and maintaining registration of the Trust and of the Trust's principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · , (x) expenses of reports to regulatory bodies; · governmental officers and commissions, (xi) insurance expenses; · , (xii) association membership dues; · , (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund Trust (including without limitation safekeeping of funds, securities funds and other investmentssecurities, keeping of books and accounts, accounts and determination of net asset valuesvalue); · , (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · Trust, (xv) expenses for servicing shareholder accounts, (xvi) any direct charges to shareholders approved by the Trustees of the Trust; · , (xvii) compensation of and any expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by Trust, (xviii) the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management administration fee payable to the Trust's administrator, (xix) the charges and expenses of the independent auditors, (xx) the charges and expenses of legal counsel to the Trust and the Trustees, (xxi) distribution fees, if any, paid by a Fund in accordance with Rule 12b-1 under the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; 1940 Act, and · (xxii) such non-recurring nonrecurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx Domini shall pay the entire salaries and fees wages of all of the Trust’s Trustees Trustees, officers and officers employed by Xxxxx Xxxxx and agents who devote part or all of their time to the affairs of Xxxxx XxxxxDomini or its affiliates, and the wages and salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 32. Except as provided The Trust shall pay from the assets of each Fund all of its own expenses allocable to that Fund, including, but not limited to, fees due the Manager under this Agreement; compensation of Trustees who are not “interested persons” of the Trust; organizational costs of the Fund; governmental fees; interest charges; loan commitment fees, taxes and related charges; brokerage fees and commissions; membership dues in industry and professional associations allocable to the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall include, without implied limitation: · Trust; fees and expenses of organizing independent auditors and maintaining accountants, legal counsel and any transfer agent, distributor, shareholder servicing agent, service agent, recordkeeper, registrar or dividend disbursing agent of the Fund Trust or the Fund; expenses of distributing, issuing and continuing its existenceredeeming shares of beneficial interest and servicing shareholder accounts; · commissionsexpenses of preparing, fees typesetting, printing and other mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the acquisition execution, recording and disposition settlement of securities and other investmentsportfolio security transactions; · auditing, accounting and legal expensesinsurance premiums; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; · any direct charges expenses of calculating the net asset value of the Fund (including but not limited to shareholders approved by the Trustees fees of independent pricing services); expenses of meetings of the Trust’s Trustees and the Fund’s shareholders; · compensation expenses relating to the issuance, registration and expenses qualification of Trustees shares of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items or extraordinary expenses as may arise, including expenses incurred in connection with litigationthose relating to actions, suits or proceedings and claims to which the Trust on behalf of the Fund may be a party and the legal obligation of which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all its expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall include, without implied limitation: · (i) expenses of organizing and maintaining the Fund and continuing its existence; · (ii) registration of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · (iv) auditing, accounting and legal expenses; · (v) taxes and interest; · (vi) governmental fees; · (vii) expenses of issue, sale sale, and redemption of shares; · (viii) fees and expenses of registering registering, qualifying, and qualifying maintaining the Trust, the Fund Fund, and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust on behalf of the Fund with the SEC and any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the FundTrust; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Fund or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xx) any investment advisory, sub-investment advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; and · (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it It is understood that the Fund Trust will pay all its expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Administrator hereunder, which expenses payable by the Fund Trust shall include, without implied limitation: · , (i) expenses of organizing and maintaining the Fund Trust and continuing its existence; · , (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition and disposition purchase or sale of securities and other investments; · securities, (iv) auditing, accounting and legal expenses; · , (v) taxes and interest; · , (vi) governmental fees; · , (vii) expenses of issue, sale sale, repurchase and redemption of shares; · , (viii) expenses of registering and qualifying the Trust, the Fund Trust and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda prospectuses for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund Trust and of the Trust's principal underwriter, if any, as a broker-dealer or agent under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · , (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · , (x) expenses of reports to regulatory bodies; · governmental officers and commissions, (xi) insurance expenses; · , (xii) association membership dues; · , (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund Trust (including without limitation safekeeping of funds, securities funds and other investmentssecurities, keeping of books and accounts, accounts and determination of net asset valuesvalue); · , (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · Trust, (xv) expenses for servicing shareholder accounts, (xvi) any direct charges to shareholders approved by the Trustees of the Trust; · , (xvii) compensation of and any expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed Trust, (xviii) all payments to be made and expenses to be assumed by the Fund Trust pursuant to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with distribution plans adopted by the Fund’s use Trust pursuant to Rule 12b-1 under the Investment Company Act of a line of credit; 1940, (xix) the investment advisory fee payable to the Trust's investment adviser, and · (xx) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund Trust shall include, without implied limitation: · , (i) expenses of organizing and maintaining the Fund Trust and continuing its existence; · , (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · , (iv) auditing, accounting and legal expenses; · , (v) taxes and interest; · , (vi) governmental fees; · , (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale sale, repurchase and redemption (if any) of shares in the Trust, including expenses of conducting tender offers for the purpose of repurchasing Trust shares; · , (viii) expenses of registering and qualifying the Trust, the Fund Trust and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes purposes, including amendments, and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund Trust and of the Trust’s principal underwriter, if any, as broker-dealer or agent under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · , (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · , (x) expenses of reports to regulatory bodies; · , (xi) insurance expenses; · , (xii) association membership dues; · , (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · , (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · Trust, (xv) expenses for servicing shareholder accounts, (xvi) any direct charges to shareholders approved by the Trustees of the Trust; · , (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization, (xviii) all payments to be made and expenses to be assumed by the Trust in connection with the distribution of Trust shares; · (xix) any pricing or valuation services employed by the Fund Trust to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · , (xx) any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · Trust, (xxi) all expenses incurred in connection with the FundTrust’s use of a line of credit; , or issuing or maintaining preferred shares, and · (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the TrustCompany’s Trustees Directors and officers employed by Xxxxx Xxxxx and the Adviser or its affiliates who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser or its affiliates, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust Company for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund Company will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the each Fund shall include, without implied limitation: · expenses of organizing and maintaining the Fund and continuing its existence; · registration of the Company under the Investment Company Act of 1940; · commissions, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the TrustCompany, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and books, accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · expenses for servicing shareholder accounts; · any direct charges to shareholders approved by the Trustees Directors of the TrustCompany; · compensation and expenses of Trustees Directors of the Trust Company who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · compensation of the Company’s Administrator; · all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust Company to indemnify its Trustees Directors and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Administrator shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Administrator, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 32. Except as provided in the foregoing sentence, it is understood that the Administrator shall not pay any expenses relating to the Trust or the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall includeincluding, without implied limitation: · expenses of organizing and maintaining the Fund and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale sale, repurchase and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda prospectuses for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, accounts and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · expenses for servicing shareholder accounts; · any direct charges to shareholders approved by the Trustees of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Administrator’s organization; · all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the TrustCompany’s Trustees Directors and officers employed by Xxxxx Xxxxx and the Adviser or its affiliates who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser or its affiliates, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust Company for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund Company will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the each Fund shall include, without implied limitation: · ·expenses of organizing and maintaining the Fund and continuing its existence; · ·registration of the Company under the Investment Company Act of 1940; ·commissions, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · ·auditing, accounting and legal expenses; · ·taxes and interest; · ·governmental fees; · ·expenses of issue, sale and redemption of shares; · ·expenses of registering and qualifying the TrustCompany, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · ·expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · ·expenses of reports to regulatory bodies; · ·insurance expenses; · ·association membership dues; · ·fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and books, accounts, and determination of net asset values); · ·fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · ·expenses for servicing shareholder accounts; ·any direct charges to shareholders approved by the Trustees Directors of the TrustCompany; · ·compensation and expenses of Trustees Directors of the Trust Company who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · ·compensation of the Company’s Administrator; ·all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; ·any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · ·any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · ·all expenses incurred in connection with the Fund’s use of a line of credit; and · ·such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust Company to indemnify its Trustees Directors and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Sub-adviser shall not be required to pay any expenses of the entire salaries and fees Fund. In particular, but without limiting the generality of all the foregoing, the Sub-adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Trust’s Trustees and employees as are officers employed by Xxxxx Xxxxx and who devote part or all employees of their time the Sub-adviser whose services may be involved in providing services to the affairs Fund, for the following expenses of Xxxxx Xxxxx, the Fund: organization and offering expenses of the salaries and Fund (including out-of-pocket expenses); fees of such persons shall not be deemed payable to be any other Fund advisers or consultants; legal expenses incurred by the Trust for purposes Fund; auditing and accounting expenses of this Section 3. Except as provided in the foregoing sentenceFund; interest expenses of the Fund; telephone, it is understood that telex, facsimile, postage and other communications expenses of the Fund; taxes and governmental fees of the Fund; dues and expenses incurred by or with respect to the Fund will pay all expenses other than those expressly stated in connection with membership in investment company trade organizations; cost of insurance relating to be payable by Xxxxx Xxxxx hereunder, which expenses payable by fidelity coverage for the Fund shall include, without implied limitation: · Trust’s officers and employees; fees and expenses of organizing and any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments for maintaining the Fund’s financial books and records and calculating the daily net asset value of the Fund’s shares; other payments for Fund and continuing its existence; · commissionspricing or valuation services to pricing agents, fees accountants, bankers and other specialists, if any; expenses connected with relating to investor and public relations of the acquisition and disposition of securities and other investmentsFund; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsfor sale (if any); · registration freight, insurance and other charges in connection with the shipment of the Trust under Fund securities of the Investment Company Act Fund; brokerage commissions or other costs of 1940; · expenses acquiring or disposing of reports and notices to shareholders and any Fund securities or other assets of meetings the Fund, or of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and entering into other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services transactions or engaging in any investment practices with respect to the Fund; · any direct charges expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to Fund shareholders; expense of preparing and filing Trust’s Registration Statement, costs of Trust stationery; litigation expenses of the Fund; costs of shareholders approved by the Trustees and other meetings of the Trust; · the compensation and all expenses (specifically including travel expenses relating to the Fund’s business) of Trustees officers, trustees and employees of the Trust who are not members interested persons of Xxxxx Xxxxx’x organizationthe Sub-adviser; · and travel expenses (or an appropriate portion thereof) of officers or trustees of the Trust who are officers, directors or employees of the Sub-adviser to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust or any pricing committees thereof or valuation services employed by advisers thereto. The Sub-advisor shall be liable for its own costs, including costs related to necessary investment and management facilities, employee salaries, travel expenses and overhead costs. Notwithstanding the foregoing, the Sub-adviser will reimburse the Manager and/or the Trust for costs associated with generating and distributing any supplement or amendment to the Prospectus or Statement of Additional Information of the Fund (“Supplement”) when the Sub-adviser is given for review a copy of a draft of the Registration Statement of the Trust or any portion thereof or supplement thereto and fails promptly to value disclose to the Manager facts then only known to the Sub-adviser or its investments including primary and comparative valuation services; · any agent employed by personnel relating to the Sub-adviser or the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with that would render the Fund’s use Prospectus or Statement of a line of credit; and · such non-recurring items as may ariseAdditional Information, including any supplements thereto, inaccurate or incomplete. In addition, the Sub-adviser will bear any expenses incurred in connection with litigation, proceedings and claims and the obligation of the Manager or the Trust to indemnify its Trustees and officers with respect theretoarising out of an assignment of this Agreement caused by the Sub-adviser or change in control of the Sub-adviser.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund Trust shall include, without implied limitation: · , (i) expenses of organizing and maintaining the Fund Trust and continuing its existence; · (ii) registration of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · (iv) auditing, accounting and legal expenses; · (v) taxes and interest; · (vi) governmental fees; · (vii) expenses of issue, sale sale, and redemption of sharesinterests; · (viii) fees and expenses of registering registering, qualifying, and qualifying maintaining the Trust, the Fund Trust and its shares interests under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust with the Securities and Exchange Commission (“SEC”) and any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses holders of registering and maintaining registrations of the Fund under state securities laws; · registration of interests in the Trust under the Investment Company Act of 1940(“Holders”); · (ix) expenses of reports and notices to shareholders Holders and of meetings of shareholders Holders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses expenses, and disbursements of custodians and subcustodians for all services to the Fund Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts, and accountsrecords, and determination of net asset values, book capital account balances and tax capital account balances); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder Holder servicing agents and registrars for all services to the FundTrust; · (xv) expenses for servicing the account of Holders; (xvi) any direct charges to shareholders the Trust or Holders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) all payments to be made and expenses to be assumed by the Trust in connection with the distribution of interests in the Trust; (xix) any pricing or valuation services employed by the Fund Trust to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xx) any investment advisory, sub-advisory investment advisory, or similar management fee fees payable by the FundTrust; · expenses associated with listing the Fund on one or more securities exchanges; · (xxi) all expenses incurred in connection with the FundTrust’s use of a line of credit; and · (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers, and officers Holders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx DSI shall pay the entire salaries and fees wages of all of the Trust’s Trustees 's Trustees, officers and officers employed by Xxxxx Xxxxx and agents who devote part or all of their time to the affairs of Xxxxx XxxxxDSI or its affiliates, and the wages and salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 32. Except as provided The Trust shall pay from the assets of each Fund all of its own expenses allocable to that Fund, including, but not limited to, fees due the Manager under this Agreement; compensation of Trustees who are not "interested persons" of the Trust; organizational costs of the Fund; governmental fees; interest charges; loan commitment fees, taxes and related charges; brokerage fees and commissions; membership dues in industry and professional associations allocable to the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall include, without implied limitation: · Trust; fees and expenses of organizing independent auditors and maintaining accountants, legal counsel and any transfer agent, distributor, shareholder servicing agent, service agent, recordkeeper, registrar or dividend disbursing agent of the Fund Trust or the Fund; expenses of distributing, issuing and continuing its existenceredeeming shares of beneficial interest and servicing shareholder accounts; · commissionsexpenses of preparing, fees typesetting, printing and other mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the acquisition execution, recording and disposition settlement of securities and other investmentsportfolio security transactions; · auditing, accounting and legal expensesinsurance premiums; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; · any direct charges expenses of calculating the net asset value of the Fund (including but not limited to shareholders approved by the Trustees fees of independent pricing services); expenses of meetings of the Trust's Trustees and the Fund's shareholders; · compensation expenses relating to the issuance, registration and expenses qualification of Trustees shares of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items or extraordinary expenses as may arise, including expenses incurred in connection with litigationthose relating to actions, suits or proceedings and claims to which the Trust on behalf of the Fund may be a party and the legal obligation of which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Eaxxx Xxxxx Xxxxx shall xhall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Eaxxx Xxxxx Xxxxx and xnd who devote part or all of their time to the affairs of Xxxxx Eaxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Eaxxx Xxxxx Xxxxx hereunderxereunder, which expenses payable by the Fund shall include, without implied limitation: · expenses of organizing and maintaining the Fund and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · any direct charges to shareholders approved by the Trustees of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organizationEaxxx Xaxxx’x xrganization; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund Trust shall include, without implied limitation: · , (i) expenses of organizing and maintaining the Fund Trust and continuing its existence; · , (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · , (iv) auditing, accounting and legal expenses; · , (v) taxes and interest; · , (vi) governmental fees; · , (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale sale, repurchase and redemption (if any) of shares in the Trust, including expenses of conducting tender offers for the purpose of repurchasing Trust shares; · , (viii) expenses of registering and qualifying the Trust, the Fund Trust and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes purposes, including amendments, and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund Trust and of the Trust’s principal underwriter, if any, as broker-dealer or agent under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · , (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · , (x) expenses of reports to regulatory bodies; · governmental officers and commissions, (xi) insurance expenses; · , (xii) association membership dues; · , (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · , (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · Trust, (xv) expenses for servicing shareholder accounts, (xvi) any direct charges to shareholders approved by the Trustees of the Trust; · , (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary organization and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx Citi Management shall pay the entire salaries furnish at its own expense all necessary services, facilities and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this personnel in connection with its responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay from the assets of the Portfolio all of its own expenses other than those expressly stated allocable to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall includePortfolio including, without implied limitation: · , organization costs of the Portfolio; compensation of Trustees who are not "affiliated persons" of Citi Management; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of organizing independent auditors, legal counsel and maintaining any transfer agent, placement agent, investor servicing agent, service agent, registrar or dividend disbursing agent of the Fund Trust; expenses of issuing and continuing its existenceredeeming shares of beneficial interest and servicing investor accounts; · commissionsexpenses of preparing, fees typesetting, printing and other mailing prospectuses, statements of additional information, investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing investors of the Portfolio; expenses connected with the acquisition execution, recording and disposition settlement of securities and other investmentssecurity transactions; · auditing, accounting and legal expensesinsurance premiums; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians custodian for all services to the Fund (Portfolio, including without limitation safekeeping of funds, funds and securities and other investments, keeping of maintaining required books and accounts, and determination ; expenses of calculating the net asset valuesvalue of the Portfolio (including but not limited to the fees of independent pricing services); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services meetings of the Portfolio's investors; expenses relating to the Fund; · any direct charges to shareholders approved by the Trustees registration and qualification of shares of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of creditPortfolio; and · such non-recurring items or extraordinary expenses as may arise, including expenses incurred in connection with litigationthose relating to actions, suits or proceedings and claims to which the Trust on behalf of the Portfolio may be a party and the legal obligation of which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay The Sub-Adviser will bear its own costs of providing services hereunder. Other than as herein specifically indicated, the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons Sub-Adviser shall not be deemed to be responsible for a Fund's or the Adviser's expenses, including brokerage and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments. Specifically, the Sub-Adviser will not be responsible for expenses of a Fund or the Adviser, as the case may be, including, but not limited to, the following: (i) charges and expenses for accounting, pricing and appraisal services and related overhead, including, to the extent such services are performed by personnel of the Sub-Adviser or its affiliates, office space and facilities, and personnel compensation, training and benefits; (ii) the charges and expenses of auditors; (iii) the charges and expenses of any custodian, transfer agent, plan agent, dividend disbursing agent and registrar appointed by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that Fund; (iv) underwriting commissions and issue and transfer taxes chargeable to the Fund will pay in connection with securities transactions to which the Fund is a party; (v) insurance premiums, interest charges, dues and fees for membership in trade associations and all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses taxes and corporate fees payable by the Fund shall includeto federal, without implied limitation: · expenses of organizing and maintaining the Fund and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements state or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any governmental agencies; (vi) fees and expenses of involved in registering and maintaining registrations of the Fund under Fund's shares with federal regulatory agencies, state or blue sky securities lawsagencies and foreign jurisdictions, including the preparation of prospectuses and statements of additional information for filing with such regulatory authorities; · registration of the Trust under the Investment Company Act of 1940; · (vii) all expenses of shareholders' and Board meetings and of preparing, printing and distributing prospectuses, notices, proxy statements and all reports and notices to shareholders and of meetings of shareholders to governmental agencies; (viii) charges and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services legal counsel to the Fund and the Board; (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services ix) any distribution fees paid by the Fund in accordance with Rule 12b-1 promulgated by the Commission pursuant to the Fund1940 Act; · any direct charges to shareholders approved by the Trustees of the Trust; · (x) compensation and expenses of Trustees the Board; (xi) the cost of preparing and printing share certificates; (xii) interest on borrowed money, if any; and (xiii) any other expense that the Fund, the Adviser or any other agent of the Trust who are not members Fund may incur (A) as a result of Xxxxx Xxxxx’x organization; · any pricing a change in the law or valuation services employed regulations, (B) as a result of a mandate from the Board with associated costs of a character generally assumed by similarly structured investment companies or (C) that is similar to the expenses listed above, and that is approved by the Board (including a majority of the Independent Trustees) as being an appropriate expense of the Fund. The Fund to value its investments including primary and comparative valuation services; · or the Adviser, as the case may be, shall reimburse the Sub-Adviser for any agent employed by such expenses or other expenses of the Fund to calculate intraday indicative net asset values; · any investment advisoryor the Adviser, subas may be reasonably incurred by such Sub-advisory or similar management fee payable by the Fund; · expenses associated with listing Adviser on behalf of the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; Adviser. The Sub-Adviser shall keep and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims supply to the Fund and the obligation Adviser adequate records of the Trust to indemnify its Trustees and officers with respect theretoall such expenses.

Allocation of Charges and Expenses. Xxxxx Xxxxx Citi Management shall pay the entire salaries furnish at its own expense all necessary services, facilities and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this personnel in connection with its responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay from the assets of the Trust all of its own expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall includeincluding, without implied limitation: · , organization costs of the Trust; compensation of Trustees who are not "affiliated persons" of Citi Management; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of organizing independent auditors, legal counsel and maintaining any transfer agent, placement agent, investor servicing agent, service agent, registrar or dividend disbursing agent of the Fund Trust; expenses of issuing and continuing its existenceredeeming shares of beneficial interest and servicing investor accounts; · commissionsexpenses of preparing, fees typesetting, printing and other mailing prospectuses, statements of additional information, investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing investors of the Trust; expenses connected with the acquisition execution, recording and disposition settlement of securities and other investmentssecurity transactions; · auditing, accounting and legal expensesinsurance premiums; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians custodian for all services to the Fund (Trust, including without limitation safekeeping of funds, funds and securities and other investments, keeping of maintaining required books and accounts, and determination ; expenses of calculating the net asset valuesvalue of the Trust (including but not limited to the fees of independent pricing services); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services meetings of the Trust's investors; expenses relating to the Fund; · any direct charges to shareholders approved by the Trustees registration and qualification of shares of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items or extraordinary expenses as may arise, including expenses incurred in connection with litigationthose relating to actions, suits or proceedings and claims to which the Trust may be a party and the legal obligation of which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and the Adviser or its affiliates who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser or its affiliates, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the each Fund shall include, without implied limitation: · expenses of organizing and maintaining the Fund and continuing its existence; · registration of the Trust under the Investment Company Act of 1940; · commissions, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and books, accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · expenses for servicing shareholder accounts; · any direct charges to shareholders approved by the Trustees of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · compensation of the Trust’s Administrator; · all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons The Sub-Adviser shall not be deemed required to pay any expenses of the Fund or Trust other than those specifically allocated to the Sub-Adviser in this section 3. In particular, but without limiting the generality of the foregoing, the Sub-Adviser shall not be responsible for any expenses of other series of the Trust or for the following expenses of the Fund or Trust: organization and certain offering expenses of the Fund (including out-of-pocket expenses, but not including the Sub-Adviser's overhead and employee costs); fees payable to the Adviser and Sub-Adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that or with respect to the Fund will pay all expenses other than those expressly stated in connection with membership in investment company trade organizations; cost of insurance relating to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall include, without implied limitation: · expenses of organizing and maintaining the Fund and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying fidelity coverage for the Trust, the Fund 's officers and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any employees; fees and expenses of the Fund's Administrator or of any custodian, subcustodian, transfer agent, fund accounting agent, registrar, or dividend disbursing agent of the Fund; payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates, if any; other expenses in connection with the issuance, offering, distribution or sale of securities issued by the Fund; expenses relating to investor and public relations; expenses of registering and maintaining registrations shares of the Fund under for sale and of compliance with applicable state securities lawsnotice filing requirements; · registration freight, insurance and other charges in connection with the shipment of the Trust under Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Investment Company Act Fund, or of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and entering into other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services transactions or engaging in any investment practices with respect to the Fund; · expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; costs of stationery or other office supplies; any direct charges litigation expenses; costs of shareholders' and other meetings; the compensation and all expenses (specifically including travel expenses relating to shareholders approved by the Fund's business) of officers, Trustees and employees of the TrustTrust who are not "interested persons," as defined in Section 2(a)(19) of the 1940 Act, of the Sub-Adviser; · compensation and travel expenses (or an appropriate portion thereof) of officers or Trustees of the Trust who are not members officers, Trustees or employees of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund Sub-Adviser to value its investments including primary and comparative valuation services; · any agent employed by the Fund extent that such expenses relate to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by attendance at meetings of the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use Board of a line of credit; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation Trustees of the Trust to indemnify its Trustees and officers with respect to matters concerning the Fund, or any committees thereof or advisers thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay The Subadviser will bear its own expenses of providing services hereunder. Other than as specifically indicated herein, the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons Subadviser shall not be deemed to be expenses incurred by responsible for the Trust for purposes of this Section 3. Except as provided in Corporation’s or the foregoing sentenceAdviser’s expenses, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall includeincluding, without implied limitation: · limitation the expenses of organizing and maintaining the Fund Corporation and continuing its existence; · commissionsfees and expenses of Directors and officers of the Corporation; fees for investment advisory services and administrative personnel and services; expenses incurred in the distribution of its shares (“Shares”), including expenses of administrative support services, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issuepreparing and printing its Registration Statements under the Securities Act of 1933, sale as amended, and redemption of sharesthe 1940 Act, and any amendments thereto; · expenses of registering and qualifying the TrustCorporation, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations Shares of the Fund under federal and state securities lawslaws and regulation; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports preparing, printing and notices distributing prospectuses (and any amendments thereto) to shareholders shareholders; interest expense; taxes, fees and commissions of meetings of shareholders and proxy solicitations thereforevery kind; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund issue (including without limitation safekeeping costs of fundsShare certificates), securities purchase, repurchase and other investmentsredemption of Shares including expenses attributable to a program of periodic issue, keeping charges and expenses of books and accountscustodians, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fundregistrars, printing and mailing costs, auditing, accounting and legal expenses; · any direct charges reports to shareholders approved by the Trustees and governmental officers and commissions; expenses of meetings of the TrustBoard and shareholders and proxy solicitations therefore; · compensation insurance expenses; association membership dues and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring nonrecurring items as may arise, including all losses and liabilities incurred in administrating the Corporation and the Fund. The Corporation or the Adviser, as the case may be, shall reimburse the Subadviser for any such expenses or other expenses of the Fund or the Adviser, as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Corporation and the Adviser adequate records of all such expenses. The Subadviser will pay expenses incurred by the Corporation or the Fund for any matters related to any transaction or event caused by the Subadviser that is deemed to result in a change of control of the Subadviser or otherwise result in the assignment of this Agreement under the 1940 Act. The Adviser shall be responsible for any travel costs it incurs in connection with litigation, proceedings and claims and the obligation on-site inspections of the Trust to indemnify its Trustees and officers with respect theretoSubadviser.

Allocation of Charges and Expenses. Xxxxx Xxxxx DSI shall pay the entire salaries furnish at its own expense all necessary services, facilities and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this personnel in connection with its responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay from the assets of each Portfolio all of its own expenses other than those expressly stated allocable to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall includethat Portfolio including, without implied limitation: · , organization costs of the Portfolio; compensation of Trustees who are not "interested persons" of the Trust; governmental fees, including but not limited to Securities and Exchange Commission fees and state "blue sky" fees, if any; interest; loan commitment fees; taxes; brokerage fees and commissions; membership dues in industry and professional associations; fees and expenses of organizing auditors and maintaining accountants, legal counsel and any transfer agent, distributor, shareholder servicing agent, recordkeeper, registrar or dividend disbursing agent of the Fund Trust or the Portfolio; expenses relating to the issuance and continuing its existenceredemption of beneficial interests in the Portfolio and servicing investor accounts; · commissionsexpenses of preparing, fees typesetting, printing and other mailing: registration statements for regulatory purposes and for distribution to current investors, investor reports, notices, proxy statements and reports to governmental officers and commissions and to investors in the Portfolio; expenses connected with the acquisition execution, recording and disposition settlement of securities and other investmentssecurity transactions; · auditing, accounting and legal expensesinsurance premiums; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians custodian for all services to the Fund (Portfolio, including without limitation safekeeping of funds, funds and securities and other investments, keeping of maintaining required books and accounts, and determination ; expenses of calculating the net asset valuesvalue of the Portfolio (including but not limited to the fees of independent pricing services); · fees, expenses and disbursements connected with maintaining the Trust's existence as a New York trust; expenses of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · any direct charges to shareholders approved by the Trustees meetings of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of creditPortfolio's investors; and · such non-recurring items or extraordinary expenses as may arise, including expenses incurred in connection with litigationthose relating to actions, suits or proceedings and claims to which the Trust on behalf of the Portfolio may be party and the legal obligation of which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and the Adviser or its affiliates who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser or its affiliates, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the each Fund shall include, without implied limitation: · ·expenses of organizing and maintaining the Fund and continuing its existence; · ·registration of the Trust under the Investment Company Act of 1940; ·commissions, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · ·auditing, accounting and legal expenses; · ·taxes and interest; · ·governmental fees; · ·expenses of issue, sale and redemption of shares; · ·expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · ·expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · ·expenses of reports to regulatory bodies; · ·insurance expenses; · ·association membership dues; · ·fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and books, accounts, and determination of net asset values); · ·fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · ·expenses for servicing shareholder accounts; ·any direct charges to shareholders approved by the Trustees of the Trust; · ·compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · ·compensation of the Trust’s Administrator; ·all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; ·any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · ·any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · ·all expenses incurred in connection with the Fund’s use of a line of credit; and · ·such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay The Subadviser will bear its own costs of providing services hereunder. Other than as specifically indicated herein, the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons Subadviser shall not be deemed to be expenses incurred by responsible for the Trust for purposes of this Section 3. Except as provided in Corporation’s or the foregoing sentenceAdviser’s expenses, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall includeincluding, without implied limitation: · limitation the expenses of organizing and maintaining the Fund Corporation and continuing its existence; · commissionsfees and expenses of Directors and officers of the Corporation; fees for investment advisory services and administrative personnel and services; expenses incurred in the distribution of its shares (“Shares”), including expenses of administrative support services, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issuepreparing and printing its Registration Statements under the Securities Act of 1933, sale as amended, and redemption of sharesthe 1940 Act, and any amendments thereto; · expenses of registering and qualifying the TrustCorporation, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations Shares of the Fund under federal and state securities lawslaws and regulation; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports preparing, printing and notices distributing prospectuses (and any amendments thereto) to shareholders shareholders; interest expense; taxes, fees and commissions of meetings of shareholders and proxy solicitations thereforevery kind; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund issue (including without limitation safekeeping costs of fundsShare certificates), securities purchase, repurchase and other investmentsredemption of Shares including expenses attributable to a program of periodic issue, keeping charges and expenses of books and accountscustodians, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fundregistrars, printing and mailing costs, auditing, accounting and legal expenses; · any direct charges reports to shareholders approved by the Trustees of the Trustand governmental officers and commissions; · compensation and expenses of Trustees meetings of the Trust who are not members of Xxxxx Xxxxx’x organizationDirectors and shareholders and proxy solicitations therefore; · any pricing or valuation services employed by the Fund to value its investments including primary insurance expenses; association membership dues and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring nonrecurring items as may arise, including expenses all losses and liabilities incurred in connection with litigation, proceedings and claims administrating the Corporation and the obligation Fund. The Corporation or the Adviser, as the case may be, shall reimburse the Subadviser for any such expenses or other expenses of the Trust Fund or the Adviser, as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to indemnify its Trustees the Corporation and officers with respect theretothe Adviser adequate records of all such expenses.

Allocation of Charges and Expenses. Xxxxx Xxxxx Xxxxxx Management shall pay the entire salaries furnish at its own expense all necessary services, facilities and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this personnel in connection with its responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by from the assets of the Fund shall includeall of its own expenses allocable to the Fund including, without implied limitation: · , organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Xxxxx Xxxxxx Management; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of organizing independent auditors, legal counsel and maintaining any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent of the Fund Trust; expenses of issuing and continuing its existenceredeeming shares of beneficial interest and servicing shareholder accounts; · commissionsexpenses of preparing, fees typesetting, printing and other mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the acquisition execution, recording and disposition settlement of securities and other investmentssecurity transactions; · auditing, accounting and legal expensesinsurance premiums; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; · any direct charges to shareholders approved by expenses of calculating the Trustees net asset value of the TrustFund (including but not limited to the fees of independent pricing services); · compensation and expenses of Trustees meetings of the Trust who are not members Fund's Trustees and of Xxxxx Xxxxx’x organizationthe Fund's shareholders; · any pricing or valuation services employed by expenses relating to the Fund to value its investments including primary registration and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by qualification of shares of the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items or extraordinary expenses as may arise, including expenses incurred in connection with litigationthose relating to actions, suits or proceedings and claims to which the Trust on behalf of the Fund may be a party and the legal obligation of which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Administrator shall pay the entire salaries and fees wages of all of the Trust’s Trustees 's Trustees, officers and officers employed by Xxxxx Xxxxx and agents who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Administrator or its affiliates, and the wages and salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will Administrator shall not pay all other expenses other than those expressly stated relating to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall includeTrust including, without implied limitation: · , compensation of Trustees not affiliated with the Administrator; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Trust; fees and expenses of organizing the Trust's independent auditors, of legal counsel and maintaining of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Fund Trust; expenses of distributing and continuing its existenceredeeming Shares and servicing shareholder accounts; · expenses of preparing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to shareholders and governmental officers and commissions, fees ; expenses of preparing and other mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; expenses connected with the acquisition execution, recording and disposition settlement of securities and other investmentsportfolio security transactions; · auditing, accounting and legal expensesinsurance premiums; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians Trust's custodian for all services to the Fund (Trust, including without limitation safekeeping of funds, funds and securities and other investments, keeping of maintaining required books and accounts, and determination ; expenses of calculating the net asset values); · fees, expenses and disbursements value of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · any direct charges to shareholders approved by the Trustees Shares of the Trust; · compensation expenses of shareholder meetings; and expenses relating to the issuance, registration and qualification of Trustees Shares of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect theretoTrust.

Allocation of Charges and Expenses. Xxxxx Xxxxx Xxxxxx Management shall pay the entire salaries furnish at its own expense all necessary services, facilities and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this personnel in connection with its responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay from the assets of each Fund all of its own expenses other than those expressly stated allocable to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the that Fund shall includeincluding, without implied limitation: · , organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Xxxxx Xxxxxx Management; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of organizing independent auditors, legal counsel and maintaining any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent of the Fund Trust; expenses of issuing and continuing its existenceredeeming shares of beneficial interest and servicing shareholder accounts; · commissionsexpenses of preparing, fees typesetting, printing and other mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the acquisition execution, recording and disposition settlement of securities and other investmentssecurity transactions; · auditing, accounting and legal expensesinsurance premiums; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; · any direct charges to shareholders approved by expenses of calculating the Trustees net asset value of the TrustFund (including but not limited to the fees of independent pricing services); · compensation and expenses of Trustees meetings of the Trust who are not members Fund's Trustees and of Xxxxx Xxxxx’x organizationthe Fund's shareholders; · any pricing or valuation services employed by expenses relating to the Fund to value its investments including primary registration and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by qualification of shares of the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items or extraordinary expenses as may arise, including expenses incurred in connection with litigationthose relating to actions, suits or proceedings and claims to which the Trust on behalf of the Fund may be a party and the legal obligation of which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay The Subadviser will bear its own expenses of providing services hereunder. Other than as specifically indicated herein, the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons Subadviser shall not be deemed to be expenses incurred by responsible for the Trust for purposes of this Section 3. Except as provided in Fund’s or the foregoing sentenceAdviser’s expenses, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall includeincluding, without implied limitation: · limitation the expenses of organizing and maintaining the Fund and continuing its existence; · commissionsfees and expenses of Trustees and officers of the Fund; fees for investment advisory services and administrative personnel and services; expenses incurred in the distribution of its shares (“Shares”), including expenses of administrative support services, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issuepreparing and printing its Registration Statements under the Securities Act of 1933, sale as amended, and redemption of sharesthe 1940 Act, and any amendments thereto; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations Shares of the Fund under federal and state securities lawslaws and regulation; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports preparing, printing and notices distributing prospectuses (and any amendments thereto) to shareholders shareholders; interest expense; taxes, fees and commissions of meetings of shareholders and proxy solicitations thereforevery kind; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund issue (including without limitation safekeeping costs of fundsShare certificates), securities purchase, repurchase and other investmentsredemption of Shares including expenses attributable to a program of periodic issue, keeping charges and expenses of books and accountscustodians, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fundregistrars, printing and mailing costs, auditing, accounting and legal expenses; · any direct charges reports to shareholders approved by the Trustees and governmental officers and commissions; expenses of meetings of the TrustBoard and shareholders and proxy solicitations therefore; · compensation insurance expenses; association membership dues and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring nonrecurring items as may arise, including all losses and liabilities incurred in administrating the Fund. The Fund or the Adviser, as the case may be, shall reimburse the Subadviser for any such expenses or other expenses of the Fund or the Adviser, as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Fund and the Adviser adequate records of all such expenses. The Subadviser will pay expenses incurred by the Fund for any matters related to any transaction or event caused by the Subadviser that is deemed to result in a change of control of the Subadviser or otherwise result in the assignment of this Agreement under the 1940 Act. The Adviser shall be responsible for any travel costs it incurs in connection with litigation, proceedings and claims and the obligation on-site inspections of the Trust to indemnify its Trustees and officers with respect theretoSubadviser.

Allocation of Charges and Expenses. Xxxxx Xxxxx Citi Management shall pay the entire salaries furnish at its own expense all necessary services, facilities and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this personnel in connection with its responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay from the assets of the Trust all of its own expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall includeincluding, without implied limitation: · , organization costs of the Trust; compensation of Trustees who are not "affiliated persons" of Citi Management; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of organizing independent auditors, legal counsel and maintaining any transfer agent, placement agent, investor servicing agent, service agent, registrar or dividend disbursing agent of the Fund Trust; expenses of issuing and continuing its existenceredeeming shares of beneficial interest and servicing investor accounts; · commissionsexpenses of preparing, fees typesetting, printing and other mailing prospectuses, statements of additional information, investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing investors of the Trust; expenses connected with the acquisition execution, recording and disposition settlement of securities and other investmentssecurity transactions; · auditing, accounting and legal expensesinsurance premiums; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians custodian for all services to the Fund (Trust, including without limitation safekeeping of funds, funds and securities and other investments, keeping of maintaining required books and accounts, and determination ; expenses of calculating the net asset valuesvalue of the Trust (including but not limited to the fees of independent pricing services); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · any direct charges to shareholders approved by the Trustees meetings of the Trust's investors; · compensation expenses relating to the registration and expenses qualification of Trustees of interests in the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of creditTrust; and · such non-recurring items or extraordinary expenses as may arise, including expenses incurred in connection with litigationthose relating to actions, suits or proceedings and claims to which the Trust may be a party and the legal obligation of which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay The Subadviser will bear its own costs of providing services hereunder. Other than as specifically indicated herein the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons Subadviser shall not be deemed to be expenses incurred by responsible for the Trust for purposes of this Section 3. Except as provided in Corporation's or the foregoing sentenceAdviser's expenses, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall includeincluding, without implied limitation: · , the expenses of organizing and maintaining the Fund Corporation and continuing its existence; · commissionsfees and expenses of Directors and officers of the Corporation; fees for investment advisory services and administrative personnel and services; expenses incurred in the distribution of its shares ("Shares"), including expenses of administrative support services, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issuepreparing and printing its Registration Statements under the Securities Act of 1933 and the 1940 Act, sale and redemption of shares; · any amendments thereto, expenses of registering and qualifying the TrustCorporation, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations Shares of the Fund under federal and state securities lawslaws and regulation; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports preparing, printing and notices distributing prospectuses (and any amendments thereto) to shareholders shareholders, interest expense taxes, fees and commissions of meetings of shareholders and proxy solicitations therefor; · every kind, expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund issue (including without limitation safekeeping cost of fundsShare certificates), securities purchase, repurchase and other investmentsredemption of Shares including expenses attributable to a program of periodic issue, keeping charges and expenses of books and accountscustodians, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fundregistrars, printing and mailing costs, auditing, accounting and legal expenses; · any direct charges reports to shareholders approved by the Trustees of the Trustand governmental officers and commissions; · compensation and expenses of Trustees meetings of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary Directors and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred shareholders and proxy solicitations in connection with the Fund’s use of a line of creditsuch meetings; insurance expenses; association membership dues and · such non-recurring nonrecurring items as may arise, including expenses all losses and liabilities incurred in connection with litigation, proceedings and claims administrating the Corporation and the obligation Fund. The Corporation or the Adviser, as the case may be, shall reimburse the Subadviser for any such expenses or other expenses of the Trust Fund or the Adviser, as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to indemnify its Trustees the Corporation and officers with respect theretothe Adviser adequate records of all such expenses.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay The Subadviser will bear its own expenses of providing services hereunder. Other than as specifically indicated herein, the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons Subadviser shall not be deemed to be expenses incurred by responsible for the Trust for purposes of this Section 3. Except as provided in Corporation’s or the foregoing sentenceAdviser’s expenses, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall includeincluding, without implied limitation: · limitation the expenses of organizing and maintaining the Fund Corporation and continuing its existence; · commissionsfees and expenses of Directors and officers of the Corporation; fees for investment advisory services and administrative personnel and services; expenses incurred in the distribution of its shares (“Shares”), including expenses of administrative support services, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issuepreparing and printing its Registration Statements under the Securities Act of 1933, sale as amended, and redemption of sharesthe 1940 Act, and any amendments thereto; · expenses of registering and qualifying the TrustCorporation, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations Shares of the Fund under federal and state securities lawslaws and regulation; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports preparing, printing and notices distributing prospectuses (and any amendments thereto) to shareholders shareholders; interest expense; taxes, fees and commissions of meetings of shareholders and proxy solicitations thereforevery kind; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund issue (including without limitation safekeeping cost of fundsShare certificate), securities purchase, repurchase and other investmentsredemption of Shares including expenses attributable to a program of periodic issue, keeping charges and expenses of books and accountscustodians, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fundregistrars, printing and mailing costs, auditing, accounting and legal expenses; · any direct charges reports to shareholders approved by the Trustees and governmental officers and commissions; expenses of meetings of the TrustBoard and shareholders and proxy solicitations therefore; · compensation insurance expenses; association membership dues and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring nonrecurring items as may arise, including all losses and liabilities incurred in administrating the Corporation and the Fund. The Corporation or the Adviser, as the case may be, shall reimburse the Subadviser for any such expenses or other expenses of the Fund or the Adviser, as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Corporation and the Adviser adequate records of all such expenses. The Subadviser will pay expenses incurred by the Corporation or the Fund for any matters related to any transaction or event that is deemed to result in a change of control of the Subadviser or otherwise result in the assignment of this Agreement under the 1940 Act. The Adviser shall be responsible for any travel costs it incurs in connection with litigation, proceedings and claims and the obligation on-site inspections of the Trust to indemnify its Trustees and officers with respect theretoSubadviser.

Allocation of Charges and Expenses. Xxxxx Xxxxx DSI shall pay the entire salaries furnish at its own expense all necessary services, facilities and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this personnel in connection with its responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay all of its own expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall includeincluding, without implied limitation: · , organization costs of the Trust; compensation of Trustees who are not "interested persons" of the Trust; governmental fees, including but not limited to Securities and Exchange Commission fees and state "blue sky" fees, if any; interest expense; loan commitment fees; taxes; brokerage fees and commissions; membership dues in industry and professional associations; fees and expenses of organizing auditors and maintaining accountants, legal counsel and any transfer agent, distributor, shareholder servicing agent, recordkeeper, registrar or dividend disbursing agent of the Trust; expenses relating to the issuance and redemption of shares of beneficial interest of the Fund and continuing its existenceservicing shareholder accounts; · commissionsexpenses of preparing, fees typesetting, printing and other mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to shareholders of the Fund; expenses connected with the acquisition execution, recording and disposition settlement of securities and other investmentssecurity transactions; · auditing, accounting and legal expensesinsurance premiums; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; · any direct charges to shareholders approved by expenses of calculating the Trustees net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses connected with maintaining the Trust's existence as a Massachusetts business trust; · compensation and expenses of Trustees meetings of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit's shareholders; and · such non-recurring items or extraordinary expenses as may arise, including expenses incurred in connection with litigationthose relating to actions, suits or proceedings and claims to which the Trust on behalf of the Fund may be party and the legal obligation of which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall include, without implied limitation: · expenses of organizing and maintaining the Fund and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes Taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · expenses for servicing shareholder accounts; · any direct charges to shareholders approved by the Trustees of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it It is understood that the Fund BRC will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Manager hereunder, which expenses payable by the Fund BRC shall include, without implied limitation: · , (i) expenses of organizing and maintaining the Fund BRC and continuing its existence; · , (ii) commissions, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities Real Estate Assets and other investments; · , (iii) auditing, accounting and legal expenses; · taxes , (iv) taxes, interest and interest; · borrowing costs, (v) governmental fees; · , (vi) expenses of offering, issue, sale sale, transfer and redemption of shares; · BRC securities, (vii) expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements private placement (or other offering statements or informational) memoranda and subscription documents for such purposes and for distributing the same to shareholders investors and investorsdonees, and any fees and (viii) expenses of registering reports, notices and maintaining registrations other communications to stockholders of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · BRC, (ix) insurance expenses; · association membership dues; · , (x) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund BRC (including including, without limitation limitation, safekeeping of funds, securities Real Estate Assets and other investments, keeping of books books, accounts and accountsrecords, and determination calculation of net asset valuesthe value of BRC's assets); · , (xi) fees, expenses and disbursements of transfer agents, dividend distribution disbursing agents, shareholder investor servicing agents and registrars for all services to BRC, (xii) expenses for servicing the Fund; · any direct charges to shareholders approved by the Trustees accounts of stockholders of BRC, (xiii) compensation of the Trust; · compensation Manager, (xiv) expenses of soliciting stockholder consents and holding meetings of stockholders, (xv) the commissions, fees, costs and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing stated to be paid or valuation services employed reimbursed by the Fund BRC in BRC's private placement (or informational) memorandum as supplemented from time to value its investments including primary time, and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · (xvi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust BRC to indemnify its Trustees and officers with respect theretopersons pursuant to the Charter or by-laws of BRC or other contractual arrangements.

Allocation of Charges and Expenses. Xxxxx Exxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s 's Trustees and officers employed by Xxxxx Exxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Exxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Exxxx Xxxxx hereunder, which expenses payable by the Fund shall include, without implied limitation: · * expenses of organizing and maintaining the Fund and continuing its existence; · * commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · * auditing, accounting and legal expenses; · * taxes and interest; · * governmental fees; · * expenses of issue, sale and redemption of shares; · * expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · * registration of the Trust under the Investment Company Act of 1940; · * expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · * expenses of reports to regulatory bodies; · * insurance expenses; · * association membership dues; · * fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · * fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · * expenses for servicing shareholder accounts; * any direct charges to shareholders approved by the Trustees of the Trust; · * compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x Exxxx Vxxxx'x organization; · * all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; * any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · * any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · * all expenses incurred in connection with the Fund’s 's use of a line of credit; and · * such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time It is understood that, pursuant to the affairs of Xxxxx XxxxxAdvisory Agreement, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunderthe Sub-Adviser hereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Fund shall include, without implied limitation: , · expenses of organizing and maintaining the Fund and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 19401940 Act; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; . · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · expenses for servicing shareholder accounts; · any direct charges to shareholders approved by the Trustees of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay The Subadviser will bear its own expenses incurred in connection with providing services hereunder. Other than as specifically indicated herein, the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons Subadviser shall not be deemed to be expenses incurred by responsible for the Trust for purposes of this Section 3. Except as provided in Corporation’s or the foregoing sentenceAdviser’s expenses, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall includeincluding, without implied limitation: · limitation the expenses of organizing and maintaining the Fund Corporation and continuing its existence; · commissionsfees and expenses of the directors and officers of the Corporation; fees for investment advisory services and administrative personnel and services; expenses incurred in the distribution of its shares (“Shares”), including expenses of administrative support services, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issuepreparing and printing its registration statements under the 1933 Act, sale and redemption of sharesthe 1940 Act, and any amendments thereto; · expenses of registering and qualifying the TrustCorporation, the each Fund, and Shares of each Fund and its shares under federal securities and state laws and regulation; expenses of preparing preparing, printing, and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same Prospectus to shareholders shareholders; interest expense; taxes and investorsfees of every kind; costs of acquiring and disposing of Investments, including but not limited to brokers’ commissions, dealers’ markups and any issue or transfer taxes chargeable in connection with a Fund’s transactions; expenses of issue (including costs of Share certificates), purchase, repurchase, and any fees redemption of Shares including expenses attributable to a program of periodic issue, charges and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · feescustodians, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fundregistrars, printing and mailing costs, auditing, accounting, and legal expenses; · any direct charges reports to shareholders approved by the Trustees and governmental officers and commissions; expenses of meetings of the TrustBoard and shareholders and proxy solicitations therefor; · compensation insurance expenses; association membership dues and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring nonrecurring items as may arise, including all losses and liabilities incurred in administrating the Corporation and each Fund. The Corporation or the Adviser, as the case may be, shall reimburse the Subadviser for any such expenses or other expenses of each Fund or the Adviser, as may be reasonably incurred by such Subadviser on behalf of a Fund or the Adviser. The Subadviser shall keep and supply to the Corporation and the Adviser adequate records of all such expenses. The Subadviser will pay expenses incurred by the Corporation or a Fund for any matters related to any transaction or event caused by the Subadviser that is deemed to result in connection with litigation, proceedings and claims and the obligation a change of control of the Trust Subadviser or otherwise result in the assignment of this Agreement under the 1940 Act. In addition, the Subadviser shall pay the expenses relating to indemnify its Trustees and officers with respect theretocosts of any special meeting of directors or shareholders of a Fund convened for the primary benefit of the Subadviser; provided, however, that the Subadviser shall only have to pay the reasonable portion of such expenses that relate to matters for the primary benefit of the Subadviser.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund shall include, without implied limitation: · expenses of organizing and maintaining the Fund and continuing its existence; · registration of the Trust under the Investment Company Act of 1940; · commissions, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and books, accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · expenses for servicing shareholder accounts; · any direct charges to shareholders approved by the Trustees of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries (a) The Adviser will be responsible for all of its operating expenses incurred in connection with performing its services under this Agreement, including expenses and fees of all for officers and employees of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all Adviser connected with management of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall Fund. The Adviser will not be deemed required to be pay any investment advisory related expenses incurred by of the Trust for purposes Fund other than those specifically allocated to it in this paragraph. In particular, but without limiting the generality of this Section 3. Except as provided in the foregoing sentenceforegoing, it is understood that the Fund will pay be responsible for all of its expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunderincluding its portion of Trust expenses, which including but not limited to: fees and expenses payable by incurred in connection with the Fund shall includeissuance, without implied limitation: · expenses registration and transfer of organizing and maintaining the Fund and continuing its existenceshares; · brokerage, commissions, spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investmentsinvestments including placement and similar fees in connection with direct placements entered into on behalf of the Fund; · auditing, accounting risk management software and legal expenseslicensing costs which benefit the Fund; · taxes and interest; · governmental fees; · all expenses of issuetransfer, sale receipt, safekeeping, servicing and redemption accounting for the cash, securities and other property of shares; · expenses the Trust for the benefit of registering and qualifying the TrustFund, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any including all fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agentsits custodian, shareholder servicing agents services agent and registrars for all accounting services to the Fundagent; · any direct charges to shareholders approved by the Trustees of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with borrowings including interest charges; costs and expenses of pricing and calculating its daily net asset value and of maintaining its books of account required under the 1940 Act; taxes, if any; a pro rata portion of expenditures in connection with meetings of the Fund’s use shareholders and the Board of a line Trustees that are properly payable by the Fund; salaries and expenses of creditofficers of the Trust including without limitation the Trust’s Chief Compliance Officer if determined appropriate by the Board of Trustees, and fees and expenses of members of the Board of Trustees or members of any advisory board or committee who are not members of, affiliated with or interested persons of the Adviser; insurance premiums on property or personnel of the Fund which inure to its benefit, including liability and fidelity bond insurance; the cost of preparing and printing reports, proxy statements, prospectuses and statements of additional information of the Fund or other communications for distribution to existing shareholders; legal, auditing and accounting fees; governmental fees, all or any portion of trade association dues or educational program expenses determined appropriate by the Board of Trustees; fees and expenses (including legal fees) of registering and maintaining registration of its shares for sale under federal and applicable state and foreign securities laws; all expenses of maintaining and servicing shareholder accounts, including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Fund, if any; and · such all other charges and costs of its operation plus any extraordinary and non-recurring items as may ariseexpenses, including expenses incurred in connection with litigation, proceedings and proceedings, claims and indemnification obligations to its directors, officers and shareholders, except as herein otherwise prescribed. Notwithstanding the obligation foregoing, the Adviser shall be responsible for all the costs associated with any special meetings of the Trust or shareholders convened due to indemnify its Trustees a change of control of the Adviser (including, but not limited to, the legal fees associated with preparing a proxy statement and officers with respect theretoassociated mailing and solicitation costs).

Allocation of Charges and Expenses. Xxxxx Xxxxx DSI shall pay the entire salaries and fees wages of all of the Trust’s Trustees Trustees, officers and officers employed by Xxxxx Xxxxx and agents who devote part or all of their time to the affairs of Xxxxx XxxxxDSI or its affiliates, and the wages and salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 32. Except as provided The Trust shall pay from the assets of each Fund all of its own expenses allocable to that Fund, including, but not limited to, fees due the Manager under this Agreement; compensation of Trustees who are not “interested persons” of the Trust; organizational costs of the Fund; governmental fees; interest charges; loan commitment fees, taxes and related charges; brokerage fees and commissions; membership dues in industry and professional associations allocable to the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall include, without implied limitation: · Trust; fees and expenses of organizing independent auditors and maintaining accountants, legal counsel and any transfer agent, distributor, shareholder servicing agent, service agent, recordkeeper, registrar or dividend disbursing agent of the Fund Trust or the Fund; expenses of distributing, issuing and continuing its existenceredeeming shares of beneficial interest and servicing shareholder accounts; · commissionsexpenses of preparing, fees typesetting, printing and other mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the acquisition execution, recording and disposition settlement of securities and other investmentsportfolio security transactions; · auditing, accounting and legal expensesinsurance premiums; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; · any direct charges expenses of calculating the net asset value of the Fund (including but not limited to shareholders approved by the Trustees fees of independent pricing services); expenses of meetings of the Trust’s Trustees and the Fund’s shareholders; · compensation expenses relating to the issuance, registration and expenses qualification of Trustees shares of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items or extraordinary expenses as may arise, including expenses incurred in connection with litigationthose relating to actions, suits or proceedings and claims to which the Trust on behalf of the Fund may be a party and the legal obligation of which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx BISYS shall pay bear its own expenses in connection with the entire salaries performance of its duties and fees of all responsibilities hereunder, except as provided herein; provided, however, that VCM shall reimburse BISYS for its reasonable travel and related expenses incurred in attending meetings of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall include, without implied limitation: · expenses of organizing and maintaining the Fund and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · any direct charges to shareholders approved by the Trustees of the Trust; · compensation and expenses Boards of Trustees of the Trust Trusts (the “Boards”) in its capacity as sub-administrator and sub-fund accountant. 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 all compensation, if any, of officers of the Trusts who are its own officers, employees or directors or who are officers employees or directors of its affiliated entities. Unless otherwise specifically provided herein, BISYS shall not members be obligated to pay the compensation of Xxxxx Xxxxx’x organization; · any pricing employee or valuation services employed agent of the Trusts (who is not an officer employee or director of BISYS or its affiliated entities) retained by the Boards. BISYS will not be responsible for paying any other expenses incurred in the operation of the Funds that are not otherwise allocated herein, 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 (the “SAI”), proxy solicitation material and notices to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisoryexisting Shareholders, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with issuing and redeeming shares of beneficial interest in the Fund’s use Funds (“Shares”), the cost of a line custodial services, transfer and dividend disbursing agents’ fees, the cost of credit; initial and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation ongoing registration of the Shares under federal and state securities laws, fees and out-of-pocket expenses of Trustees who are not affiliated persons of BISYS or any affiliate of BISYS, Trust to indemnify its Trustees meetings, insurance, interest, brokerage costs and officers with respect theretocommissions, if any, litigation and other extraordinary or nonrecurring expenses, and all fees and charges of investment advisers.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund Trust shall include, without implied limitation: · limitation (i) expenses of organizing and maintaining the Fund Trust and continuing its existence; · (ii) registration of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · (iv) auditing, accounting and legal expenses; · (v) taxes and interest; · (vi) governmental fees; · , (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale sale, repurchase and redemption (if any) of shares; · expenses shares of registering and qualifying the Trust, including expenses of conducting tender offers for the Fund purpose of repurchasing Trust shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust with the Securities and Exchange Commission (the “SEC”) and any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the FundTrust; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Trust or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) any pricing or valuation services employed by the Fund Trust to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xix) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the FundTrust; · expenses associated with listing the Fund on one or more securities exchanges; · (xx) all expenses incurred in connection with the FundTrust’s use of a line of credit, other borrowings or leverage; and · (xxi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.. XXXXX XXXXX TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall include, without implied limitation: · expenses of organizing and maintaining the Fund and continuing its existence; 017_0256 · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes Taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · expenses for servicing shareholder accounts; · any direct charges to shareholders approved by the Trustees of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.. 017_0256

Allocation of Charges and Expenses. Xxxxx Xxxxx Eaton Vance shall pay the entire salaries and fees of all of the Trust’s Trustees Txxxx'x Xxxxtees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx XxxxxEaton Vance, and the salaries and fees of such persons shall not be deemed xxx xx xxxmed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx Eaton Vance hereunder, which expenses payable by the Fund shall includeinxxxxx, without xxxxout implied limitation: · , (i) expenses of organizing and maintaining the Fund and continuing its existence; · , (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · , (iv) auditing, accounting and legal expenses; · , (v) taxes and interest; · , (vi) governmental fees; · , (vii) expenses of issue, sale and redemption of shares; · , (viii) expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund and of the Fund's principal underwriter, if any, as broker-dealer or agent under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · , (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · , (x) expenses of reports to regulatory bodies; · governmental officers and commissions, (xi) insurance expenses; · , (xii) association membership dues; · , (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · , (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · , (xv) expenses for servicing shareholder accounts, (xvi) any direct charges to shareholders approved by the Trustees of the Trust; · , (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x Eaton Vance's organization; · any pricing or valuation services employed , (xviii) all payments to be made and xxxxxsex xx xx assumed by the Fund pursuant to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with distribution plans adopted by the Fund’s use Trust on behalf of a line the Fund pursuant to Rule 12b-1 under the Investment Company Act of credit; 1940, and · (xix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx SBAM shall pay the entire salaries furnish at its own expense all necessary services, facilities and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this personnel in connection with its responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by from the assets of the Fund shall includeall of its own expenses allocable to the Fund including, without implied limitation: · , organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of SBAM; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of organizing independent auditors, legal counsel and maintaining any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent of the Fund Trust; expenses of issuing and continuing its existenceredeeming shares of beneficial interest and servicing shareholder accounts; · commissionsexpenses of preparing, fees typesetting, printing and other mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the acquisition execution, recording and disposition settlement of securities and other investmentssecurity transactions; · auditing, accounting and legal expensesinsurance premiums; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; · any direct charges to shareholders approved by expenses of calculating the Trustees net asset value of the TrustFund (including but not limited to the fees of independent pricing services); · compensation and expenses of Trustees meetings of the Trust who are not members Fund's Trustees and of Xxxxx Xxxxx’x organizationthe Fund's shareholders; · any pricing or valuation services employed by expenses relating to the Fund to value its investments including primary registration and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by qualification of shares of the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items or extraordinary expenses as may arise, including expenses incurred in connection with litigationthose relating to actions, suits or proceedings and claims to which the Trust on behalf of the Fund may be a party and the legal obligation of which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund shall include, without implied limitation: · , (i) expenses of organizing and maintaining the Fund and continuing its existence; · , (ii) registration of the Trust under the 1940 Act, (iii) commissions, XXXXX XXXXX NEW JERSEY MUNICIPAL INCOME FUND spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · , (iv) auditing, accounting and legal expenses; · , (v) taxes and interest; · , (vi) governmental fees; · , (vii) expenses of issue, sale sale, and redemption of shares; · , (viii) fees and expenses of registering registering, qualifying and qualifying maintaining the Trust, the Fund and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust on behalf of the Fund with the Securities and Exchange Commission (the “SEC”) or any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Fund or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares, (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xx) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · , (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; , and · (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx Smith Barney Management shall pay the entire salaries furnish at its own expense all necessary xxxxxxxx, xacilities and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this personnel in connection with its responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay from the assets of each Fund all of its own expenses other than those expressly stated allocable to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the that Fund shall includeincluding, without implied limitation: · , organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Smith Barney Management; governmental fees; interest charges; brokeragx xxxx xxx xommissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of organizing independent auditors, legal counsel and maintaining any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent of the Fund Trust; expenses of issuing and continuing its existenceredeeming shares of beneficial interest and servicing shareholder accounts; · commissionsexpenses of preparing, fees typesetting, printing and other mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the acquisition execution, recording and disposition settlement of securities and other investmentssecurity transactions; · auditing, accounting and legal expensesinsurance premiums; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; · any direct charges to shareholders approved by expenses of calculating the Trustees net asset value of the TrustFund (including but not limited to the fees of independent pricing services); · compensation and expenses of Trustees meetings of the Trust who are not members Fund's Trustees and of Xxxxx Xxxxx’x organizationthe Fund's shareholders; · any pricing or valuation services employed by expenses relating to the Fund to value its investments including primary registration and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by qualification of shares of the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items or extraordinary expenses as may arise, including expenses incurred in connection with litigationthose relating to actions, suits or proceedings and claims to which the Trust on behalf of the Fund may be a party and the legal obligation of which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund shall include, without implied limitation: · , (i) expenses of organizing and maintaining the Fund and continuing its existence; · , (ii) registration of the Trust under the 1940 Act, (iii) commissions, XXXXX XXXXX SPECIAL EQUITIES FUND spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · , (iv) auditing, accounting and legal expenses; · , (v) taxes and interest; · , (vi) governmental fees; · , (vii) expenses of issue, sale sale, and redemption of shares; · , (viii) fees and expenses of registering registering, qualifying and qualifying maintaining the Trust, the Fund and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust on behalf of the Fund with the Securities and Exchange Commission (the “SEC”) or any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Fund or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares, (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xx) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · , (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; , and · (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it It is understood that the Fund will pay all its expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Administrator hereunder, which expenses payable by the Fund shall include, without implied limitation: · expenses of organizing and maintaining the Fund and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale repurchase and redemption (if any) of shares, including all expenses incurred in conducting repurchase and tender offers for the purpose of repurchasing Fund shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda and amendments for such purposes and for distributing the same to shareholders and investorspurposes, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust Fund under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, accounts and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · expenses of listing shares with a stock exchange; 021_0066 · any direct charges to shareholders approved by the Trustees of the TrustFund; · compensation and expenses of Trustees of the Trust Fund who are not members of Xxxxx Xxxxx’x the Administrator’s organization; · all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; · any pricing or and valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit, or issuing and maintaining preferred shares; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust Fund to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx CRM or its affiliates shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx CRM or its affiliates and who devote part or all of their time to the affairs of Xxxxx XxxxxCRM, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx CRM hereunder, which expenses payable by the Fund shall include, without implied limitation: · expenses of organizing and maintaining the Fund and continuing its existence; · commissions, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 19401940 Act; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians sub-custodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and books, accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · any direct charges to shareholders approved by the Trustees of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x CRM’s organization; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund shall include, without implied limitation: · , (i) expenses of organizing and maintaining the Fund and continuing its existence; · , (ii) registration of the Trust under the 1940 Act, (iii) commissions, XXXXX XXXXX TAX-MANAGED GROWTH FUND 1.2 spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · , (iv) auditing, accounting and legal expenses; · , (v) taxes and interest; · , (vi) governmental fees; · , (vii) expenses of issue, sale sale, and redemption of shares; · , (viii) fees and expenses of registering registering, qualifying and qualifying maintaining the Trust, the Fund and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust on behalf of the Fund with the Securities and Exchange Commission (the “SEC”) or any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Fund or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares, (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xx) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · , (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; , and · (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx Smith Barney Management shall pay the entire salaries furnish at its own expense all necessxxx xxxxxxxx, facilities and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this personnel in connection with its responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by from the assets of the Fund shall includeall of its own expenses allocable to the Fund including, without implied limitation: · , organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Smith Barney Management; governmental fees; interest charges; brokexxxx xxxx xxd commissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of organizing independent auditors, legal counsel and maintaining any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent of the Fund Trust; expenses of issuing and continuing its existenceredeeming shares of beneficial interest and servicing shareholder accounts; · commissionsexpenses of preparing, fees typesetting, printing and other mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the acquisition execution, recording and disposition settlement of securities and other investmentssecurity transactions; · auditing, accounting and legal expensesinsurance premiums; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; · any direct charges to shareholders approved by expenses of calculating the Trustees net asset value of the TrustFund (including but not limited to the fees of independent pricing services); · compensation and expenses of Trustees meetings of the Trust who are not members Fund's Trustees and of Xxxxx Xxxxx’x organizationthe Fund's shareholders; · any pricing or valuation services employed by expenses relating to the Fund to value its investments including primary registration and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by qualification of shares of the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items or extraordinary expenses as may arise, including expenses incurred in connection with litigationthose relating to actions, suits or proceedings and claims to which the Trust on behalf of the Fund may be a party and the legal obligation of which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Administrator shall pay the entire salaries and fees of all of the Trust’s 's Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Administrator, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 32. Except as provided in the foregoing sentence, it is understood that the Administrator shall not pay any expenses relating to the Trust or the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall includeincluding, without implied limitation: · * expenses of organizing and maintaining the Fund and continuing its existence; · * commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · * auditing, accounting and legal expenses; · * taxes and interest; · * governmental fees; · * expenses of issue, sale sale, repurchase and redemption of shares; · * expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda prospectuses for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · * registration of the Trust under the Investment Company Act of 1940; · * expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · * expenses of reports to regulatory bodies; · * insurance expenses; · * association membership dues; · * fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, accounts and determination of net asset values); · * fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · * expenses for servicing shareholder accounts; * any direct charges to shareholders approved by the Trustees of the Trust; · * compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Administrator's organization; · * all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; * any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · * any investment advisory, sub-sub- advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · * all expenses incurred in connection with the Fund’s 's use of a line of credit; and · * such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund Trust shall include, without implied limitation: · limitation (i) expenses of organizing and maintaining the Fund Trust and continuing its existence; · (ii) registration of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · (iv) auditing, accounting and legal expenses; · (v) taxes and interest; · (vi) governmental fees; · , (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale sale, repurchase and redemption (if any) of shares; · expenses shares of registering and qualifying the Trust, including expenses of conducting tender offers for the Fund purpose of repurchasing Trust shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust with the Securities and Exchange Commission (the “SEC”) and any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the FundTrust; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Trust or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) any pricing or valuation services employed by the Fund Trust to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xix) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the FundTrust; · expenses associated with listing the Fund on one or more securities exchanges; · (xx) all expenses incurred in connection with the FundTrust’s use of a line of credit, other borrowings or leverage; and · (xxi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.. XXXXX XXXXX TAX-ADVANTAGED GLOBAL DIVIDEND INCOME FUND

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund shall include, without implied limitation: · , (i) expenses of organizing and maintaining the Fund and continuing its existence; · , (ii) registration of the Trust under the 1940 Act, (iii) commissions, spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of XXXXX XXXXX TAX-MANAGED GROWTH FUND 1.1 securities and other investments; · , (iv) auditing, accounting and legal expenses; · , (v) taxes and interest; · , (vi) governmental fees; · , (vii) expenses of issue, sale sale, and redemption of shares; · , (viii) fees and expenses of registering registering, qualifying and qualifying maintaining the Trust, the Fund and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust on behalf of the Fund with the Securities and Exchange Commission (the “SEC”) or any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Fund or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares, (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xx) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · , (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; , and · (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which XXXXX XXXXX STOCK NEXTSHARES expenses payable by the Fund shall include, without implied limitation: · (i) expenses of organizing and maintaining the Fund and continuing its existence; · (ii) registration of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · (iv) auditing, accounting and legal expenses; · (v) taxes and interest; · (vi) governmental fees; · (vii) expenses of issue, sale sale, and redemption of shares; · (viii) fees and expenses of registering registering, qualifying, and qualifying maintaining the Trust, the Fund Fund, and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust on behalf of the Fund with the SEC or any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Fund or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · (xx) any agent employed by the Fund to calculate intraday indicative net asset values; · assets (xxi) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · (xxii) all expenses incurred in connection with the Fund’s use of a line of credit; and · (xxiii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund Trust shall include, without implied limitation: · (i) expenses of organizing and maintaining the Fund Trust and continuing its existence; · (ii) registration of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · (iv) auditing, accounting and legal expenses; · (v) taxes and interest; · (vi) governmental fees; · (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale sale, repurchase and redemption (if any) of shares; · expenses of registering and qualifying shares in the Trust, including expenses of conducting tender offers for the Fund purpose of repurchasing Trust shares, (viii) fees and expenses of registering, qualifying, and maintaining the Trust and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust with the SEC and any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · , (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the FundTrust, (xv) expenses for servicing shareholder accounts; · (xvi) any direct charges to the Trust or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · (xviii) any pricing or valuation services employed by the Fund Trust to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xix) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · Trust, (xx) all expenses incurred in connection with the FundTrust’s use of a line of credit, other borrowings or leverage; and · (xxi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.. Information Classification: General

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund shall include, without implied limitation: · , (i) expenses of organizing and maintaining the Fund and continuing its existence; · , (ii) registration of the Trust under the 1940 Act, (iii) commissions, XXXXX XXXXX FLOATING-RATE ADVANTAGE FUND spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · , (iv) auditing, accounting and legal expenses; · , (v) taxes and interest; · , (vi) governmental fees; · , (vii) expenses of issue, sale sale, and redemption of shares; · , (viii) fees and expenses of registering registering, qualifying and qualifying maintaining the Trust, the Fund and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust on behalf of the Fund with the Securities and Exchange Commission (the “SEC”) or any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Fund or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares, (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xx) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · , (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; , and · (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund shall include, without implied limitation: · , (i) expenses of organizing and maintaining the Fund and continuing its existence; · , (ii) registration of the Trust under the 1940 Act, (iii) commissions, XXXXX XXXXX MISSOURI MUNICIPAL INCOME FUND spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · , (iv) auditing, accounting and legal expenses; · , (v) taxes and interest; · , (vi) governmental fees; · , (vii) expenses of issue, sale sale, and redemption of shares; · , (viii) fees and expenses of registering registering, qualifying and qualifying maintaining the Trust, the Fund and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust on behalf of the Fund with the Securities and Exchange Commission (the “SEC”) or any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Fund or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares, (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xx) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · , (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; , and · (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund Trust shall include, without implied limitation: · limitation (i) expenses of organizing and maintaining the Fund Trust and continuing its existence; · (ii) registration of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · (iv) auditing, accounting and legal expenses; · (v) taxes and interest; · (vi) governmental fees; · , (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale sale, repurchase and redemption (if any) of shares; · expenses shares of registering and qualifying the Trust, including expenses of conducting tender offers for the Fund purpose of repurchasing Trust shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust with the Securities and Exchange Commission (the “SEC”) and any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the FundTrust; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Trust or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) any pricing or valuation services employed by the Fund Trust to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xix) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the FundTrust; · expenses associated with listing the Fund on one or more securities exchanges; · (xx) all expenses incurred in connection with the FundTrust’s use of a line of credit, other borrowings or leverage; and · (xxi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.. XXXXX XXXXX TAX-MANAGED GLOBAL DIVERSIFIED EQUITY INCOME FUND

Allocation of Charges and Expenses. Xxxxx Xxxxx The Administrator shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Administrator, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 32. Except as provided in the foregoing sentence, it is understood that the Administrator shall not pay any expenses relating to the Trust or the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall includeincluding, without implied limitation: · • expenses of organizing and maintaining the Fund and continuing its existence; · 021_0032 • commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · • auditing, accounting and legal expenses; · • taxes and interest; · • governmental fees; · • expenses of issue, sale sale, repurchase and redemption of shares; · • expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda prospectuses for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · • registration of the Trust under the Investment Company Act of 1940; · • expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · • expenses of reports to regulatory bodies; · • insurance expenses; · • association membership dues; · • fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, accounts and determination of net asset values); · • fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · • expenses for servicing shareholder accounts; • any direct charges to shareholders approved by the Trustees of the Trust; · • compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Administrator’s organization; · • all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; • any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · • any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · • all expenses incurred in connection with the Fund’s use of a line of credit; and · • such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay furnish at it owns expense all necessary administrative services, including office space, equipment, clerical personnel, investment advisory facilities, and executive and supervisory personnel for managing the entire salaries and fees investments of all each series of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all , effecting the portfolio transactions of their time to each series of the affairs of Xxxxx XxxxxTrust, and and, in general, administering the salaries and fees of such persons Trust's affairs. The Adviser shall not be deemed to be expenses incurred arrange, if desired by the Trust, for Directors, officers and employees of the Adviser or its "affiliates" to serve without compensation as Trustee, officers or agents of the Trust for purposes of this Section 3if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law. Except as provided in the foregoing sentence, it It is understood that the Fund Trust will pay all of its own expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall includeincluding, without implied limitation: · , compensation of those Trustees who are not "affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Trust; fees and expenses of organizing independent auditors, of legal counsel and maintaining of any transfer agent or registrar of the Fund Trust; expenses of independent auditors, of legal counsel and continuing its existenceof any transfer agent or registrar of the Trust; · expenses of repurchasing and redeeming shares; expenses of preparing, printing and mailing prospectuses, shareholder reports, notices, proxy statements and reports to shareholders, governmental officers or commissions, fees ; brokerage and other expenses connected with the acquisition execution, recording and disposition settlement of securities and other investmentsportfolio security transactions; · auditing, accounting and legal expensesinsurance premiums; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians custodian for all services to the Fund (Trust, including without limitation safekeeping of funds, funds and securities and other investments, keeping of maintaining required books and accounts, and determination ; expenses of calculating the net asset values); · fees, expenses and disbursements value of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to shares of each series in the Fund; · any direct charges to shareholders approved by the Trustees of manner described in the Trust's then-current Prospectus; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect theretoshareholder meetings.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Administrator shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Administrator, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 32. Except as provided in the foregoing sentencesentence or on Appendix A, it is understood that the Administrator shall not pay any expenses relating to the Trust or the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall includeincluding, without implied limitation: 021_0031 · expenses of organizing and maintaining the Fund and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale sale, repurchase and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda prospectuses for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, accounts and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · expenses for servicing shareholder accounts; · any direct charges to shareholders approved by the Trustees of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Administrator’s organization; · all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.. 021_0031

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund shall include, without implied limitation: · , (i) expenses of organizing and maintaining the Fund and continuing its existence; · , (ii) registration of the Trust under the 1940 Act, (iii) commissions, XXXXX XXXXX GROWTH FUND spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · , (iv) auditing, accounting and legal expenses; · , (v) taxes and interest; · , (vi) governmental fees; · , (vii) expenses of issue, sale sale, and redemption of shares; · , (viii) fees and expenses of registering registering, qualifying and qualifying maintaining the Trust, the Fund and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust on behalf of the Fund with the Securities and Exchange Commission (the “SEC”) or any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Fund or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares, (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xx) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · , (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; , and · (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Administrator shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Administrator, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 32. Except as provided in the foregoing sentence, it is understood that the Administrator shall not pay any expenses relating to the Trust or the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall includeincluding, without implied limitation: · expenses of organizing and maintaining the Fund and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; 021_0024 · taxes and interest; · governmental fees; · expenses of issue, sale sale, repurchase and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda prospectuses for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, accounts and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · expenses for servicing shareholder accounts; · any direct charges to shareholders approved by the Trustees of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Administrator’s organization; · all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund Trust shall include, without implied limitation: · , (i) expenses of organizing and maintaining the Fund Trust and continuing its existence; · , (ii) registration of the Trust under the 1940 Act, (iii) commissions, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · , (iv) auditing, accounting and legal expenses; · , (v) taxes and interest; · , (vi) governmental fees; · , (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale sale, repurchase and redemption (if any) of shares in the Trust, including expenses of conducting tender offers for the purpose of repurchasing Trust shares; · , (viii) expenses of registering and qualifying the Trust, the Fund Trust and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes purposes, including amendments, and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund Trust and of the Trust’s principal underwriter, if any, as broker-dealer or agent under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · , (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · , (x) expenses of reports to regulatory bodies; · governmental officers and commissions, (xi) insurance expenses; · , (xii) association membership dues; · , (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · , (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · Trust, (xv) expenses for servicing shareholder accounts, (xvi) any direct charges to shareholders approved by the Trustees of the Trust; · , (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary organization and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Administrator shall pay the entire salaries and fees of all of the TrustCompany’s Directors/Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Administrator, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust Company for purposes of this Section 32. Except as provided in the foregoing sentence, it is understood that the Administrator shall not pay any expenses relating to the Company or the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall includeincluding, without implied limitation: · ·expenses of organizing and maintaining the Fund and continuing its existence; · ·commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · ·auditing, accounting and legal expenses; · ·taxes and interest; · ·governmental fees; · ·expenses of issue, sale sale, repurchase and redemption of shares; · ·expenses of registering and qualifying the TrustCompany, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda prospectuses for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · ·registration of the Trust Company under the Investment Company Act of 1940, as amended (the “1940 Act”); · ·expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · ·expenses of reports to regulatory bodies; · ·insurance expenses; · ·association membership dues; · ·fees, expenses and disbursements of custodians and subcustodians sub-custodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, accounts and determination of net asset values); · ·fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · ·expenses for servicing shareholder accounts; ·any direct charges to shareholders approved by the Directors/Trustees of the TrustCompany; · ·compensation and expenses of Directors/Trustees of the Trust Company who are not members of Xxxxx Xxxxx’x the Administrator’s organization; · ·all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; ·any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · ·any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · ·all expenses incurred in connection with the Fund’s use of a line of credit; and · ·such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust Company to indemnify its Directors/Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the TrustCorporation’s Trustees Directors and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust Corporation for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall include, without implied limitation: · (i) expenses of organizing and maintaining the Fund and continuing its existence; · (ii) registration of the Corporation under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · (iv) auditing, accounting and legal expenses; · (v) taxes and interest; · (vi) governmental fees; · (vii) expenses of issue, sale sale, and redemption of shares; · (viii) fees and expenses of registering registering, qualifying, and qualifying maintaining the TrustCorporation, the Fund Fund, and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Corporation on behalf of the Fund with the SEC or any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Fund or shareholders approved by the Trustees Directors of the TrustCorporation; · (xvii) compensation and expenses of Trustees Directors of the Trust Corporation who are not members of Xxxxx Xxxxx’x organization; · (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xx) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; and · (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust Corporation to indemnify its Trustees Directors, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall During the term of this Agreement, you will pay the entire salaries and fees of all operating expenses of the Trust’s Trustees Funds, including the compensation and expenses of any trustees, officers employed by Xxxxx Xxxxx and who devote part or all employees of their time the Funds and of any other persons rendering any services to the affairs of Xxxxx Xxxxx, Funds including any sub-adviser retained pursuant to Paragraph 1 above; clerical and the salaries shareholder service staff salaries; office space and other office expenses; fees of such persons shall not be deemed to be and expenses incurred by the Trust for purposes of this Section 3. Except as provided Funds in the foregoing sentenceconnection with membership in investment company organizations; legal, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall include, without implied limitation: · expenses of organizing auditing and maintaining the Fund and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any laws; insurance expenses; fees and expenses of registering the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and maintaining registrations pricing services agent and underwriter of the Fund under state securities lawsFunds; · registration expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Trust under Funds; the Investment Company Act cost of 1940; · expenses of preparing and distributing reports and notices to shareholders 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 of shareholders and proxy solicitations thereforsolicitations; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · feesadvertising, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities promotion and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · any direct charges to shareholders approved by the Trustees of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred directly or indirectly in connection with the Fund’s use sale or distribution of a line of creditthe Funds’ shares (excluding expenses which the Funds are authorized to pay pursuant to Rule 12b-1 under the 0000 Xxx); and · all other operating expenses not specifically assumed by the Funds. The Funds will pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses of securities sold short) and such extraordinary or non-recurring items expenses as may arise, including expenses incurred in connection with litigation, proceedings litigation to which the Funds may be a party and claims and the obligation indemnification of the Trust to indemnify its Trustees Trust’s trustees and officers with respect thereto. The Funds will also pay expenses that they are authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain reimbursement from the Funds, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which 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. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall include, without implied limitation: · expenses of organizing and maintaining the Fund and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · expenses for servicing shareholder accounts; · any direct charges to shareholders approved by the Trustees of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund shall include, without implied limitation: · , (i) expenses of organizing and maintaining the Fund and continuing its existence; · , (ii) registration of the Trust under the 1940 Act, (iii) commissions, XXXXX XXXXX GLOBAL INCOME BUILDER FUND spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · , (iv) auditing, accounting and legal expenses; · , (v) taxes and interest; · , (vi) governmental fees; · , (vii) expenses of issue, sale sale, and redemption of shares; · , (viii) fees and expenses of registering registering, qualifying and qualifying maintaining the Trust, the Fund and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust on behalf of the Fund with the Securities and Exchange Commission (the “SEC”) or any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Fund or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares, (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xx) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · , (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; , and · (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable XXXXX XXXXX ATLANTA CAPITAL FOCUSED GROWTH FUND by the Fund shall include, without implied limitation: · , (i) expenses of organizing and maintaining the Fund and continuing its existence; · , (ii) registration of the Trust under the 1940 Act, (iii) commissions, spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · , (iv) auditing, accounting and legal expenses; · , (v) taxes and interest; · , (vi) governmental fees; · , (vii) expenses of issue, sale sale, and redemption of shares; · , (viii) fees and expenses of registering registering, qualifying and qualifying maintaining the Trust, the Fund and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust on behalf of the Fund with the Securities and Exchange Commission (the “SEC”) or any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Fund or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares, (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xx) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · , (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; , and · (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Subadviser shall pay the entire salaries furnish at ---------------------------------- its own expense all necessary services, facilities and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this personnel in connection with its responsibilities under Section 32 above. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by from the assets of the Fund shall includeall of its own expenses allocable to the Fund including, without implied limitation: · , organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of the Manager; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of organizing independent auditors, legal counsel and maintaining any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent of the Fund Trust; expenses of issuing and continuing its existenceredeeming shares of beneficial interest and servicing shareholder accounts; · commissionsexpenses of preparing, fees typesetting, printing and other mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the acquisition execution, recording and disposition settlement of securities and other investmentssecurity transactions; · auditing, accounting and legal expensesinsurance premiums; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; · any direct charges to shareholders approved by expenses of calculating the Trustees net asset value of the TrustFund (including but not limited to the fees of independent pricing services); · compensation and expenses of Trustees meetings of the Trust who are not members Fund's Trustees and of Xxxxx Xxxxx’x organizationthe Fund's shareholders; · any pricing or valuation services employed by expenses relating to the Fund to value its investments including primary registration and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by qualification of shares of beneficial interest of the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items or extraordinary expenses as may arise, including expenses incurred in connection with litigationthose relating to actions, suits or proceedings and claims to which the Trust on behalf of the Fund may be a party and the legal obligation of which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund Trust shall include, without implied limitation: · limitation (i) expenses of organizing and maintaining the Fund Trust and continuing its existence; · (ii) registration of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · (iv) auditing, accounting and legal expenses; · (v) taxes and interest; · (vi) governmental fees; · , (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale sale, repurchase and redemption (if any) of shares; · expenses shares of registering and qualifying the Trust, including expenses of conducting tender offers for the Fund purpose of repurchasing Trust shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust with the Securities and Exchange Commission (the “SEC”) and any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the FundTrust; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Trust or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) any pricing or valuation services employed by the Fund Trust to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xix) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the FundTrust; · expenses associated with listing the Fund on one or more securities exchanges; · (xx) all expenses incurred in connection with the FundTrust’s use of a line of credit, other borrowings or leverage; and · (xxi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.. XXXXX XXXXX RISK-MANAGED DIVERSIFIED EQUITY INCOME FUND

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund Trust shall include, without implied limitation: · limitation (i) expenses of organizing and maintaining the Fund Trust and continuing its existence; · (ii) registration of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · (iv) auditing, accounting and legal expenses; · (v) taxes and interest; · (vi) governmental fees; · , (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale sale, repurchase and redemption (if any) of shares; · expenses shares of registering and qualifying the Trust, including expenses of conducting tender offers for the Fund purpose of repurchasing Trust shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust with the Securities and Exchange Commission (the “SEC”) and any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the FundTrust; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Trust or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) any pricing or valuation services employed by the Fund Trust to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xix) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the FundTrust; · expenses associated with listing the Fund on one or more securities exchanges; · (xx) all expenses incurred in connection with the FundTrust’s use of a line of credit, other borrowings or leverage; and · (xxi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.. XXXXX XXXXX TAX-MANAGED BUY-WRITE INCOME FUND

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund shall include, without implied limitation: · , (i) expenses of organizing and maintaining the Fund and continuing its existence; · , (ii) registration of the Trust under the 1940 Act, (iii) commissions, XXXXX XXXXX GLOBAL MACRO ABSOLUTE RETURN FUND spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · , (iv) auditing, accounting and legal expenses; · , (v) taxes and interest; · , (vi) governmental fees; · , (vii) expenses of issue, sale sale, and redemption of shares; · , (viii) fees and expenses of registering registering, qualifying and qualifying maintaining the Trust, the Fund and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust on behalf of the Fund with the Securities and Exchange Commission (the “SEC”) or any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Fund or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares, (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xx) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · , (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; , and · (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund shall include, without implied limitation: · , (i) expenses of organizing and maintaining the Fund and continuing its existence; · , (ii) registration of the Trust under the 1940 Act, (iii) commissions, spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of XXXXX XXXXX NATIONAL LIMITED MATURITY MUNICIPAL INCOME FUND securities and other investments; · , (iv) auditing, accounting and legal expenses; · , (v) taxes and interest; · , (vi) governmental fees; · , (vii) expenses of issue, sale sale, and redemption of shares; · , (viii) fees and expenses of registering registering, qualifying and qualifying maintaining the Trust, the Fund and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust on behalf of the Fund with the Securities and Exchange Commission (the “SEC”) or any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Fund or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares, (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xx) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · , (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; , and · (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Administrator shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Administrator, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 32. Except as provided in the foregoing sentence, it is understood that the Administrator shall not pay any expenses relating to the Trust or the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall includeincluding, without implied limitation: 021_0032 · expenses of organizing and maintaining the Fund and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale sale, repurchase and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda prospectuses for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, accounts and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · expenses for servicing shareholder accounts; · any direct charges to shareholders approved by the Trustees of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Administrator’s organization; · all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.. 021_0032

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund Trust will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund Trust shall include, without implied limitation: · limitation (i) expenses of organizing and maintaining the Fund Trust and continuing its existence; · (ii) registration of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · (iv) auditing, accounting and legal expenses; · (v) taxes and interest; · (vi) governmental fees; · , (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale sale, repurchase and redemption (if any) of shares; · expenses shares of registering and qualifying the Trust, including expenses of conducting tender offers for the Fund purpose of repurchasing Trust shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust with the Securities and Exchange Commission (the “SEC”) and any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the FundTrust; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Trust or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) any pricing or valuation services employed by the Fund Trust to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xix) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the FundTrust; · expenses associated with listing the Fund on one or more securities exchanges; · (xx) all expenses incurred in connection with the FundTrust’s use of a line of credit, other borrowings or leverage; and · (xxi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.. Information Classification: General XXXXX XXXXX NEW YORK MUNICIPAL BOND FUND

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it It is understood that that, the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunderthe Sub-Adviser hereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Fund shall include, without implied limitation: , · expenses of organizing and maintaining the Fund and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 19401940 Act; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · expenses for servicing shareholder accounts; · any direct charges to shareholders approved by the Trustees of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Exxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Exxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Exxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Exxxx Xxxxx hereunder, which expenses payable by the Fund shall include, without implied limitation: · expenses of organizing and maintaining the Fund and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale and redemption of shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · expenses for servicing shareholder accounts; · any direct charges to shareholders approved by the Trustees of the Trust; · compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x Exxxx Vxxxx’x organization; · all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; · any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Fund shall include, without implied limitation: · (i) expenses of organizing and maintaining the Fund and continuing its existence; · (ii) registration of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · (iv) auditing, accounting and legal expenses; · (v) taxes and interest; · (vi) governmental fees; · (vii) expenses of issue, sale sale, and redemption of shares; · (viii) fees and expenses of registering registering, qualifying, and qualifying maintaining the Trust, the Fund Fund, and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust on behalf of the Fund with the SEC or any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Fund or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; · (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xx) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; and · (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.. XXXXX XXXXX GLOBAL MACRO ABSOLUTE RETURN ADVANTAGE FUND

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund shall include, without implied limitation: · , (i) expenses of organizing and maintaining the Fund and continuing its existence; · , (ii) registration of the Trust under the 1940 Act, (iii) commissions, XXXXX XXXXX TAX-MANAGED SMALL-CAP FUND spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · , (iv) auditing, accounting and legal expenses; · , (v) taxes and interest; · , (vi) governmental fees; · , (vii) expenses of issue, sale sale, and redemption of shares; · , (viii) fees and expenses of registering registering, qualifying and qualifying maintaining the Trust, the Fund and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust on behalf of the Fund with the Securities and Exchange Commission (the “SEC”) or any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Fund or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares, (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xx) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · , (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; , and · (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx the Adviser and who devote part or all of their time to the affairs of Xxxxx Xxxxxthe Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Adviser hereunder, which expenses payable by the Fund shall include, without implied limitation: · , (i) expenses of organizing and maintaining the Fund and continuing its existence; · , (ii) registration of the Trust under the 1940 Act, (iii) commissions, XXXXX XXXXX GREATER CHINA GROWTH FUND spreads, fees and other expenses connected with the acquisition acquisition, holding and disposition of securities and other investments; · , (iv) auditing, accounting and legal expenses; · , (v) taxes and interest; · , (vi) governmental fees; · , (vii) expenses of issue, sale sale, and redemption of shares; · , (viii) fees and expenses of registering registering, qualifying and qualifying maintaining the Trust, the Fund and its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust on behalf of the Fund with the Securities and Exchange Commission (the “SEC”) or any other regulatory body, and for printing and distributing the same to shareholders and investors, and any fees and expenses of registering and maintaining registrations of the Fund under state securities lawsshareholders; · registration of the Trust under the Investment Company Act of 1940; · (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · (x) expenses of reports to regulatory bodiesgovernmental officers and commissions; · (xi) insurance expenses; · (xii) association membership dues; · (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books books, accounts and accountsrecords, and determination of net asset values); · (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Fund or shareholders approved by the Trustees of the Trust; · (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x the Adviser’s organization; · (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares, (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · (xx) any investment advisory, sub-advisory investment advisory, or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · , (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; , and · (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees Trustees, officers and officers shareholders with respect thereto.

Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it It is understood that the Fund will pay all its expenses other than those expressly stated to be payable by Xxxxx Xxxxx the Administrator hereunder, which expenses payable by the Fund shall include, without implied limitation: · expenses of organizing and maintaining the Fund and continuing its existence; · commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments; · auditing, accounting and legal expenses; · taxes and interest; · governmental fees; · expenses of issue, sale repurchase and redemption (if any) of shares, including all expenses incurred in conducting repurchase and tender offers for the purpose of repurchasing Fund shares; · expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda and amendments for such purposes and for distributing the same to shareholders and investorspurposes, and any fees and expenses of registering and maintaining registrations of the Fund under state securities laws; · registration of the Trust Fund under the Investment Company Act of 1940; · expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; · expenses of reports to regulatory bodies; · insurance expenses; · association membership dues; · fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts, accounts and determination of net asset values); · fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; · expenses of listing shares with a stock exchange; · any direct charges to shareholders approved by the Trustees of the TrustFund; · compensation and expenses of Trustees of the Trust Fund who are not members of Xxxxx Xxxxx’x the Administrator’s organization; · all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; · any pricing or and valuation services employed by the Fund to value its investments including primary and comparative valuation services; · any agent employed by the Fund to calculate intraday indicative net asset values; · any investment advisory, sub-advisory or similar management fee payable by the Fund; · expenses associated with listing the Fund on one or more securities exchanges; · all expenses incurred in connection with the Fund’s use of a line of credit, or issuing and maintaining preferred shares; and · such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust Fund to indemnify its Trustees and officers with respect thereto.