Common use of Allocation of Expenses Clause in Contracts

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. The Fund assumes and shall pay all expenses for all other Fund operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Fund provides otherwise, the expenses to be borne by the Fund shall include, without limitation: (a) All costs all expenses of organizing the Fund; (b) the charges and expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid any registrar, stock transfer or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Fund includingfor the safekeeping of its cash, but not limited toportfolio securities and other property, any fees including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Fund (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the organization portfolio securities of the Fund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Fund to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Fund; (g) expenses involved in registering and maintaining registrations of the Fund and of its Shares with the offering Securities and issuance Exchange Commission ("SEC") and various states and other jurisdictions, including reimbursement of Shares; all fees and actual expenses relating to portfolio transactions and positions incurred by the Adviser or others in performing such functions for the Fund’s account , and including compensation of persons who are employees of the Adviser, in proportion to the relative time spent on such as direct matters; (h) expenses of shareholders' and indirect trustees' meetings, including meetings of committees, and of preparing, printing and mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses associated of preparing and printing prospectuses; (j) compensation and expenses of trustees who are not affiliated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel Adviser; (k) charges and other expenses incurred of legal counsel in connection with the selection or monitoring of investments, or enforcing matters relating to the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (, including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses legal services rendered in connection with repurchase offers the Fund's trust and any repurchases or redemptions financial structure and relations with its shareholders, issuance of SharesShares of the Fund and registration and qualification of Shares under federal, state and other laws; taxes (l) the cost and governmental fees (including tax preparation fees); expense of maintaining the investment management fee, books and the fees and expenses records of the Fund’s administrator, including general ledger accounting; fees (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act which may also cover the Adviser; (n) expenses of incurred in obtaining and maintaining any custodian, subcustodian, transfer agent, and registrar, and any other agent surety bond or similar coverage with respect to securities of the Fund; (o) interest payable on Fund borrowings; (p) such other non-recurring expenses of the Fund as may arise, including expenses of actions, suits or proceedings to which the Trust on behalf of the Fund is a party and expenses resulting from the legal obligation that the Trust on behalf of the Fund may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; and (r) all costs other expenses permitted by the Prospectus and charges for equipment or services used in communicating information regarding Statement of Additional Information of the Fund’s transactions among the Platform Manager and any custodian or other agent engaged Fund as being paid by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund. SECTION 4.

Allocation of Expenses. The Advisor agrees that it will furnish the Trust, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (aor an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses of relating to the Fund Portfolio not expressly assumed by the Platform Manager Advisor under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund Trust from the assets of the Portfolio, as applicable, including, but not limited to, any fees to (i) interest and expenses in connection with the organization of the Fund and the offering and issuance of Sharestaxes; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; (ii) brokerage commissions; interest and fees on any borrowings by the Fund(iii) insurance premiums; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees iv) compensation and expenses of outside counsel (including fees and expenses associated the Trust's Trustees other than those affiliated with the review of documentation for prospective investments by the Fund), including foreign counselAdvisor; accounting, auditing (v) legal and tax preparation audit expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the vi) fees and expenses of the Fund’s administratorTrust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent incident to the registration under Federal or state securities laws of the Fund; all costs and charges for equipment Trust or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment shares of the Fund’s Agreement and Declaration of Trust Portfolio; (the “Trust Instrument”ix) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, printing and distributing offering memoranda, statements of additional information, mailing reports and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, notices and proxy materialsmaterials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of preparing, printing, and filing reports and other documents with government agenciesthe Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses of shareholders’ meetingsas may arise, including litigation affecting the solicitation of proxies in connection therewith; expenses of corporate data processing Trust and related services; shareholder recordkeeping the legal obligations which the Trust may have to indemnify its officers and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below)with respect thereto; and (xiii) all costs and expenses incurred as a result of dissolution, winding-up and termination of which the FundTrust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Act.

Allocation of Expenses. The Advisor agrees that it will furnish the Trust, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (aor an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses of relating to the Fund not expressly assumed by the Platform Manager Advisor under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund Trust from the assets of the Fund, as applicable, including, but not limited to, any fees to (i) interest and expenses in connection with the organization of the Fund and the offering and issuance of Sharestaxes; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; (ii) brokerage commissions; interest and fees on any borrowings by the Fund(iii) insurance premiums; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees iv) compensation and expenses of outside counsel (including fees and expenses associated the Trust's Trustees other than those affiliated with the review of documentation for prospective investments by the Fund), including foreign counselAdvisor; accounting, auditing (v) legal and tax preparation audit expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the vi) fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Fund’s administrator's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of any custodian, subcustodian, transfer agent, and registrar, and any other agent the Trust or the shares of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”ix) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, printing and distributing offering memoranda, statements of additional information, mailing reports and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, notices and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating materials to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination shareholders of the Fund; (x) all other expenses incident to holding meetings of the Fund's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Fund agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Fund pursuant to Rule 12b-1 under the 1940 Act.

Allocation of Expenses. (a) All costs In addition to the fees described in Section 2 hereof, the Fund shall pay all its expenses which are not assumed by the Adviser in its capacity as the Fund's investment adviser. These Fund expenses include, by way of example, but not by way of limitation, (a) brokerage and commission expenses; (b) interest charges on borrowings; (c) fees and expenses of legal counsel and independent auditors; (d) the Fund Fund's organizational and offering expenses, whether or not expressly assumed advanced by the Platform Manager under this Agreement pursuant to clause Adviser; (be) Federal, state, local and foreign taxes, including issue and transfer taxes incurred by or levied on the Fund; (f) cost of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization certificates representing common shares of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and any other expenses incurred in connection with (including clerical expenses) of issuance, sale or repurchase of the selection or monitoring common shares of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists)g) association membership dues; research expenses; (h) fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by registering the Fund), including foreign counsel's shares under the appropriate Federal securities laws and of qualifying the Fund's shares under applicable state securities laws; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and i) expenses of the Fund’s administratorprinting and distributing reports, notices and proxy materials to shareholders; fees (j) costs of annual and special shareholders' meetings; (k) expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government governmental agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees (l) charges and expenses of the Trustees who Fund's administrator, custodian, registrar, transfer agent and dividend disbursing agent; (m) expenses of disbursing dividends and distributions; (n) compensation of the Fund's officers, directors and employees that are not employees of the Platform Manager Affiliated Persons or its affiliates; insurance premiums; Extraordinary Expenses Interested Persons (as defined below)in Section 2(a) of the Investment Company Act of 1940, as amended and the rules, regulations and releases relating thereto) of the Adviser; and (o) the cost of other personnel providing services to the Fund; (p) travel expenses for attendance of Board of Directors meetings by all costs and expenses incurred as a result members of dissolution, winding-up and termination the Board of Directors of the Fund; (q) insurance expenses; (r) costs of stationery and supplies; and (s) any extraordinary expenses of a nonrecurring nature.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the MCM Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Subadviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Subadviser's overhead and employee costs); fees payable to the Subadviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses 's Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager 's financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other 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 stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders' and other meetings.

Allocation of Expenses. In addition to the fees described in Section 2 hereof, the Fund shall pay all its expenses which are not assumed by the Adviser in its capacity as the Fund's investment adviser. These Fund expenses include, by way of example, but not by way of limitation, (a) All costs brokerage and commission expenses; (b) interest charges on borrowings; (c) fees and expenses of legal counsel and independent auditors; (d) the Fund Fund's organizational and offering expenses, whether or not expressly assumed advanced by the Platform Manager under this Agreement pursuant to clause Adviser; (be) federal, state, local and foreign taxes, including issue and transfer taxes incurred by or levied on the Fund; (f) cost of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization certificates representing common shares of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and any other expenses incurred in connection with (including clerical expenses) of issuance, sale or repurchase of the selection or monitoring common shares of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists)g) association membership dues; research expenses; (h) fees and expenses of outside counsel (including fees registering and expenses associated making notice filings with the review of documentation for prospective investments by respect to the Fund), including foreign counsel's shares under the appropriate federal and state securities laws; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and i) expenses of the Fund’s administratorprinting and distributing reports, notices and proxy materials to shareholders; fees (j) costs of annual and special shareholders' meetings; (k) expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government governmental agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees (l) charges and expenses of the Trustees who Fund's administrator, custodian, registrar, transfer agent and dividend disbursing agent; (m) expenses of disbursing dividends and distributions; (n) compensation of the Fund's officers, directors and employees that are not employees of the Platform Manager Affiliated Persons or its affiliates; insurance premiums; Extraordinary Expenses Interested Persons (as defined below)in Section 2(a) of the Investment Company Act) of the Adviser; and (o) the cost of other personnel providing services to the Fund; (p) travel expenses for attendance of Board of Directors meetings by all costs and expenses incurred as a result members of dissolution, winding-up and termination the Board of Directors of the Fund; (q) insurance expenses; (r) costs of stationery and supplies; and (s) any extraordinary expenses of a nonrecurring nature.

Allocation of Expenses. (a) All costs The Adviser will pay all operating expenses of the Fund, including the compensation and expenses of any employees of the Fund not expressly assumed by and of any other persons rendering any services to the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by the Fund includingin connection with membership in investment company organizations; legal, but not limited toauditing and accounting expenses (except as otherwise provided below); expenses of registering shares under federal and state securities laws, any fees and including expenses incurred by the Fund in connection with the organization and initial registration of the Fund and the offering and issuance shares of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research insurance expenses; fees and expenses of outside counsel (the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent; expenses, including fees clerical expenses, of issue, sale, redemption or repurchase of shares of the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses associated of shareholders' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the review sale or distribution of documentation for prospective investments the Fund's shares (excluding any expenses which the Fund is authorized to pay pursuant to Rule 12b-1 (if applicable) under the Investment Company Act of 1940 (the "1940 Act") as amended); and all other organizational and operating expenses not specifically assumed by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; . The Fund will pay all brokerage fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management feecommissions, and the taxes, interest, fees and expenses of the non-interested person trustees (and their legal counsel, if any) and such extraordinary or non-recurring expenses as may arise, including litigation to which the Fund may be a party and indemnification of the Trust's trustees and officers with respect thereto. The Fund will also pay any expenses which it is authorized to pay pursuant to Rule 12b-1 (if applicable) under the 1940 Act. The Adviser may obtain reimbursement from the Fund’s administrator; fees and , at such time or times as the Adviser may determine in its sole discretion, for any of the expenses of any custodianadvanced by the Adviser, subcustodian, transfer agentwhich the Fund is obligated to pay, and registrar, and any other agent such reimbursement shall not be considered to be part of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating Adviser's compensation pursuant to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundthis Agreement.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Fund Servicing Agent under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesUnits; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments investments, through Partners Group Private Equity (Master Fund), LLC (the “Master Fund”), in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesUnits; taxes and governmental fees (including tax preparation fees); the Fund’s pro rata share of the investment management feefee payable by the Master Fund to Partners Group in its capacity as investment manager of the Master Fund, the incentive allocation, the Fund Servicing Fee and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Fund Servicing Agent and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust limited liability company agreement (the “Trust InstrumentLLC Agreement”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholdersmembers’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder member recordkeeping and shareholder member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Fund Servicing Agent or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. Such expenses include the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolios). As described in the Advisory Agreement, the Fund and/or the Adviser pay all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Sub-adviser’s overhead and employee costs); fees payable to the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager Fund for sale; freight, insurance and other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or its affiliatesother costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; insurance premiumsexpenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; Extraordinary Expenses (as defined below)costs of stationery or other office supplies; any litigation expenses; and all costs of stockholders’ and expenses other meetings. Notwithstanding the foregoing, the Sub-Advisor shall be obligated to reimburse the Fund for liabilities incurred as a result of dissolution, winding-up and termination of the Fundoverdrafts.

Allocation of Expenses. During the term of this Agreement, PIMCO will pay all expenses incurred by it in connection with its obligations under this Agreement, except such expenses as are assumed by the Funds under this Agreement. In addition, PIMCO shall bear the following expenses under this Agreement: (a) All costs Expenses of all audits by Trust's independent public accountants; (b) Expenses of the Trust's transfer agent, registrar, dividend disbursing agent, and shareholder recordkeeping services; (c) Expenses of the Trust's custodial services, including any recordkeeping services provided by the custodian; (d) Expenses of obtaining quotations for calculating the value of each Fund's net assets; (e) Expenses of obtaining Portfolio Activity Reports for each Fund; (f) Expenses of maintaining the Trust's tax records; (g) Costs and/or fees, including legal fees, incident to meetings of the Trust's shareholders, the preparation, printing and mailings of prospectuses, notices and proxy statements and reports of the Trust to its shareholders, the filing of reports with regulatory bodies, the maintenance of the Trust's existence and qualification to do business, the expenses of issuing, redeeming, registering and qualifying for sale, Shares with federal and state securities authorities, and the expense of qualifying and listing Shares with any securities exchange or other trading system; (h) The Trust's ordinary legal fees, including the legal fees that arise in the ordinary course of business for a Delaware statutory trust registered as an open-end management investment company and listed for trading with a securities exchange or other trading system; (i) Costs of printing certificates representing Shares of the Trust; (j) The Trust's pro rata portion of the fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums; and (k) Association membership dues. The Trust shall bear the following expenses: (a) Salaries and other compensation or expenses, including travel expenses, of any of the Trust's executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of PIMCO or its subsidiaries or affiliates; (b) Taxes and governmental fees, if any, levied against the Trust or any of its Funds; (c) Brokerage fees and commissions, and other portfolio transaction expenses incurred for any of the Funds; (d) Expenses of the Trust's securities lending, including any securities lending agent fees, as governed by a separate securities lending agreement; (e) Costs, including the interest expenses, of borrowing money; (f) Fees and expenses, including travel expenses, and fees and expenses of the Fund legal counsel retained for their benefit, of Trustees who are not expressly assumed by the Platform Manager under this Agreement pursuant to clause officers, employees, partners, shareholders or members of PIMCO or its subsidiaries or affiliates; (bg) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentsExtraordinary expenses, including its investments in investment fundsextraordinary legal expenses, or proposed investments, whether or not such investments are completed, as may arise including travel and other expenses incurred in connection with litigation, proceedings, other claims and the selection or monitoring legal obligations of investmentsthe Trust to indemnify its trustees, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (includingofficers, without limitationemployees, expenses of consultantsshareholders, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management feedistributors, and the fees agents with respect thereto; and (h) Organizational and offering expenses of the Fund’s administrator; fees Trust and expenses of any custodian, subcustodian, transfer agent, and registrarthe Funds, and any other agent of the Fund; all costs and charges for equipment or services used expenses which are capitalized in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection accordance with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundgenerally accepted accounting principles. 7.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform The Manager shall, at its expense, employ or associate with itself such persons as it believes appropriate to assist in performing its obligations under this Agreement pursuant and provide all services, equipment, facilities and personnel necessary to clause (b) of perform its obligations under this Section 4 Agreement; provided, however, that the Trust shall be paid responsible for all expenses incurred by the Fund including, but not limited to, any fees and expenses Manager in connection with owning, maintaining and operating telephone lines, data lines and similar communication facilities, to the organization extent that such lines and facilities are used by the Manager to provide any of the Fund services specified on Schedule B hereto, as amended from time to time. In addition to those expenses described above, the Trust shall be responsible for all its expenses and the offering and issuance liabilities, including compensation of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated its Trustees who are not affiliated with the Fund’s investments, including its investments in investment funds, Administrator or proposed investments, whether the Manager or not any of their affiliates; such investments are completed, including travel compensation of the Compliance Staff as may be agreed to from time to time by the Board of Trustees of the Trust; taxes and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissionsgovernmental fees; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expensescharges; fees and expenses of outside counsel (including fees the Trust’s independent accountants and expenses associated with the review of documentation for prospective investments by the Fund), including foreign legal counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administratortrade association membership dues; fees and expenses of any custodian, subcustodiancustodian (including for keeping books and accounts and calculating the net asset value of shares of each Fund, transfer agent, registrar and registrar, and any other dividend disbursing agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committeesTrust; expenses of preparingissuing, amendingselling, printingredeeming, registering and distributing offering memoranda, statements qualifying for sale the Trust’s shares of additional information, beneficial interest; expenses of preparing and any other sales material printing share certificates (and any supplements or amendments theretoif any), prospectuses, shareholders’ reports, notices, websites, other communications proxy statements and reports to shareholders, and proxy materialsregulatory agencies; the cost of office supplies; travel expenses of preparingall officers, printing, trustees and filing reports employees; insurance premiums; brokerage and other documents with government agenciesexpenses of executing portfolio transactions; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below)organizational expenses; and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundextraordinary expenses.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform The Manager shall, at its expense, employ or associate with itself such persons as it believes appropriate to assist in performing its obligations under this Agreement pursuant and provide all services, equipment, facilities and personnel necessary to clause (b) of perform its obligations under this Section 4 Agreement; provided, however, that the Trust shall be paid responsible for all expenses incurred by the Fund including, but not limited to, any fees and expenses Manager in connection with owning, maintaining and operating telephone lines, data lines and similar communication facilities, to the organization extent that such lines and facilities are used by the Manager to provide any of the Fund shareholder services specified on Schedule B hereto, as amended from time to time. In addition to those expenses described above, the Trust shall be responsible for all its expenses and the offering and issuance liabilities, including compensation of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated its Trustees who are not affiliated with the Fund’s investments, including its investments in investment funds, Administrator or proposed investments, whether the Manager or not any of their affiliates; such investments are completed, including travel compensation of the Compliance Staff as may be agreed to from time to time by the Board of Trustees of the Trust; taxes and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissionsgovernmental fees; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expensescharges; fees and expenses of outside counsel (including fees the Trust’s independent accountants and expenses associated with the review of documentation for prospective investments by the Fund), including foreign legal counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administratortrade association membership dues; fees and expenses of any custodian, subcustodiancustodian (including for keeping books and accounts and calculating the net asset value of shares of each Fund, transfer agent, registrar and registrar, and any other dividend disbursing agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committeesTrust; expenses of preparingissuing, amendingselling, printingredeeming, registering and distributing offering memoranda, statements qualifying for sale the Trust’s shares of additional information, beneficial interest; expenses of preparing and any other sales material printing share certificates (and any supplements or amendments theretoif any), prospectuses, shareholders’ reports, notices, websites, other communications proxy statements and reports to shareholders, and proxy materialsregulatory agencies; the cost of office supplies; travel expenses of preparingall officers, printing, trustees and filing reports employees; insurance premiums; brokerage and other documents with government agenciesexpenses of executing portfolio transactions; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below)organizational expenses; and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundextraordinary expenses.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. Such expenses include the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolios). As described in the Advisory Agreement, the Fund and/or the Adviser pay all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Fund not expressly assumed by and/or the Platform Manager under this Agreement pursuant to clause (b) Portfolios: organization and certain offering expenses of this Section 4 shall be paid by the Fund including(including out-of-pocket expenses, but not limited toincluding the Sub-adviser’s overhead and employee costs); fees payable to the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager Fund for sale; freight, insurance and other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or its affiliatesother costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; insurance premiumsexpenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; Extraordinary Expenses (as defined below)costs of stationery or other office supplies; any litigation expenses; and all costs of stockholders’ and expenses other meetings. Notwithstanding the foregoing, the Sub-adviser shall be obligated to reimburse the Fund for liabilities incurred as a result of dissolution, windingoverdrafts caused by an error by the Sub-up and termination of the Fundadviser.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, the Platform Manager Fee and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. Such expenses include the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolios). As described in the Advisory Agreement, the Fund and/or the Adviser pay all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Fund not expressly assumed by and/or the Platform Manager under this Agreement pursuant to clause (b) Portfolios: organization and certain offering expenses of this Section 4 shall be paid by the Fund including(including out-of-pocket expenses, but not limited toincluding the Sub-adviser’s overhead and employee costs); fees payable to the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager Fund for sale; freight, insurance and other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or its affiliatesother costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; insurance premiumsexpenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; Extraordinary Expenses (as defined below)costs of stationery or other office supplies; any litigation expenses; and all costs of stockholders’ and expenses other meetings. Notwithstanding the foregoing, the Sub-adviser shall be obligated to reimburse the Fund for liabilities incurred as a result of dissolution, winding-up and termination of the Fundoverdrafts.

Allocation of Expenses. (a) All costs In addition to the fees described in Section 2 hereof, the Fund shall pay all its expenses which are not assumed by the Adviser in its capacity as the Fund’s investment adviser. These Fund expenses include, by way of example, but not by way of limitation, (a) brokerage and commission expenses; (b) interest charges on borrowings; (c) fees and expenses of legal counsel and independent auditors; (d) the Fund Fund’s organizational and offering expenses, whether or not expressly assumed advanced by the Platform Manager under this Agreement pursuant to clause Adviser; (be) Federal, state, local and foreign taxes, including issue and transfer taxes incurred by or levied on the Fund; (f) cost of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization certificates representing common shares of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and any other expenses incurred in connection with (including clerical expenses) of issuance, sale or repurchase of the selection or monitoring common shares of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists)g) association membership dues; research expenses; (h) fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by registering the Fund)’s shares under the appropriate Federal securities laws and of qualifying the Fund’s shares under applicable state securities laws; (i) expenses of printing and distributing reports, including foreign counselnotices and proxy materials to shareholders; accounting, auditing (j) costs of annual and tax preparation expensesspecial shareholders’ meetings; fees (k) expenses of filing reports and expenses in connection other documents with repurchase offers and any repurchases or redemptions of Sharesgovernmental agencies; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees l) charges and expenses of the Fund’s administrator; fees and expenses of any custodianAdministrator, subcustodian, transfer agent, custodian and registrar, transfer agent and any dividend disbursing agent; (m) expenses of disbursing dividends and distributions; (n) compensation of the Fund’s officers, directors and employees that are not Affiliated Persons or Interested Persons (as defined in Section 2(a) of the Investment Company Act of 1940, as amended and the rules, regulations and releases relating thereto) of the Adviser; (o) the cost of other agent personnel providing services to the Fund; (p) travel expenses for attendance of Board of Trustees meetings by all members of the Board of Trustees of the Fund; all (q) insurance expenses; (r) costs of stationery and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager supplies; and (s) any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; extraordinary expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundnonrecurring nature.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. Such expenses include the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolios). As described in the Advisory Agreement, the Fund and/or the Adviser pay all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Sub-adviser’s overhead and employee costs); fees payable to the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager Fund for sale; freight, insurance and other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or its affiliatesother costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; insurance premiumsexpenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; Extraordinary Expenses (as defined below)costs of stationery or other office supplies; any litigation expenses; and all costs of stockholders’ and expenses other meetings. Notwithstanding the foregoing, the Sub-adviser shall be obligated to reimburse the Fund for liabilities incurred as a result of dissolution, windingoverdrafts for which the Sub-up and termination of the Fundadviser is solely responsible.

Allocation of Expenses. (a) All costs During the term of this Agreement, the Adviser will pay all expenses incurred by it in connection with its activities under this Agreement, except such expenses as are assumed by the Trust under this Agreement and such expenses as are assumed by a sub-adviser under its sub-advisory agreement. The Adviser further agrees to pay all fees payable to the sub-advisers, executive salaries and expenses of the Fund not expressly assumed by Trustees of the Platform Manager under this Agreement Trust who are employees of the Adviser or its affiliates, and office rent of the Trust. The Trust shall be responsible for all of the other expenses of its operations, including, without limitation: (i) distribution and service fees payable pursuant to clause a Rule 12b-1 plan, if any; (bii) salaries and other compensation or expenses, including travel expenses, of this Section 4 shall be paid any of a Fund’s executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of the Adviser or its subsidiaries or affiliates; (iii) taxes and governmental fees, if any, levied against a Fund; (iv) brokerage fees and commissions, and other portfolio transaction expenses incurred by the Fund includingor for a Fund; (v) expenses of a Fund’s securities lending (if any), but not limited toincluding any securities lending agent fees, any as governed by a separate securities lending agreement; costs, including interest expenses, of borrowing money or engaging in other types of leverage financing; (vi) fees and expenses of any underlying funds or other pooled vehicles in connection with the organization of the which a Fund invests; (vii) dividend and the offering interest expenses on short positions taken by a Fund; (viii) fees and issuance of Shares; all expenses, including travel expenses, and fees and expenses relating to portfolio transactions and positions of legal counsel retained for their benefit, of Trustees who are not officers, employees, partners, shareholders or members of the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentsAdviser or its subsidiaries or affiliates; (ix) extraordinary expenses, including its investments in investment fundsextraordinary legal expenses, or proposed investmentsas may arise, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses incurred in connection with litigation, proceedings, other claims, contractual arrangements with third parties and the legal obligations of consultantsa Fund to indemnify its Trustees, experts officers, employees, shareholders, distributors, and specialists)agents with respect thereto; research expenses; (x) fees and expenses of outside counsel (expenses, including legal, printing and mailing, solicitation and other fees and expenses associated with the review and incident to shareholder meetings and proxy solicitations involving shareholder proposals or other non-routine matters that are not initiated or proposed by Fund management; (xi) organizational and offering expenses of documentation for prospective investments by the a Fund, including registration (including Share registration fees), including foreign counsel; accountinglegal, auditing marketing, printing, accounting and tax preparation other expenses; fees , associated with organizing a Fund in its state of jurisdiction and expenses in connection with repurchase offers and any repurchases or redemptions the initial registration of Shares; taxes and governmental fees (including tax preparation fees); a Fund under the investment management fee, 1940 Act and the fees and expenses initial registration of its shares under the Securities Act (i.e., through the effectiveness of the Fund’s administratorinitial registration statement on Form N-1A); (xii) fees and expenses associated with seeking, applying for and obtaining formal exemptive, no-action and/or other relief from the SEC; and (xiii) expenses of a Fund which are capitalized in accordance with generally accepted accounting principles. Any officer or employee of the Adviser or of any custodianentity controlling, subcustodiancontrolled by or under common control with the Adviser, transfer agentwho may also serve as officers, and registrar, and any other agent of the Fund; all costs and charges for equipment trustees or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of Trust shall not receive any compensation from the FundTrust for their services.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesUnits; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesUnits; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust Limited Liability Company Agreement (the “Trust InstrumentLLC Agreement”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the Advisory Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Subadviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Subadviser’s overhead and employee costs); fees payable to the Subadviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other 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 stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders’ and other meetings.

Allocation of Expenses. The Adviser agrees that it will furnish the Fund, at its expense, all office space and facilities, equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser agrees that it will supply to any administrator (athe "Administrator") of the Fund all necessary financial information in connection with the Administrator's duties under any agreement between the Administrator and the Fund on behalf of the Fund. All costs and expenses of associated with any administrative functions delegated by the Adviser to the Administrator that are not pursuant to any agreement between the Administrator and the Fund or the Adviser and the Fund will be paid by the Adviser. All other costs and expenses not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) or by the Administrator under the administration agreement between it and the Fund on behalf of this Section 4 the Fund shall be paid by the Fund from the assets of the Fund, including, but not limited to, any to (i) fees and expenses in connection with paid to the organization of the Fund Adviser and the offering Administrator; (ii) interest and issuance of Sharestaxes; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; (iii) brokerage commissions; interest (iv) insurance premiums; (v) compensation and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultantsthe directors other than those affiliated with the adviser or the administrator; (vi) legal, experts accounting and specialists); research audit expenses; (vii) fees and expenses of outside counsel any transfer agent, distributor, registrar, dividend disbursing agent or shareholder servicing agent of the Fund; (viii) expenses, including clerical expenses, incident to the issuance, redemption or repurchase of shares of the Fund, including issuance on the payment of, or reinvestment of, dividends; (ix) fees and expenses associated incident to the registration under Federal or state securities laws of the Fund or its shares; (x) expenses of preparing, setting in type, printing and mailing prospectuses, statements of additional information, reports and notices and proxy material to shareholders of the Fund; (xi) all other expenses incidental to holding meetings of the Fund's shareholders; (xii) expenses connected with the review execution, recording and settlement of documentation for prospective investments by the Fund), including foreign counselportfolio securities transactions; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the xiii) fees and expenses of the Fund’s administrator's custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; fees and (xiv) expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent calculating net asset value of the shares of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by (xv) industry membership fees allocable to the Fund; bank services fees; costs and (xvi) such extraordinary expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetingsas may arise, including litigation affecting the solicitation of proxies in connection therewith; expenses of corporate data processing Fund and related services; shareholder recordkeeping the legal obligations which the Fund may have to indemnify the officers and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Funddirectors with respect thereto.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. Such expenses include the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolios). As described in the Advisory Agreement, the Fund and/or the Adviser pay all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Sub-adviser’s overhead and employee costs); fees payable to the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager Fund for sale; freight, insurance and other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or its affiliatesother costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; insurance premiumsexpenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; Extraordinary Expenses (as defined below)costs of stationery or other office supplies; any litigation expenses; and all costs of stockholders’ and expenses other meetings. Notwithstanding the foregoing, the Sub-advisor shall be obligated to reimburse the Fund for liabilities incurred as a result of dissolution, winding-up and termination overdrafts caused by the implementation of the FundSub-adviser’s investment program for the Portfolio.

Allocation of Expenses. (a) All costs During the term of this Agreement, the Adviser will pay all expenses incurred by it in connection with its activities under this Agreement, except such expenses as are assumed by the Trust under this Agreement and such expenses as are assumed by a sub-adviser under its sub-advisory agreement. The Adviser further agrees to pay all fees payable to the sub-advisers, executive salaries and expenses of the Fund not expressly assumed by Trustees of the Platform Manager under this Agreement Trust who are employees of the Adviser or its affiliates, and office rent of the Trust. The Trust shall be responsible for all of the other expenses of its operations, including, without limitation: (i) distribution and service fees payable pursuant to clause a Rule 12b-1 plan, if any; (bii) salaries and other compensation or expenses, including travel expenses, of this Section 4 shall be paid any of a Fund’s executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of the Adviser or its subsidiaries or affiliates; (iii) taxes and governmental fees, if any, levied against a Fund; (iv) brokerage fees and commissions, and other portfolio transaction expenses incurred by the Fund includingor for a Fund; (v) expenses of a Fund’s securities lending (if any), but not limited toincluding any securities lending agent fees, any as governed by a separate securities lending agreement; costs, including interest expenses, of borrowing money or engaging in other types of leverage financing; (vi) fees and expenses of any underlying funds or other pooled vehicles in connection with the organization of the which a Fund invests; (vii) dividend and the offering interest expenses on short positions taken by a Fund; (viii) fees and issuance of Shares; all expenses, including travel expenses, and fees and expenses relating to portfolio transactions and positions of legal counsel retained for their benefit, of Trustees who are not officers, employees, partners, shareholders or members of the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentsAdviser or its subsidiaries or affiliates; (ix) extraordinary expenses, including its investments in investment fundsextraordinary legal expenses, or proposed investmentsas may arise, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses incurred in connection with litigation, proceedings, other claims, contractual arrangements with third parties and the legal obligations of consultantsa Fund to indemnify its Trustees, experts officers, employees, shareholders, distributors, and specialists)agents with respect thereto; research (x) fees and expenses; , including legal, printing and mailing, solicitation and other fees and expenses associated with, and incident to, shareholder meetings and proxy solicitations involving shareholder proposals or other non-routine matters that are not initiated or proposed by Fund management; (xi) organizational and offering expenses of outside counsel a Fund, including registration (including Share registration fees), legal, marketing, printing, accounting and other expenses, associated with organizing a Fund in its state of jurisdiction and in connection with the initial registration of a Fund under the 1940 Act and the initial registration of its shares under the Securities Act (i.e., through the effectiveness of the Fund’s initial registration statement on Form N-1A); (xii) fees and expenses associated with seeking, applying for and obtaining formal exemptive, no-action and/or other relief from the review of documentation for prospective investments by the Fund), including foreign counselSEC; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and xiii) expenses of a Fund which are capitalized in accordance with generally accepted accounting principles. Any officer or employee of the Fund’s administrator; fees and expenses Adviser or of any custodianentity controlling, subcustodiancontrolled by or under common control with the Adviser, transfer agentwho may also serve as officers, and registrar, and any other agent of the Fund; all costs and charges for equipment trustees or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of Trust shall not receive any compensation from the FundTrust for their services.

Allocation of Expenses. AmBeacon, at its expense, shall furnish the Company with all necessary facilities, equipment, supplies and personnel. AmBeacon shall also be responsible for paying the salaries, expenses and fees of any personnel that it furnishes to the Company (a) All costs including the salaries, expenses and expenses fees of directors, officers and employees of the Fund not expressly assumed Company who are officers, directors/trustees, partners, or employees of AmBeacon or its affiliates) required for them to faithfully perform their duties under this Agreement; provided, however, that the parties may agree that the Company may pay the compensation of the Company’s chief compliance officer, if any, or any other officer of the Company. Expenses borne by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingCompany will include, but not be limited to, the following: brokerage commissions and issue and transfer taxes relating to securities purchased or sold by the Company or any fees and expenses losses incurred in connection with therewith; expenses of organizing the organization of the Fund and the offering and issuance of SharesCompany; all fees and expenses relating to portfolio transactions the registration and positions qualification of the Company under the laws of the Cayman Islands; fees and salaries payable to the Company’s directors and officers of who are not officers, directors/trustees, partners or employees of AmBeacon or its affiliates; taxes (including any income or franchise taxes) and governmental fees; costs of any liability, uncollectible items of deposit and other insurance (including directors’ and officers’ errors and omissions insurance) or fidelity bonds; any costs, expenses or losses arising out of any liability of or claim for damage or other relief asserted against the Fund’s account such as direct Company for violation of any law; legal, accounting and indirect expenses associated with the Fund’s investmentsauditing expenses, including its investments in investment fundslegal fees of counsel to the Company for services rendered to the Company; charges of custodians, transfer agents, proxy voting services and services of other agents; all expenses incidental to holding shareholder and Company Board meetings; costs incurred for any pricing or proposed investments, whether valuation services; any expenses of AmBeacon resulting from new services necessitated by regulatory or not such investments are completed, legal changes affecting mutual funds occurring after the date of this Agreement; any extraordinary expenses (including travel fees and disbursements of counsel) incurred by the Company; and fees and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights membership in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundcompany organizations.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the Advisory Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Sub-adviser’s overhead and employee costs); fees payable to the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other 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 stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders’ and other meetings.

Allocation of Expenses. The Adviser shall pay all expenses of the Trust, except for: (ai) All costs distribution and service fees payable pursuant to a Rule 12b-1 plan, if any; (ii) salaries and other compensation or expenses, including travel expenses, of any of a Fund’s executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of the Adviser or its subsidiaries or affiliates; (iii) taxes and governmental fees, if any, levied against a Fund; (iv) brokerage fees and commissions, and other portfolio transaction expenses incurred by or for a Fund; (v) expenses of a Fund’s securities lending (if any), including any securities lending agent fees, as governed by a separate securities lending agreement; costs, including interest expenses, of borrowing money or engaging in other types of leverage financing; (vi) fees and expenses of the any underlying funds or other pooled vehicles in which a Fund not expressly assumed invests; (vii) dividend and interest expenses on short positions taken by the Platform Manager under this Agreement pursuant to clause a Fund; (bviii) of this Section 4 shall be paid by the Fund includingfees and expenses, but not limited toincluding travel expenses, any and fees and expenses in connection with the organization of legal counsel retained for their benefit, of Trustees who are not officers, employees, partners, shareholders or members of the Fund and the offering and issuance of SharesAdviser or its subsidiaries or affiliates; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments(ix) extraordinary expenses, including its investments in investment fundsextraordinary legal expenses, or proposed investmentsas may arise, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses incurred in connection with litigation, proceedings, other claims, contractual arrangements with Partner Charities and the legal obligations of consultantsa Fund to indemnify its Trustees, experts officers, employees, shareholders, distributors, and specialists)agents with respect thereto; research expenses; (x) fees and expenses of outside counsel (expenses, including legal, printing and mailing, solicitation and other fees and expenses associated with the review and incident to shareholder meetings and proxy solicitations involving shareholder proposals or other non-routine matters that are not initiated or proposed by Fund management; (xi) organizational and offering expenses of documentation for prospective investments by the a Fund, including registration (including Share registration fees), including foreign counsel; accountinglegal, auditing marketing, printing, accounting and tax preparation other expenses; fees , associated with organizing a Fund in its state of jurisdiction and expenses in connection with repurchase offers and any repurchases or redemptions the initial registration of Shares; taxes and governmental fees (including tax preparation fees); a Fund under the investment management fee, 1940 Act and the fees and expenses initial registration of its shares under the Securities Act (i.e., through the effectiveness of the Fund’s administratorinitial registration statement on Form N-1A); (xii) fees and expenses associated with seeking, applying for and obtaining formal exemptive, no-action and/or other relief from the SEC; and (xiii) expenses of a Fund which are capitalized in accordance with generally accepted accounting principles. Any officer or employee of the Adviser or of any custodianentity controlling, subcustodiancontrolled by or under common control with the Adviser, transfer agentwho may also serve as officers, and registrar, and any other agent of the Fund; all costs and charges for equipment trustees or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of Trust shall not receive any compensation from the FundTrust for their services.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, Investment Management Fee and the Incentive Fee; the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodiansub-custodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Adviser and any custodian or other agent engaged by the Fund; bank services service fees; costs and expenses relating to any amendment of the Fund’s LLC Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memorandaprospectuses, statements of additional informationSAIs, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Adviser or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. The Adviser agrees that it will furnish each Fund, at its expense, all office space and facilities, equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser agrees that it will supply to any administrator (athe "Administrator") of the Funds all necessary financial information in connection with the Administrator's duties under any agreement between the Administrator and the Trust on behalf of the Funds. All costs and expenses of associated with any administrative functions delegated by the Adviser to the Administrator that are not pursuant to any agreement between the Administrator and a Fund or the Adviser and a Fund will be paid by the Adviser. All other costs and expenses not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) or by the Administrator under the administration agreement between it and the Trust on behalf of this Section 4 a fund shall be paid by the Fund from the assets in the Fund, including, but not limited to, any to (i) fees paid to the Adviser and the Administrator; (ii) interest and taxes; (iii);brokerage commissions; (iv) insurance premiums; (v) compensation and expenses in connection of the Trustees other than those affiliated with the organization of adviser or the Fund administrator; (vi) legal, accounting and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation audit expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; vii) fees and expenses of outside counsel any transfer agent, distributor, registrar, dividend disbursing agent or shareholder servicing agent of the Fund; (viii) expenses, including clerical expenses, incident to the issuance, redemption or purchase of shares of the Fund, including issuance on the payment of, or reinvestment of, dividends; (ix) fees and expenses associated incident to the registration under Federal or state securities laws of the Fund or its shares; (x) expenses of preparing, setting in type, printing and mailing prospectuses, statements of additional information, reports and notices and proxy material to shareholders of the Fund; (xi) all other expenses incidental to holding meetings of the Fund's shareholders; (xii) expenses connected with the review execution, recording and settlement of documentation for prospective investments by the Fund), including foreign counselportfolio securities transactions; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the xiii) fees and expenses of the Fund’s administrator's custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; fees and (xiv) expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent calculating net asset value of the shares of the Fund; all costs (xv) industry membership fees allocable to the fund; and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and (xvi) such extraordinary expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetingsas may arise, including litigation affecting the solicitation of proxies in connection therewith; expenses of corporate data processing Fund and related services; shareholder recordkeeping the legal obligations which the Fund may have to indemnify the officers and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundwith respect thereto.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the MCM Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. Without limitation, the Sub-adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Sub-adviser's overhead and employee costs); fees payable to the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses 's Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager 's financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other 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 stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders' and other meetings.

Allocation of Expenses. The Adviser agrees that it will furnish each Fund, at its expense, all office space and facilities, equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser agrees that it will supply to any administrator (athe "Administrator") of the Funds all necessary financial information in connection with the Administrator's duties under any agreement between the Administrator and the Trust on behalf of the Funds. All costs and expenses of associated with any administrative functions delegated by the Adviser to the Administrator that are not pursuant to any agreement between the Administrator and a Fund or the Adviser and a Fund will be paid by the Adviser. All other costs and expenses not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) or by the Administrator under the administration agreement between it and the Trust on behalf of this Section 4 a Fund shall be paid by the Fund from the assets of the Fund, including, but not limited to, any to (i) fees and expenses in connection with paid to the organization of the Fund Adviser and the offering Administrator; (ii) interest and issuance of Sharestaxes; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; (iii) brokerage commissions; interest (iv) insurance premiums; (v) compensation and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultantsthe directors other than those affiliated with the adviser or the administrator; (vi) legal, experts accounting and specialists); research audit expenses; (vii) fees and expenses of outside counsel any transfer agent, distributor, registrar, dividend disbursing agent or shareholder servicing agent of the Fund; (viii) expenses, including clerical expenses, incident to the issuance, redemption or repurchase of shares of the Fund, including issuance on the payment of, or reinvestment of, dividends; (ix) fees and expenses associated incident to the registration under Federal or state securities laws of the Fund or its shares; (x) expenses of preparing, setting in type, printing and mailing prospectuses, statements of additional information, reports and notices and proxy material to shareholders of the Fund; (xi) all other expenses incidental to holding meetings of the Fund's shareholders; (xii) expenses connected with the review execution, recording and settlement of documentation for prospective investments by the Fund), including foreign counselportfolio securities transactions; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the xiii) fees and expenses of the Fund’s administrator's custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; fees and (xiv) expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent calculating net asset value of the shares of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by (xv) industry membership fees allocable to the Fund; bank services fees; costs and (xvi) such extraordinary expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetingsas may arise, including litigation affecting the solicitation of proxies in connection therewith; expenses of corporate data processing Fund and related services; shareholder recordkeeping the legal obligations which the Fund may have to indemnify the officers and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundtrustees with respect thereto.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred by Sub-adviser in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the Advisory Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Adviser or the Fund: organization and offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Sub-adviser’s overhead and employee costs); fees payable to the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions, xxxx-ups, ticket charges, transfer taxes, custodian fees or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other 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 stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders’ and other meetings.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesInterests; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesInterests; taxes and governmental fees (including tax preparation fees); the investment management fee, Investment Management Fee and the incentive allocation; the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Adviser and any custodian or other agent engaged by the Fund; bank services service fees; costs and expenses relating to any amendment of the Fund’s LLC Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional informationSAIs, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholdersmembers’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder member recordkeeping and shareholder member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Adviser or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to a separate administration agreement with the Trust, the Fund assumes and shall pay all expenses for all other Fund operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Fund provides otherwise, the expenses to be borne by the Fund shall include, without limitation: (a) All costs all expenses of organizing the Fund; (b) the charges and expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid any registrar, stock transfer or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Fund includingfor the safekeeping of its cash, but not limited toportfolio securities and other property, any fees including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Fund (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the organization portfolio securities of the Fund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Fund to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Fund; (g) expenses involved in registering and maintaining registrations of the Fund and of its Shares with the offering Securities and issuance Exchange Commission (" SEC ") and various states and other jurisdictions, including reimbursement of Shares; all fees and actual expenses relating to portfolio transactions and positions incurred by the Adviser or others in performing such functions for the Fund’s account , and including compensation of persons who are employees of the Adviser, in proportion to the relative time spent on such as direct matters; (h) expenses of shareholders' and indirect trustees' meetings, including meetings of committees, and of preparing, printing and mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses associated of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel Adviser; (k) charges and other expenses incurred of legal counsel in connection with the selection or monitoring of investments, or enforcing matters relating to the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (, including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses legal services rendered in connection with repurchase offers the Fund's trust and any repurchases or redemptions financial structure and relations with its shareholders, issuance of SharesShares of the Fund and registration and qualification of Shares under federal, state and other laws; taxes (l) the cost and governmental fees (including tax preparation fees); expense of maintaining the investment management fee, books and the fees and expenses records of the Fund’s administrator, including general ledger accounting; fees (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act which may also cover the Adviser; (n) expenses of incurred in obtaining and maintaining any custodian, subcustodian, transfer agent, and registrar, and any other agent surety bond or similar coverage with respect to securities of the Fund; (o) interest payable on Fund borrowings; (p) such other non-recurring expenses of the Fund as may arise, including expenses of actions, suits or proceedings to which the Trust on behalf of the Fund is a party and expenses resulting from the legal obligation that the Trust on behalf of the Fund may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; and (r) all costs other expenses permitted by the Prospectus and charges for equipment or services used in communicating information regarding Statement of Additional Information of the Fund’s transactions among the Platform Manager and any custodian or other agent engaged Fund as being paid by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund. SECTION 4.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the MCM Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Subadviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Subadviser’s overhead and employee costs); fees payable to the Subadviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other 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 stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders’ and other meetings.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesInterests; all fees and expenses relating to portfolio transactions and positions for reasonably incurred in connection with the Fund’s account operation of the Fund such as direct and indirect expenses associated with related to the Fund’s investments, including its assessment of prospective investments in investment funds, or proposed investments, (whether or not such investments are completedconsummated), including investment structuring, corporate action, travel associated with due diligence and other expenses incurred in connection with the selection or monitoring of investments, or activities and enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside tax or legal counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesInterests; taxes and governmental fees (including tax preparation fees); the investment management fee, Investment Management Fee and the Incentive Fee; the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund, including any fees paid pursuant to the distribution and/or services plan adopted by the Fund in compliance with Rule 12b-1 under the Investment Company Act; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Adviser and any custodian or other agent engaged by the Fund; bank services service fees; costs and expenses relating to any amendment of the Fund’s LLC Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memorandadocuments, statements of additional informationSAIs, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholdersmembers’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder member recordkeeping and shareholder member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Adviser or its affiliates; expenses (including travel or lodging) incurred by Fund officers for attending Board meetings or conducting the Fund’s business; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the Advisory Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolio and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Sub-adviser's overhead and employee costs); fees payable to the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses 's Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager 's financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other 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 stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders' and other meetings.

Allocation of Expenses. AmBeacon, at its expense, shall furnish each Series with all necessary facilities, equipment, supplies and personnel. AmBeacon shall also be responsible for paying the salaries, expenses and fees of any personnel that it furnishes to any Series (aincluding the salaries, expenses and fees of Trustees, officers and employees of a Trust who are officers, directors/trustees, partners, or employees of AmBeacon or its affiliates) All costs and expenses required for them to faithfully perform their duties under this Agreement; provided, however, that the parties may agree that a Trust may pay the compensation of the Fund not expressly assumed Trust’s chief compliance officer or any other officer of the Trust. Expenses borne by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingSeries will include, but not be limited to, the following (or each Series’ proportionate share of the following): brokerage commissions and issue and transfer taxes relating to securities purchased or sold by the Series or any fees and expenses losses incurred in connection with therewith; expenses of organizing the organization of the Fund and the offering and issuance of SharesSeries; all filing fees and expenses relating to portfolio transactions the registration and positions qualification of the Series’ shares under federal or state securities laws and maintaining such registrations and qualifications; distribution and service fees; fees and salaries payable to the Trustees and officers of a Trust who are not officers, directors/trustees, partners or employees of AmBeacon or its affiliates; taxes (including any income or franchise taxes) and governmental fees; costs of any liability, uncollectible items of deposit and other insurance (including directors’ and officers’ errors and omissions insurance) or fidelity bonds; any costs, expenses or losses arising out of any liability of or claim for damage or other relief asserted against a Trust or Series for violation of any law; legal, accounting and auditing expenses, including legal fees of counsel to the Trusts or any Series for services rendered to a Trust or the Series and legal fees of special counsel for the Fund’s account such as direct independent trustees; charges of custodians, transfer agents, proxy voting services and indirect expenses associated with relating to proxy solicitation and tabulation services and services of other agents; costs of preparing share certificates; expenses of printing and mailing prospectuses and supplements thereto for shareholders, reports and statements to shareholders and proxy materials; all expenses incidental to holding shareholder and Board meetings; costs incurred for any pricing or valuation services; any expenses of AmBeacon resulting from new services necessitated by regulatory or legal changes affecting mutual funds occurring after the Fund’s investments, date of this Agreement; any extraordinary expenses (including its investments in investment funds, fees and disbursements of counsel) incurred by a Trust or proposed investments, whether or not such investments are completed, including travel Series; and fees and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights membership in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundcompany organizations.

Allocation of Expenses. The Sub-Adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. Such expenses include the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-Adviser connected with investment and economic research, trading, and investment management of the Fund). As described in the Advisory Agreement, Empower Funds and/or the Adviser pay all other expenses incurred in the operation of the Fund and all of its general administrative expenses. The Sub-Adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of Empower Funds (including out-of-pocket expenses, but not including the Sub-Adviser’s overhead and employee costs); fees payable to the Sub-Adviser and to any other Empower Funds 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 or with respect to Empower Funds in connection with membership in investment company trade organizations; fees and expenses of Empower Funds’ administrator or of any transfer agent, registrar, or dividend disbursing agent of Empower Funds; payments to the Fund not expressly assumed by the Platform Manager under this Agreement pursuant administrator for maintaining Empower Funds’ financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to clause (b) pricing agents, accountants, bankers and other specialists, if any; expenses of this Section 4 shall be paid by the Fund including, but not limited to, any fees and preparing share certificates; other expenses in connection with the organization issuance, offering, distribution or sale of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings securities issued by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsEmpower Funds; expenses relating to investor and public relations; fees and expenses of registering and qualifying shares of Empower Funds for sale; freight, insurance and other charges in connection with the Trustees who are not employees shipment of the Platform Manager Empower Funds’ portfolio securities; brokerage commissions or its affiliatesother costs of acquiring or disposing of any portfolio securities or other assets of Empower Funds, or of entering into other transactions or engaging in any investment practices with respect to Empower Funds; insurance premiumsexpenses of printing and distributing prospectuses, statements of additional information, reports, notices and dividends to stockholders; Extraordinary Expenses (as defined below)costs of stationery or other office supplies; any litigation expenses; and all costs of stockholders’ and expenses other meetings. Notwithstanding the foregoing, the Sub-Advisor shall be obligated to reimburse Empower Funds for liabilities incurred as a result of dissolution, winding-up and termination of the Fundoverdrafts.

Allocation of Expenses. (a) The Adviser agrees that it will furnish the Trust, at the Adviser's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Adviser. All operating costs and expenses of relating to the Total Return Bond Fund not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund Trust from the assets of the Total Return Bond Fund, including, but not limited to, any fees to (i) interest and expenses in connection with the organization of the Fund and the offering and issuance of Sharestaxes; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; (ii) brokerage commissions; interest and fees on any borrowings by the Fund(iii) insurance premiums; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees iv) compensation and expenses of outside counsel (including fees and expenses associated the Trust's Trustees other than those affiliated with the review of documentation for prospective investments by the Fund), including foreign counselTrust's investment advisers; accounting, auditing (v) legal and tax preparation audit expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the vi) fees and expenses of the Trust's Administrator, custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Total Return Bond Fund’s administrator's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent incident to the registration under Federal or state securities laws of the Trust or the shares of the Total Return Bond Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”ix) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, printing and distributing offering memoranda, statements of additional information, mailing reports and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, notices and proxy materialsmaterial to shareholders of the Trust; (x) all other expenses incidental to holding meetings of preparing, printing, and filing reports and other documents with government agenciesthe Trust's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses of shareholders’ meetingsas may arise, including litigation affecting the solicitation of proxies in connection therewithTrust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses which the Trust or a series of the Trustees who are not employees Trust agrees to bear in any distribution agreement or in any plan adopted by the Trust and/or a series of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of Trust pursuant to Rule 12b-1 under the FundAct.

Allocation of Expenses. (a) All costs In addition to the fees described in Section 2 hereof, the Fund shall pay all its expenses which are not assumed by the Adviser in its capacity as the Fund's investment adviser. These Fund expenses include, by way of example, but not by way of limitation, (a) brokerage and commission expenses; (b) interest charges on borrowings; (c) fees and expenses of legal counsel and independent auditors; (d) the Fund Fund's organizational and offering expenses, whether or not expressly assumed advanced by the Platform Manager under this Agreement pursuant to clause Adviser; (be) Federal, state, local and foreign taxes, including issue and transfer taxes incurred by or levied on the Fund; (f) cost of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization certificates representing common shares of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and any other expenses incurred in connection with (including clerical expenses) of issuance, sale or repurchase of the selection or monitoring common shares of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists)g) association membership dues; research expenses; (h) fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by registering the Fund), including foreign counsel's shares under the appropriate Federal securities laws and of qualifying the Fund's shares under applicable state securities laws; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and i) expenses of the Fund’s administratorprinting and distributing reports, notices and proxy materials to shareholders; fees (j) costs of annual and special shareholders' meetings; (k) expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government governmental agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees (l) charges and expenses of the Trustees who Fund's Administrator, custodian and registrar, transfer agent and dividend disbursing agent; (m) expenses of disbursing dividends and distributions; (n) compensation of the Fund's officers, directors and employees that are not employees of the Platform Manager Affiliated Persons or its affiliates; insurance premiums; Extraordinary Expenses Interested Persons (as defined below)in Section 2(a) of the Investment Company Act of 1940, as amended and the rules, regulations and releases relating thereto) of the Adviser; and (o) the cost of other personnel providing services to the Fund; (p) travel expenses for attendance of Board of Directors meetings by all costs and expenses incurred as a result members of dissolution, winding-up and termination the Board of Directors of the Fund; (q) insurance expenses; (r) costs of stationery and supplies; and (s) any extraordinary expenses of a nonrecurring nature.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Limited Liability Company Agreement and Declaration of Trust (the “Trust InstrumentLLC Agreement”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. The Adviser agrees that it will furnish each Fund, at its expense, all office space and facilities, equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser agrees that it will supply to any administrator (athe "Administrator") of the Funds all necessary financial information in connection with the Administrator's duties under any agreement between the Administrator and the Trust on behalf of the Funds. All costs and expenses of associated with any administrative functions delegated by the Adviser to the Administrator that are not pursuant to any agreement between the Administrator and a Fund or the Adviser and a Fund will be paid by the Adviser. All other costs and expenses not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) or by the Administrator under the administration agreement between it and the Trust on behalf of this Section 4 a fund shall be paid by the Fund from the assets in the Fund, including, but not limited to, any to (i) fees and expenses in connection with paid to the organization of the Fund Adviser and the offering Administrator, (ii) interest and issuance of Sharestaxes; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; (iii) brokerage commissions; interest (iv) insurance premiums; (v) compensation and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultantsthe Trustees other than those affiliated with the adviser or the administrator; (vi) legal, experts accounting and specialists); research audit expenses; (vii) fees and expenses of outside counsel any transfer agent, distributor, registrar, dividend disbursing agent or shareholder servicing agent of the Fund; (viii) expenses, including clerical expenses, incident to the issuance, redemption or purchase of shares of the Fund, including issuance on the payment of, or reinvestment of, dividends; (ix) fees and expenses associated incident to the registration under Federal or state securities laws of the Fund or its shares; (x) expenses of preparing, setting in type, printing and mailing prospectuses, statements of additional information, reports and notices and proxy material to shareholders of the Fund; (xi) all other expenses incidental to holding meetings of the Fund's shareholders; (xii) expenses connected with the review execution, recording and settlement of documentation for prospective investments by the Fund), including foreign counselportfolio securities transactions; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the xiii) fees and expenses of the Fund’s administrator's custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; fees and (xiv) expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent calculating net asset value of the shares of the Fund; all costs (xv) industry membership fees allocable to the fund; and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and (xvi) such extraordinary expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetingsas may arise, including litigation affecting the solicitation of proxies in connection therewith; expenses of corporate data processing Fund and related services; shareholder recordkeeping the legal obligations which the Fund may have to indemnify the officers and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundwith respect thereto.

Allocation of Expenses. (a) All costs The Adviser will pay all operating expenses of the Portfolios, including the compensation and expenses of any employees of the Fund not expressly assumed by Portfolios and of any other persons rendering any services to the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any Portfolios; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by the Portfolios in connection with membership in investment company organizations; legal, auditing and accounting expenses (except as otherwise provided below); expenses of registering shares under federal and state securities laws, including expenses incurred by the Portfolios in connection with the organization and initial registration of shares of the Fund and the offering and issuance of SharesPortfolios; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research insurance expenses; fees and expenses of outside counsel (including fees the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and expenses associated with the review of documentation for prospective investments by the Fund)pricing services agent; expenses, including foreign counselclerical expenses, of issue, sale, redemption or repurchase of shares of the Portfolios; accountingthe cost of preparing and distributing reports and notices to shareholders, auditing the cost of printing or preparing prospectuses and tax preparation expensesstatements of additional information for delivery to each Portfolio's current and prospective shareholders; fees the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with repurchase offers and the sale or distribution of each Portfolio's shares (excluding any repurchases or redemptions of Shares; taxes and governmental fees expenses which each Portfolio is authorized to pay pursuant to Rule 12b-1 (including tax preparation feesif applicable) under the 1940 Act); and all other xxxxxxxxtional and operating expenses not specifically assumed by the investment management feePortfolios. The Portfolios will pay all brokerage fees and commissions, and the taxes, interest, fees and expenses of the Fund’s administrator; fees independent trustees (and their independent legal counsel, if any) and such extraordinary or non-recurring expenses as may arise, including litigation to which the Portfolios may be a party and indemnification of any custodianthe Trust's trustees and officers with respect thereto. The Portfolios may also pay up to 0.35% of their average daily net assets to intermediaries who, subcustodianunder a "platform" arrangement, take responsibility for providing record keeping, sub-accounting, redemption and/or other transfer agentrelated, and registrarother administrative services to their account holders. Additionally, the Portfolios shall pay any expenses that they are authorized to pay pursuant to Rule 12b-1 (if applicable) under the 1940 Act. The Adviser may obtain reimbursement from the Portfolios, at such time or times as the Adviser may determine in its sole discretion, for any of the expenses advanced by the Adviser, which each Portfolio is obligated to pay, and any other agent such reimbursement shall not be considered to be part of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating Adviser's compensation pursuant to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundthis Agreement.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the MCM Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolio and all of its general administrative expenses. The Subadviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Subadviser’s overhead and employee costs); fees payable to the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other 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 stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders’ and other meetings.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to a separate administration agreement with the Trust, the Fund assumes and shall pay all expenses for all other Fund operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Fund provides otherwise, the expenses to be borne by the Fund shall include, without limitation: (a) All costs all expenses of organizing the Fund; (b) the charges and expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid any registrar, stock transfer or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Fund includingfor the safekeeping of its cash, but not limited toportfolio securities and other property, any fees including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Fund (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the organization portfolio securities of the Fund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Fund to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Fund; (g) expenses involved in registering and maintaining registrations of the Fund and of its Shares with the offering Securities and issuance Exchange Commission (" SEC ") and various states and other jurisdictions, including reimbursement of Shares; all fees and actual expenses relating to portfolio transactions and positions incurred by the Adviser or others in performing such functions for the Fund’s account , and including compensation of persons who are employees of the Adviser, in proportion to the relative time spent on such as direct matters; (h) expenses of shareholders' and indirect trustees' meetings, including meetings of committees, and of preparing, printing and mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses associated of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel Adviser; (k) charges and other expenses incurred of legal counsel in connection with the selection or monitoring of investments, or enforcing matters relating to the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (, including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses legal services rendered in connection with repurchase offers the Fund's trust and any repurchases or redemptions financial structure and relations with its shareholders, issuance of SharesShares of the Fund and registration and qualification of Shares under federal, state and other laws; taxes (l) the cost and governmental fees (including tax preparation fees); expense of maintaining the investment management fee, books and the fees and expenses records of the Fund’s administrator, including general ledger accounting; fees (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act which may also cover the Adviser; (n) expenses of incurred in obtaining and maintaining any custodian, subcustodian, transfer agent, and registrar, and any other agent surety bond or similar coverage with respect to securities of the Fund; (o) interest payable on Fund borrowings; (p) such other non-recurring expenses of the Fund as may arise, including expenses of actions, suits or proceedings to which the Trust on behalf of the Fund is a party and expenses resulting from the legal obligation that the Trust on behalf of the Fund may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; and (r) all costs other expenses permitted by the Prospectus(es) and charges for equipment or services used in communicating information regarding Statement of Additional Information of the Fund’s transactions among the Platform Manager and any custodian or other agent engaged Fund as being paid by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund. SECTION 4.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the GW Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolios and all of the Fund's general administrative expenses. As stated above, the Subadviser shall not be responsible for the expenses of the Fund, including the following expenses: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Subadviser's overhead and employee costs); fees payable to the Subadviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses 's Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager 's financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other 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 stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders' and other meetings.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the Advisory Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolio and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Sub-adviser's overhead and employee costs); fees payable to the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses 's Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager 's financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by specialists, if any; expenses relating to filing class action or bankruptcy settlement award claims on behalf of the Fund; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other 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 stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders' and other meetings.

Allocation of Expenses. (a) All The Administrator shall bear all costs and expenses associated with its obligation to provide the office space, facilities, equipment and personnel necessary to perform its duties under this Agreement, including compensation of officers of the Fund not Trust who are affiliated persons of the Administrator (if applicable). The Trust shall pay all its expenses other than those expressly assumed stated to be payable by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid Administrator hereunder, which expenses payable by the Fund includingTrust shall include, but not limited to, any without limitation: organizational expenses; fees and expenses payable to the Trust's investment adviser(s), custodian, transfer agent/shareholder servicing agent, distributor, accounting services agent, legal counsel and independent public accountants; all documented out-of-pocket expenses incurred by the Administrator in connection with the organization provision of administrative services hereunder; the cost of obtaining quotations for calculating the value of the assets of each Fund; taxes levied against the Trust or any Fund; brokerage fees, xxxx-ups and commissions in connection with the purchase and sale of Fund securities; costs, including the interest expense, of borrowing money; costs and/or fees incident to holding meetings of the Board of Trustees and shareholders; costs and/or fees related to preparation (including typesetting and printing charges) and mailing of copies of the Trust's Prospectuses, Statements of Additional Information, reports and proxy materials to the existing shareholders of the Funds and filing of reports with regulatory bodies; costs and/or fees related to maintenance of the Trust's existence; costs and/or fees of initial and on-going registration of shares with Federal and state securities authorities; costs of printing share certificates representing shares of the Funds; fees payable to, and expenses of, Trustees who are not "interested persons" of the Trust; premiums payable on the fidelity bond required by Section 17(g) of the 1940 Act, and any other premiums payable on insurance policies related to the Trust's business and the offering and issuance investment activities of Sharesits Funds; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentsfees, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel voluntary assessments and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights Trust's membership in respect of investment company organizations; and such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, non-recurring expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund)as may arise, including foreign counsel; accountingactions, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases suits or redemptions of Shares; taxes and governmental fees (including tax preparation fees); proceedings to which the investment management fee, Trust is a party and the fees legal obligation which the Trust may have to indemnify its Trustees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection officers with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments respect thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. The Sub-Adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. Such expenses include the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-Adviser connected with investment and economic research, trading, and investment management of the Fund Accounts). As described in the Advisory Agreement, the Fund pays all other expenses incurred in the operation of the Fund and all of its general administrative expenses. The Sub-Adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Sub-Adviser’s overhead and employee costs); fees payable to the Sub-Adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager Fund for sale; freight, insurance and other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or its affiliatesother costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; insurance premiumsindex license fees; Extraordinary Expenses (as defined below)expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; and all costs of stockholders’ and expenses other meetings. Notwithstanding the foregoing, the Sub-Adviser shall be obligated to reimburse the Fund Account for liabilities incurred as a result of dissolution, winding-up and termination of the Fundoverdrafts.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Fund Servicing Agent under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesUnits; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments investments, through Center Coast Core MLP Fund I, LLC (the “Master Fund”), in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesUnits; taxes and governmental fees (including tax preparation fees); the Fund’s pro rata share of the investment management feefee payable by the Master Fund to Center Coast Capital in its capacity as investment manager of the Master Fund, the Fund Servicing Fee and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Fund Servicing Agent and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust limited liability company agreement (the “Trust InstrumentLLC Agreement”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholdersmembers’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder member recordkeeping and shareholder member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Fund Servicing Agent or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. The Sub-Adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. Such expenses include the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-Adviser connected with investment and economic research, trading, and investment management of the Fund). As described in the Advisory Agreement, Empower Funds and/or the Adviser pay all other expenses incurred in the operation of the Fund and all of its general administrative expenses. The Sub-Adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of Empower Funds (including out-of-pocket expenses, but not including the Sub-Adviser’s overhead and employee costs); fees payable to the Sub-Adviser and to any other Empower Funds 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 or with respect to Empower Funds in connection with membership in investment company trade organizations; fees and expenses of Empower Funds’ administrator or of any transfer agent, registrar, or dividend disbursing agent of Empower Funds; payments to the Fund not expressly assumed by the Platform Manager under this Agreement pursuant administrator for maintaining Empower Funds’ financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to clause (b) pricing agents, accountants, bankers and other specialists, if any; expenses of this Section 4 shall be paid by the Fund including, but not limited to, any fees and preparing share certificates; other expenses in connection with the organization issuance, offering, distribution or sale of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings securities issued by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsEmpower Funds; expenses relating to investor and public relations; fees and expenses of registering and qualifying shares of Empower Funds for sale; freight, insurance and other charges in connection with the Trustees who are not employees shipment of the Platform Manager Empower Funds’ portfolio securities; brokerage commissions or its affiliatesother costs of acquiring or disposing of any portfolio securities or other assets of Empower Funds, or of entering into other transactions or engaging in any investment practices with respect to Empower Funds; insurance premiumsexpenses of printing and distributing prospectuses, statements of additional information, reports, notices and dividends to stockholders; Extraordinary Expenses (as defined below)costs of stationery or other office supplies; any litigation expenses; and all costs of stockholders’ and expenses other meetings. Notwithstanding the foregoing, the Sub-Advisor shall be obligated to reimburse Empower Funds for liabilities incurred as a result of dissolution, winding-up and termination overdrafts except when an overdraft is caused by a delay in receipt of funds resulting from the actions or inactions of the FundFund or the Adviser.

Allocation of Expenses. (a) The Adviser agrees that it will furnish the Fund, at its expense, all office space and facilities, equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser agrees that it will supply to the Administrator of the Fund all necessary financial information in connection with the Administrator's duties under any agreement between the Administrator and the Fund on behalf of the Fund. All costs and expenses of associated with any administrative functions delegated by the Adviser to the Administrator that are not pursuant to any agreement between the Administrator and the Fund or the Adviser and the Fund will be paid by the Adviser. All other costs and expenses not expressly assumed by the Platform Manager Adviser under this Agreement, by Dessxxxx xxxer its Investment Advisory Agreement pursuant to clause (b) with the Fund or by the Administrator under the Administration Agreement between it and the Fund on behalf of this Section 4 the Fund shall be paid by the Fund from the assets of the Fund, including, but not limited toto (i) fees paid to the Adviser, any fees Dessxxxx xxx the Administrator; (ii) interest and expenses in connection with the organization of the Fund and the offering and issuance of Sharestaxes; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; (iii) brokerage commissions; interest (iv) insurance premiums; (v) compensation and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultantsthe trustees other than those affiliated with the Adviser, experts Dessxxxx xx the administrator; (vi) legal, accounting and specialists); research audit expenses; (vii) fees and expenses of outside counsel any transfer agent, distributor, registrar, dividend disbursing agent or shareholder servicing agent of the Fund; (viii) expenses, including clerical expenses, incident to the issuance, redemption or repurchase of shares of the Fund, including issuance on the payment of, or reinvestment of, dividends; (ix) fees and expenses associated incident to the registration under Federal or state securities laws of the Fund or its shares; (x) expenses of preparing, setting in type, printing and mailing prospectuses, statements of additional information, reports and notices and proxy material to shareholders of the Fund; (xi) all other expenses incidental to holding meetings of the Fund's trustees and shareholders; (xii) expenses connected with the review execution, recording and settlement of documentation for prospective investments by the Fund), including foreign counselportfolio securities transactions; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the xiii) fees and expenses of the Fund’s administrator's custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; fees and (xiv) expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent calculating net asset value of the shares of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by (xv) industry membership fees allocable to the Fund; bank services fees; costs and (xvi) such extraordinary expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetingsas may arise, including litigation affecting the solicitation of proxies in connection therewith; expenses of corporate data processing Fund and related services; shareholder recordkeeping the legal obligations which the Fund may have to indemnify the officers and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Funddirectors with respect thereto.

Allocation of Expenses. (a) All Subject to the limitations set forth in this Agreement, the Company shall bear all costs and expenses for the administration of its business and affairs. Such costs and expenses shall include but not be limited to: the cost of organizing as a Maryland corporation, including the cost of legal services and other fees pertaining to the Company's organization, plus the costs and expenses pertaining to the offering of the Fund not expressly assumed by Company's shares of common stock ("Shares"), including the Platform Manager costs associated with assembling, printing and mailing offering materials, processing subscription agreements, generating advertising and sales materials, legal and accounting services provided to the Company, and registration and qualification of securities under this Agreement pursuant to clause federal law, including taxes and fees (b) of this Section 4 shall be paid by the Fund includingcollectively, but not limited to, any fees "Organization and expenses in connection with the organization of the Fund Offering Expenses"); corporate and the offering and issuance of Shares; all fees and organizational expenses relating to portfolio transactions borrowings and positions for offerings of the Fund’s account such as direct Shares and indirect expenses associated with other securities and incurrences of any indebtedness, subject to limitations included in this Agreement; the Fund’s investmentscost of calculating the Company's daily net asset value, including its investments in the cost of any third-party valuation services; the cost of effecting sales and repurchases of the Shares and other securities; investment fundsadvisory fees of the Adviser; fees payable to third parties relating to, or proposed investmentsassociated with, whether or not such making, monitoring and disposing of investments are completedand valuing investments and enforcing contractual rights, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with performing due diligence reviews of prospective investments; reasonable travel costs associated with due diligence or monitoring of investments; the review fees, costs and operating expenses relating to the Administrator or any of documentation for prospective its subsidiaries; the fees and costs relating to any special purpose vehicles formed to make investments by on behalf of the FundCompany either directly or through a Subsidiary; research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); transfer agent, including foreign counsel; accounting, auditing administration and tax preparation expensescustodial fees; fees and expenses in connection associated with repurchase offers the Company's marketing efforts; interest payable on debt, if any, incurred to finance the Company's investments; federal and any repurchases or redemptions of Sharesstate registration fees; taxes federal, state and governmental fees (including tax preparation fees)local taxes; the investment management fee, and the fees and expenses of any directors of the Fund’s administratorCompany who are not affiliated persons (as defined in the 1000 Xxx) of the Adviser; costs of proxy statements, shareholders' reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums; direct costs such as printing, mailing, long distance telephone and staff costs; fees and expenses associated with independent audits and outside legal costs, including compliance with the Sxxxxxxx-Xxxxx Act of any custodian, subcustodian, transfer agent, 2002; costs associated with the Company's reporting and registrar, compliance obligations under the 1940 Act and any applicable federal and state securities laws; brokerage commissions for the Company's investments; and all other agent of the Fund; all costs fees and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged expenses incurred by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) Administrator or the Fund’s other organizational documents; any expenses Company in connection with meetings of administering the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetingsCompany's business, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; all fees and expenses incurred by the Administrator in performing its obligations under this Agreement and the reimbursement of the Trustees who allocable portion of the compensation (which may include, but is not limited to, salary, benefits, bonuses and incentive compensation, if any) of certain of the Company's administrative personnel (which shall not include the Company's Chief Financial Officer or the Company's Chief Compliance Officer), to the extent they are not employees controlling persons of the Platform Manager Administrator or any of its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of subject to the Fundlimitations included in this Agreement.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to a separate administration agreement with the Trust, the Fund assumes and shall pay all expenses for all other Fund operations and activities, and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the prospectus(es) or statement of additional information of the Fund provides otherwise, the expenses to be borne by the Fund shall include, without limitation: (a) All costs all expenses of organizing the Fund; (b) the charges and expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid any registrar, stock transfer or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Fund includingfor the safekeeping of its cash, but not limited toportfolio securities and other property, any fees including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Fund (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the organization portfolio securities of the Fund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Fund to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Fund; (g) expenses involved in registering and maintaining registrations of the Fund and of its Shares with the offering Securities and issuance Exchange Commission ("SEC") and various states and other jurisdictions, including reimbursement of Shares; all fees and actual expenses relating to portfolio transactions and positions incurred by the Adviser or others in performing such functions for the Fund’s account , and including compensation of persons who are employees of the Adviser, in proportion to the relative time spent on such as direct matters; (h) expenses of shareholders' and indirect trustees' meetings, including meetings of committees, and of preparing, printing and mailing proxy statements, quarterly reports, if any, semi- annual reports, annual reports and other communications to existing shareholders; (i) expenses associated of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel Adviser; (k) charges and other expenses incurred of legal counsel in connection with the selection or monitoring of investments, or enforcing matters relating to the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (, including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses legal services rendered in connection with repurchase offers the Fund's trust and any repurchases or redemptions financial structure and relations with its shareholders, issuance of SharesShares of the Fund and registration and qualification of Shares under federal, state and other laws; taxes (l) the cost and governmental fees (including tax preparation fees); expense of maintaining the investment management fee, books and the fees and expenses records of the Fund’s administrator, including general ledger accounting; fees (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act which may also cover the Adviser; (n) expenses of incurred in obtaining and maintaining any custodian, subcustodian, transfer agent, and registrar, and any other agent surety bond or similar coverage with respect to securities of the Fund; (o) interest payable on Fund borrowings; (p) such other non-recurring expenses of the Fund as may arise, including expenses of actions, suits or proceedings to which the Trust on behalf of the Fund is a party and expenses resulting from the legal obligation that the Trust on behalf of the Fund may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; and (r) all costs other expenses permitted by the prospectus(es) and charges for equipment or services used in communicating statement of additional information regarding of the Fund’s transactions among the Platform Manager and any custodian or other agent engaged Fund as being paid by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund. SECTION 4.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Investor Servicing Agent under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesUnits; all fees and expenses relating directly related to portfolio transactions and positions for the Fund’s 's account such as direct and indirect expenses associated with the Fund’s 's investments, including its investments investments, through Goldman Sachs Hedge Fund Partners Registered Master Fund, XXX (xhe "Master Fund"), in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s 's rights in respect of such investments; the Fund's pro rata share of the investment management fee payable by the Master Fund to HFS in its capacity as investment manager of the Master Fund; quotation or valuation expenses; the Investor Servicing Fee and the fees and expenses of the Fund's administrator; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign legal counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesUnits; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s 's transactions among the Platform Manager Investor Servicing Agent and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust 's limited liability company agreement (the “Trust Instrument”"LLC Agreement") or the Fund’s 's other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memorandaprospectuses, statements of additional informationSAIs, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ Members' meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder Member recordkeeping and shareholder Member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Investor Servicing Agent or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Second Amended and Restated Limited Liability Company Agreement and Declaration of Trust (the “Trust InstrumentLLC Agreement”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the Advisory Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolio and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Sub-adviser’s overhead and employee costs); fees payable to the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other 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 stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders’ and other meetings.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the MCM Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolio and all of its general administrative expenses. The Subadviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Subadviser's overhead and employee costs); fees payable to the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses 's Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager 's financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other 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 stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders' and other meetings.

Allocation of Expenses. ABA, at its expense, shall furnish each Series with all necessary facilities, equipment, supplies and personnel. ABA shall also be responsible for paying the salaries, expenses and fees of any personnel that it furnishes to any Series (aincluding the salaries, expenses and fees of Trustees, officers and employees of a Trust who are officers, directors/trustees, partners, or employees of ABA or its affiliates) All costs and expenses required for them to faithfully perform their duties under this Agreement; provided, however, that the parties may agree that a Trust may pay the compensation of the Fund not expressly assumed Trust’s chief compliance officer or any other officer of the Trust. Expenses borne by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingSeries will include, but not be limited to, the following (or each Series’s proportionate share of the following): brokerage commissions and issue and transfer taxes relating to securities purchased or sold by the Series or any fees and expenses losses incurred in connection with therewith; expenses of organizing the organization of the Fund and the offering and issuance of SharesSeries; all filing fees and expenses relating to portfolio transactions the registration and positions qualification of the Series’ shares under federal or state securities laws and maintaining such registrations and qualifications; distribution and service fees; fees and salaries payable to the Trustees and officers of a Trust who are not officers, directors/trustees, partners or employees of ABA or its affiliates; taxes (including any income or franchise taxes) and governmental fees; costs of any liability, uncollectible items of deposit and other insurance (including directors’ and officers’ errors and omissions insurance) or fidelity bonds; any costs, expenses or losses arising out of any liability of or claim for damage or other relief asserted against a Trust or Series for violation of any law; legal, accounting and auditing expenses, including legal fees of counsel to the Trusts or any Series for services rendered to a Trust or the Series and legal fees of special counsel for the Fund’s account such as direct independent trustees; charges of custodians, transfer agents, proxy voting services and indirect expenses associated with relating to proxy solicitation and tabulation services and services of other agents; costs of preparing share certificates; expenses of printing and mailing prospectuses and supplements thereto for shareholders, reports and statements to shareholders and proxy materials; all expenses incidental to holding shareholder and Board meetings; costs incurred for any pricing or valuation services; any expenses of ABA resulting from new services necessitated by regulatory or legal changes affecting mutual funds occurring after the Fund’s investments, date of this Agreement; any extraordinary expenses (including its investments in investment funds, fees and disbursements of counsel) incurred by a Trust or proposed investments, whether or not such investments are completed, including travel Series; and fees and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights membership in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fundcompany organizations.

Allocation of Expenses. (a) The ADVISER agrees that it will furnish the FUND, at the ADVISER's expense, with all office space, facilities, equipment and clerical personnel necessary for carrying out its duties under this Agreement. The ADVISER will also pay all compensation of all Directors, officers and employees of the FUND who are affiliated persons of the ADVISER. All costs and expenses of the Fund not expressly assumed by the Platform Manager ADVISER under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund FUND, including, but not limited to, any fees to (i) interest and expenses in connection with the organization of the Fund and the offering and issuance of Sharestaxes; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; (ii) brokerage commissions; interest and fees on any borrowings by the Fund(iii) insurance premiums; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees iv) compensation and expenses of outside counsel (including fees and expenses associated its Directors other than those affiliated with the review of documentation for prospective investments by the Fund), including foreign counselADVISER; accounting, auditing (v) independent legal and tax preparation audit expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the vi) fees and expenses of the Fund’s administrator; fees and expenses of any FUND's custodian, subcustodian, shareholder servicing or transfer agent, and registraraccounting services agent; (vii) expenses incident to the issuance of its shares, including stock certificates and any other agent issuance of shares on the payment of, or reinvestment of dividends; (viii) fees and expenses incident to the registration under federal or state securities laws of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board FUND or its committeesshares; (ix) FUND or Portfolio organizational expenses; (x) FUND expenses of preparing, amendingprinting and mailing reports and notices, printingproxy material and prospectuses to shareholders of the FUND; (xi) all other expenses incidental to holding meetings of the FUND's shareholders; (xii) dues or assessments of or contributions to the Investment Company Institute or any successor or other industry association; (xiii) such non-recurring expenses as may arise, including litigation affecting the FUND and distributing offering memorandathe legal obligations which the FUND may have to indemnify its officers and Directors with respect thereto; and (xiv) cost of daily valuation of each of the Portfolio's securities and net asset value per share. Notwithstanding the foregoing, statements AAL agrees to reimburse the Fund for substantially all of additional informationits operating expenses, other than investment advisory fees, brokerage commissions, and any other sales material (and any supplements extraordinary items such as litigation expenses or amendments thereto), reports, notices, websites, other communications income tax liabilities. AAL may withdraw this undertaking upon 30 days' written notice to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) The Adviser agrees that it will furnish the Trust, at the Adviser's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Adviser. All operating costs and expenses of relating to the Biotechnology Fund not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund Trust from the assets of the Biotechnology Fund, including, but not limited to, any fees to (i) interest and expenses in connection with the organization of the Fund and the offering and issuance of Sharestaxes; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; (ii) brokerage commissions; interest and fees on any borrowings by the Fund(iii) insurance premiums; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees iv) compensation and expenses of outside counsel (including fees and expenses associated the Trust's Trustees other than those affiliated with the review of documentation for prospective investments by the Fund), including foreign counselTrust's investment advisers; accounting, auditing (v) legal and tax preparation audit expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the vi) fees and expenses of the Trust's Administrator, custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Biotechnology Fund’s administrator's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent incident to the registration under Federal or state securities laws of the Trust or the shares of the Biotechnology Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”ix) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, printing and distributing offering memoranda, statements of additional information, mailing reports and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, notices and proxy materialsmaterial to shareholders of the Trust; (x) all other expenses incidental to holding meetings of preparing, printing, and filing reports and other documents with government agenciesthe Trust's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses of shareholders’ meetingsas may arise, including litigation affecting the solicitation of proxies in connection therewithTrust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses which the Trust or a series of the Trustees who are not employees Trust agrees to bear in any distribution agreement or in any plan adopted by the Trust and/or a series of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of Trust pursuant to Rule 12b-1 under the FundAct.

Allocation of Expenses. (a) The Adviser agrees that it will furnish the Fund, at the Adviser's expense, all office space, facilities, equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser agrees that it will supply, or cause to be supplied, to any sub-adviser, administrator or principal underwriter of the Fund all necessary financial information in connection with such sub-adviser's, administrator's or principal underwriter's duties under any agreement between such sub- adviser, administrator or principal underwriter and the Business Trust. The Adviser will also pay all compensation of the Fund's officers, employees, and Trustees, if any, who are affiliated persons of the Adviser. The Fund agrees to bear the costs of preparing and setting in type its prospectuses, statements of additional information and reports to its shareholders, and the costs of printing or otherwise producing and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All costs and expenses of the Fund not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) of this Section 4 or by such sub-adviser, administrator or principal underwriter shall be paid by the Fund Fund, including, but not limited toto (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its Trustees other than those affiliated with the Adviser or such sub-adviser, any administrator or principal underwriter; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses in connection with incident to the organization registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; and (xi) such non-recurring expenses as may arise, including litigation affecting the Fund and the offering legal obligations for which the Business Trust may have to indemnify its officers and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the FundTrustees.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Fund Servicing Agent under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesUnits; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesUnits; taxes and governmental fees (including tax preparation fees); the investment management fee, the Fund Servicing Fee and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Fund Servicing Agent and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust limited liability company agreement (the “Trust InstrumentLLC Agreement”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholdersmembers’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder member recordkeeping and shareholder member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Fund Servicing Agent or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund].

Allocation of Expenses. (a) All The Administrator shall bear all costs and expenses associated with its obligation to provide the office space, facilities, equipment and personnel necessary to perform its duties under this Agreement, including compensation of officers of the Fund not Trust who are affiliated persons of the Administrator (if applicable). The Trust shall pay all its expenses other than those expressly assumed stated to be payable by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid Administrator hereunder, which expenses payable by the Fund includingTrust shall include, but not limited to, any without limitation: organizational expenses; fees and expenses payable to the Trust's investment adviser, custodian, transfer agent/shareholder servicing agent, distributor, accounting services agent, legal counsel and independent public accountants; all documented out-of-pocket expenses incurred by the Administrator in connection with the organization provision of administrative services hereunder; the cost of obtaining quotations for calculating the value of the assets of the Fund; taxes levied against the Trust or the Fund; brokerage fees, xxxx-ups and commissions in connection with the purchase and sale of Fund securities; costs, including the interest expense, of borrowing money; costs and/or fees incident to holding meetings of the Board of Trustees and shareholders; costs and/or fees related to preparation (including typesetting and printing charges) and mailing of copies of the Fund's Prospectuses, Statements of Additional Information, reports and proxy materials to the existing shareholders of the Fund and filing of reports with regulatory bodies; costs and/or fees related to maintenance of the offering Trust's existence; costs and/or fees of initial and issuance on-going registration of Sharesshares with Federal and state securities authorities; all costs of printing share certificates representing shares of the Fund; fees payable to, and expenses relating of, Trustees who are not "interested persons" of the Trust; premiums payable on the fidelity bond required by Section 17(g) of the 1940 Act, and any other premiums payable on insurance policies related to portfolio transactions the Trust's business and positions for the investment activities of the Fund’s account such as direct and indirect expenses associated with the Fund’s investments; fees, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel voluntary assessments and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights Trust's membership in respect of investment company organizations; and such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, non-recurring expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund)as may arise, including foreign counsel; accountingactions, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases suits or redemptions of Shares; taxes and governmental fees (including tax preparation fees); proceedings to which the investment management fee, Trust is a party and the fees legal obligation which the Trust may have to indemnify its Trustees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection officers with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments respect thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. The Sub-Adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. Such expenses include the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-Adviser connected with investment and economic research, trading, and investment management of the Funds). As described in the Advisory Agreement, the Fund and/or the Adviser pay all other expenses incurred in the operation of the Fund and all of its general administrative expenses. The Sub-Adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Sub-Adviser’s overhead and employee costs); fees payable to the Sub-Adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager Fund for sale; freight, insurance and other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or its affiliatesother costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; insurance premiumsindex license fees; Extraordinary Expenses (as defined below)expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; and all costs of stockholders’ and expenses other meetings. Notwithstanding the foregoing, the Sub-Advisor shall be obligated to reimburse the Fund for liabilities incurred as a result of dissolution, winding-up and termination of the Fundoverdrafts.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the MCM Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolio and all of its general administrative expenses. The Subadviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Subadviser’s overhead and employee costs); fees payable to the Subadviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by specialists, if any; expenses relating to filing class action or bankruptcy settlement award claims on behalf of the Fund; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other 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 stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders’ and other meetings.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesInterests; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesInterests; taxes and governmental fees (including tax preparation fees); the investment management fee, Investment Management Fee and the Incentive Fee; the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Adviser and any custodian or other agent engaged by the Fund; bank services service fees; costs and expenses relating to any amendment of the Fund’s LLC Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional informationSAIs, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholdersmembers’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder member recordkeeping and shareholder member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Adviser or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. Such expenses include the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolios). As described in the Advisory Agreement, the Fund and/or the Adviser pay all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Sub-adviser’s overhead and employee costs); fees payable to the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager Fund for sale; freight, insurance and other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or its affiliatesother costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; insurance premiumsexpenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; Extraordinary Expenses (as defined below)costs of stationery or other office supplies; any litigation expenses; and all costs of stockholders’ and expenses other meetings. Notwithstanding the foregoing, the Sub-advisor shall be obligated to reimburse the Fund for liabilities incurred as a result of dissolution, winding-up and termination overdrafts caused by the implementation of the FundSub-adviser's investment program for the Portfolio.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesInterests; all fees and expenses relating directly related to portfolio transactions and positions for the Fund’s 's account such as direct and indirect expenses associated with the Fund’s 's investments, including its investments in investment fundsInvestment Funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s 's rights in respect of such investments; quotation or valuation expenses; the Investment Management Fee and the fees and expenses of the Fund's administrator; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign legal counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesInterests; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s 's transactions among the Platform Manager Adviser and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s LLC Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s 's other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering private placement memoranda, statements of additional informationSAIs, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ members' meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder member recordkeeping and shareholder member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Adviser or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Sponsor under this Agreement pursuant to clause (b) of this Section 4 3 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesUnits; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments investments, through Center Coast Core MLP Fund I, LLC (the “Master Fund”), in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesUnits; taxes and governmental fees (including tax preparation fees); the Fund’s pro rata share of the investment management feefee payable by the Master Fund to Center Coast Capital Advisors, LP in its capacity as investment manager of the Master Fund, the Sponsor Fee and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Sponsor and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust limited liability company agreement (the “Trust InstrumentLLC Agreement”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholdersmembers’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder member recordkeeping and shareholder member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Sponsor or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) The ADVISER agrees that it will furnish the FUND, at the ADVISER’s expense, with all office space, facilities, equipment and clerical personnel necessary for carrying out its duties under this Agreement. The ADVISER will also pay all compensation of all Directors, officers and employees of the FUND who are affiliated persons of the ADVISER. All costs and expenses of the Fund not expressly assumed by the Platform Manager ADVISER under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund FUND, including, but not limited to, any fees to (i) interest and expenses in connection with the organization of the Fund and the offering and issuance of Sharestaxes; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; (ii) brokerage commissions; interest and fees on any borrowings by the Fund(iii) insurance premiums; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees iv) compensation and expenses of outside counsel (including fees and expenses associated its Directors other than those affiliated with the review of documentation for prospective investments by the Fund), including foreign counselADVISER; accounting, auditing (v) independent legal and tax preparation audit expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the vi) fees and expenses of the FundFUND’s administrator; fees and expenses of any custodian, subcustodian, shareholder servicing or transfer agent, and registraraccounting services agent; (vii) expenses incident to the issuance of its shares, including stock certificates and any other agent issuance of shares on the payment of, or reinvestment of dividends; (viii) fees and expenses incident to the registration under federal or state securities laws of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board FUND or its committeesshares; (ix) FUND or Portfolio organizational expenses; (x) FUND expenses of preparing, amendingprinting and mailing reports and notices, printingproxy material and prospectuses to shareholders of the FUND; (xi) all other expenses incidental to holding meetings of the FUND’s shareholders; (xii) dues or assessments of or contributions to the Investment Company Institute or any successor or other industry association; (xiii) such non-recurring expenses as may arise, including litigation affecting the FUND and distributing offering memorandathe legal obligations which the FUND may have to indemnify its officers and Directors with respect thereto; and (xiv) cost of daily valuation of each of the Portfolio’s securities and net asset value per share. Notwithstanding the foregoing, statements the ADVISER agrees to reimburse the Fund for substantially all of additional informationits operating expenses, other than investment advisory fees, brokerage commissions, and any other sales material (and any supplements extraordinary items such as litigation expenses or amendments thereto), reports, notices, websites, other communications income tax liabilities. The ADVISER may withdraw this undertaking upon 30 days’ written notice to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) All AAM shall bear all costs and expenses associated with its obligation to provide the office space, facilities, equipment and personnel necessary to perform its duties under this Agreement, including compensation of officers of the Fund not Trust who are affiliated persons of AAM (if applicable). The Trust shall pay all its expenses other than those expressly assumed stated to be payable by AAM hereunder, which expenses payable by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 Trust shall be paid by the Fund includinginclude, but not limited to, any without limitation: organizational expenses; fees and expenses payable to the Trust’s investment adviser, custodian, transfer agent/shareholder servicing agent, distributor, accounting services agent, legal counsel and independent public accountants; all documented out-of-pocket expenses incurred by AAM in connection with the organization provision of administrative services hereunder; the cost of obtaining quotations for calculating the value of the assets of the Fund; taxes levied against the Trust or the Fund; brokerage fees, xxxx-ups and commissions in connection with the purchase and sale of Fund securities; costs, including the interest expense, of borrowing money; costs and/or fees incident to holding meetings of the Board of Trustees and shareholders; costs and/or fees related to preparation (including typesetting and printing charges) and mailing of copies of the Fund’s Prospectuses, Statements of Additional Information, reports and proxy materials to the existing shareholders of the Fund and filing of reports with regulatory bodies; costs and/or fees related to maintenance of the offering Trust’s existence; costs and/or fees of initial and issuance on-going registration of Sharesshares with Federal and state securities authorities; all costs of printing share certificates representing shares of the Fund; fees payable to, and expenses relating of, Trustees who are not “interested persons” of the Trust; premiums payable on the fidelity bond required by Section 17(g) of the 1940 Act, and any other premiums payable on insurance policies related to portfolio transactions the Trust’s business and positions for the investment activities of the Fund’s account such as direct and indirect expenses associated with the Fund’s investments; fees, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel voluntary assessments and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the FundTrust’s rights membership in respect of investment company organizations; and such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, non-recurring expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund)as may arise, including foreign counsel; accountingactions, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases suits or redemptions of Shares; taxes and governmental fees (including tax preparation fees); proceedings to which the investment management fee, Trust is a party and the fees legal obligation which the Trust may have to indemnify its Trustees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection officers with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments respect thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. The Sub-Adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. Such expenses include the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-Adviser connected with investment and economic research, trading, and investment management of the Fund). As described in the Advisory Agreement, Empower Funds and/or the Adviser pay all other expenses incurred in the operation of the Fund and all of its general administrative expenses. The Sub-Adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of Empower Funds (including out-of-pocket expenses, but not including the Sub-Adviser’s overhead and employee costs); fees payable to the Sub-Adviser and to any other Empower Funds 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 or with respect to Empower Funds in connection with membership in investment company trade organizations; fees and expenses of Empower Funds’ administrator or of any transfer agent, registrar, or dividend disbursing agent of Empower Funds; payments to the Fund not expressly assumed by the Platform Manager under this Agreement pursuant administrator for maintaining Empower Funds’ financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to clause (b) pricing agents, accountants, bankers and other specialists, if any; expenses of this Section 4 shall be paid by the Fund including, but not limited to, any fees and preparing share certificates; other expenses in connection with the organization issuance, offering, distribution or sale of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings securities issued by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsEmpower Funds; expenses relating to investor and public relations; fees and expenses of registering and qualifying shares of Empower Funds for sale; freight, insurance and other charges in connection with the Trustees who are not employees shipment of the Platform Manager Empower Funds’ portfolio securities; brokerage commissions or its affiliatesother costs of acquiring or disposing of any portfolio securities or other assets of Empower Funds, or of entering into other transactions or engaging in any investment practices with respect to Empower Funds; insurance premiumsexpenses of printing and distributing prospectuses, statements of additional information, reports, notices and dividends to stockholders; Extraordinary Expenses (as defined below)costs of stationery or other office supplies; any litigation expenses; and all costs of stockholders’ and expenses other meetings. Notwithstanding the foregoing, the Sub-Advisor shall be obligated to reimburse Empower Funds for liabilities incurred as a result of dissolution, winding-up and termination overdraft fees incurred by the Fund as a direct result of actions or omissions of the FundSub-Adviser, provided, however, consistent with industry practice and convention, the Sub-Adviser will not provide compensation for settlement issues (including overdrafts) with losses of less than $500, regardless of the party at fault.

Allocation of Expenses. (a) All costs and We will pay or be responsible for the following expenses: o expenses of the Fund preparation of our audited and certified financial statements to be included in any amendments to our Registration Statement under the Securities Act of 1933 (the "1933 Act"), including the Prospectuses and Statements of Additional Information for the Funds included therein (the "Registration Statement"); o expenses of the preparation, including legal fees and the typesetting, and printing of all amendments or supplements to the Registration Statement filed with the SEC, including the copies of the Prospectuses and Statements of Additional Information of the Funds included in the amendments or supplements thereto, other than those that arise from, are necessitated by, or are related to activities of the Distributor or activities of affiliated persons of the Distributor, as such term is defined in the 1940 Act (the "Distributor Affiliates"), where such amendments or supplements result in expenses that the Trust would not expressly assumed otherwise have incurred; o expenses of the preparation, printing, and distribution of any reports or communications to existing shareholders of each Fund, including Prospectuses and Statements of Additional Information; o expenses of filing and other fees to federal, state or other securities regulatory authorities necessary to register and maintain registration of the Shares or otherwise required by applicable law in connection with the Platform Manager under this Agreement pursuant to clause (b) sale of this Section 4 shall be paid by the Fund includingShares; and o expenses of the transfer agent for the Funds, but not limited to, any fees including all costs and expenses in connection with the organization issuance, transfer and registration of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or but not such investments are completed, including travel limited to any taxes and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund agrees to bear the costs of preparing and setting in type its prospectuses, statements of additional information and reports to its shareholders, and the costs of printing or otherwise producing and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All costs and expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund Fund, including, but not limited toto interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) expenses of portfolio pricing and keeping the Fund's accounting records including the computation of net asset value per share and the dividends; (v) compensation of its Trustees other than those affiliated with the Manager or such adviser, any administrator or principal underwriter and expenses of all its Trustees; (vi) legal and audit expenses; (vii) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (ix) fees and expenses in connection with incident to the organization registration under Federal or State securities laws of the Fund or its shares; (x) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (xi) all other expenses incidental to holding meetings of the Fund's shareholders; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the offering legal obligations for which the Fund may have to indemnify its officers and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the FundTrustees.

Allocation of Expenses. The Adviser agrees that it will furnish each Fund, at its expense, all office space and facilities, equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser agrees that it will supply to any administrator (athe "Administrator") of the Funds all necessary financial information in connection with the Administrator's duties under any agreement between the Administrator and the Trust on behalf of the Funds. All costs and expenses of associated with any administrative functions delegated by the Adviser to the Administrator that are not pursuant to any agreement between the Administrator and a Fund or the Adviser and a Fund will be paid by the Adviser. All other costs and expenses not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) or by the Administrator under the administration agreement between it and the Trust on behalf of this Section 4 a Fund shall be paid by the Fund from the assets of the Fund, including, but not limited to, any to (i) fees and expenses in connection with paid to the organization of the Fund Adviser and the offering Administrator; (ii) interest and issuance of Sharestaxes; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; (iii) brokerage commissions; interest (iv) insurance premiums; (v) compensation and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultantsthe directors other than those affiliated with the adviser or the administrator; (vi) legal, experts accounting and specialists); research audit expenses; (vii) fees and expenses of outside counsel any transfer agent, distributor, registrar, dividend disbursing agent or shareholder servicing agent of the Fund; (viii) expenses, including clerical expenses, incident to the issuance, redemption or repurchase of shares of the Fund, including issuance on the payment of, or reinvestment of, dividends; (ix) fees and expenses associated incident to the registration under Federal or state securities laws of the Fund or its shares; (x) expenses of preparing, setting in type, printing and mailing prospectuses, statements of additional information, reports and notices and proxy material to shareholders of the Fund; (xi) all other expenses incidental to holding meetings of the Fund's shareholders; (xii) expenses connected with the review execution, recording and settlement of documentation for prospective investments by the Fund), including foreign counselportfolio securities transactions; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the xiii) fees and expenses of the Fund’s administrator's custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; fees and (xiv) expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent calculating net asset value of the shares of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by (xv) industry membership fees allocable to the Fund; bank services fees; costs and (xvi) such extraordinary expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetingsas may arise, including litigation affecting the solicitation of proxies in connection therewith; expenses of corporate data processing Fund and related services; shareholder recordkeeping the legal obligations which the Fund may have to indemnify the officers and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Funddirectors with respect thereto.

Allocation of Expenses. (a) All The Administrator shall bear all costs and expenses associated with its obligation to provide the office space, facilities, equipment and personnel necessary to perform its duties under this Agreement, including compensation of officers of the Trust who are affiliated persons of the Administrator (if applicable). The Trust shall pay out of Fund not portfolio assets, all expenses other than those expressly assumed stated to be payable by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid Administrator hereunder, which expenses payable by the Fund includingTrust out of portfolio assets shall include, but not limited to, any without limitation: organizational expenses; fees and expenses payable to the Fund's investment advisor, custodian, transfer agent/shareholder servicing agent, distributor, accounting services agent, legal counsel and independent public accountants; all out-of-pocket expenses incurred by the Administrator in connection with the organization provision of administrative services hereunder; the cost of obtaining quotations for calculating the value of the assets of each Portfolio; taxes levied against the Fund or any Portfolio; brokerage fees, mark-ups and commissions in connection with the purchase and sale of Xxxtfolio securities; costs, including the interest expense, of borrowing money; costs and/or fees incident to holding meetings of the Trust's Board of Trustees and Fund shareholders; costs and/or fees related to preparation (including typesetting and printing charges) and mailing of copies of the Fund's Prospectus, Statement of Additional Information, reports and proxy materials to the existing shareholders of the Fund and filing of reports with regulatory bodies; costs and/or fees related to maintenance of the offering Fund's existence; costs and/or fees of initial and issuance on-going registration of SharesFund Shares with Federal and state securities authorities; all costs of printing share certificates representing shares of the Fund; fees payable to, and expenses relating of, Trustees who are not "interested persons" of the Trust; premiums payable on the fidelity bond required by Section 17(g) of the 1940 Act, and any other premiums payable on insurance policies related to portfolio transactions and positions for the Fund’s account such as direct 's business and indirect expenses associated with the Fund’s investmentsinvestment activities of its Portfolios; fees, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel voluntary assessments and other expenses incurred in connection with the selection Fund's membership in investment company organizations; and such non-recurring expenses as may arise, including actions, suits or monitoring proceedings to which the Fund as a series of investments, the Trust is a party and the legal obligation which the Trust may have to indemnify Trustees and officers of the Trust with respect thereto. To the extent that any such fees and expenses are allocable to more than one Fund Portfolio or enforcing to other series funds of Declaration Fund or to Declaration Fund and to the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; extent that other fees and expenses of outside counsel (including fees other series funds and expenses associated with Declaration Fund are allocable in part to the review Fund and the Portfolios, then the Fund and/or the Fund portfolios shall pay the proportionate share of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; such fees and expenses in connection such amount as shall be determined by the Board of Trustees after consultation with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund's accountants.

Allocation of Expenses. (a) The Sub-Adviser shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Sub-Adviser. In the event of the termination of the Advisory Agreement, the Sub-Adviser shall assume the payment of expenses paid by the investment adviser under the Advisory Agreement, and in connection therewith, the Fund agrees as follows: the Fund shall bear the costs of preparing and setting in type its prospectuses, statements of additional information and reports to its shareholders, and the costs of printing or otherwise producing and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All costs and expenses of the Fund not expressly assumed by the Platform Manager Sub- Adviser under this Agreement pursuant to clause (b) of this Section 4 sub-section or otherwise by the Sub- Adviser, administrator or principal underwriter or by any other investment adviser shall be paid by the Fund Fund, including, but not limited toto (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its Trustees other than those affiliated with the Sub-Adviser or such adviser, any administrator or principal underwriter; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses in connection with incident to the organization registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; and (xi) such non-recurring expenses as may arise, including litigation affecting the Fund and the offering legal obligations for which the Fund may have to indemnify its officers and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the FundTrustees.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the MCM Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolio and all of its general administrative expenses. The Subadviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Subadviser's overhead and employee costs); fees payable to the Subadviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses 's Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager 's financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by specialists, if any; expenses relating to filing class action or bankruptcy settlement award claims on behalf of the Fund; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other 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 stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders' and other meetings.

Allocation of Expenses. (a) The ADVISER agrees that it will furnish the FUND, at the ADVISER's expense, with all office space, facilities, equipment and clerical personnel necessary for carrying out its duties under this Agreement. The ADVISER will also pay all compensation of all Directors, officers and employees of the FUND who are affiliated persons of the ADVISER. All costs and expenses of the Fund not expressly assumed by the Platform Manager ADVISER under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund FUND, including, but not limited to, any fees to (i) interest and expenses in connection with the organization of the Fund and the offering and issuance of Sharestaxes; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; (ii) brokerage commissions; interest and fees on any borrowings by the Fund(iii) insurance premiums; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees iv) compensation and expenses of outside counsel (including fees and expenses associated its Directors other than those affiliated with the review of documentation for prospective investments by the Fund), including foreign counselADVISER; accounting, auditing (v) independent legal and tax preparation audit expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the vi) fees and expenses of the Fund’s administrator; fees and expenses of any FUND's custodian, subcustodian, shareholder servicing or transfer agent, and registraraccounting services agent; (vii) expenses incident to the issuance of its shares, including stock certificates and any other agent issuance of shares on the payment of, or reinvestment of dividends; (viii) fees and expenses incident to the registration under federal or state securities laws of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board FUND or its committeesshares; (ix) FUND or Portfolio organizational expenses; (x) FUND expenses of preparing, amendingprinting and mailing reports and notices, printingproxy material and prospectuses to shareholders of the FUND; (xi) all other expenses incidental to holding meetings of the FUND's shareholders; (xii) dues or assessments of or contributions to the Investment Company Institute or any successor or other industry association; (xiii) such non-recurring expenses as may arise, including litigation affecting the FUND and distributing offering memorandathe legal obligations which the FUND may have to indemnify its officers and Directors with respect thereto; and (xiv) cost of daily valuation of each of the Portfolio's securities and net asset value per share. Notwithstanding the foregoing, statements the ADVISER agrees to reimburse the Fund for substantially all of additional informationits operating expenses, other than investment advisory fees, brokerage commissions, and any other sales material (and any supplements extraordinary items such as litigation expenses or amendments thereto), reports, notices, websites, other communications income tax liabilities. The ADVISER may withdraw this undertaking upon 30 days' written notice to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Sponsor under this Agreement pursuant to clause (b) of this Section 4 3 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesUnits; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesUnits; taxes and governmental fees (including tax preparation fees); the investment management fee, the Sponsor Fee and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Sponsor and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust limited liability company agreement (the “Trust InstrumentLLC Agreement”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholdersmembers’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder member recordkeeping and shareholder member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Sponsor or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager OFI under this Agreement pursuant to clause (b) of this Section 4 Agreement, shall be paid by the Fund Fund, including, but not limited to, any : (i) interest and and commitment fees on loan and expenses in connection with the organization of the Fund and the offering and issuance of Sharesdebit balances; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel (ii) brokerage commissions and other expenses incurred in connection with acquiring or disposing of the selection or monitoring portfolio securities and other investments of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts iii) borrowing charges on securities shold short; (iv) custodial fees; (v) margin fees; (vi) transfer taxes and specialists)premiums; research expenses(vii) taxes withheld on foreign dividends; (viii) fees and expenses incident to the registration under Federal and state securities laws of outside counsel Interests for public sale; (including fees ix) all costs and expenses associated with the review organization of documentation for prospective investments separate investment funds managed by portfolio managers retained by the Fund); (x) attorney's fees and disbursements associated with updating the Fund's registration statement, prospectus and other offering-related documents and attorney's fees and disbursements associated with the preparation and review thereof; (xi) all expenses incident to holding meetings of the Board and Members, including foreign counsellegal costs associated with the preparation and filing of proxy materials; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and xii) the fees and expenses disbursements of Fund counsel and counsel to the Fund’s administrator; fees Managers who are not "interested persons," as defined by the Investment Company Act and expenses of any custodianthe rules thereunder, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs (xiii) fees payable to various service providers pursuant to a Fund Administrative Services Agreement, Fund and charges Investor Accounting Services Agreement, and Investor Servicing Agreement; (xiv) insurance premiums for equipment or services used in communicating information regarding fidelity and other coverage requisite to the Fund’s transactions among the Platform Manager 's operations; (xv) accounting and any custodian or other agent engaged by the Fundaudit fees and expenses; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”xvi) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparingprinting and mailing prospectuses, amending, printing, reports and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications notices to shareholders, Members and proxy materials; and such extraordinary non-recurring expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetingsas may arise, including litigation, affecting the solicitation Fund and any legal obligation as to which the Fund may be required to indemnify any Manager or other person. Any officers or employees of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account servicesOFI (or any entity controlling, feescontrolled by, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees or under common control with OFI) who are not may also serve as officers, Managers or employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of Fund shall not receive any compensation from the FundFund for their services.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Fund Servicing Agent under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expensesexpenses (including, without limitation, expenses of consultants who perform fund manager due diligence research); fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, any incentive allocation, the Fund Servicing Fee and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Fund Servicing Agent and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager Fund Servicing Agent or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the Advisory Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolio and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Sub-adviser’s overhead and employee costs); fees payable to the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by specialists, if any; expenses relating to filing class action or bankruptcy settlement award claims on behalf of the Fund; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other 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 stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders’ and other meetings.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred by Sub-adviser in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the MCM Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Adviser or the Fund: organization and offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Sub-adviser's overhead and employee costs); fees payable to the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses 's Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager 's financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund's portfolio securities; brokerage commissions, xxxx-ups, ticket charges, transfer taxes, custodian fees or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other 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 stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders' and other meetings.

Allocation of Expenses. (a) The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund agrees to bear the costs of preparing and setting in type its prospectuses, statements of additional information and reports to its shareholders, and the costs of printing or otherwise producing and distributing those copies of such pro­spectuses, statements of additional information and reports as are sent to its shareholders. All costs and expenses of the Fund not expressly ex­pressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 sub-section or other­wise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund Fund, including, but not limited toto (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) expenses of portfolio pricing and keeping the Fund’s accounting records including the computation of net asset value per share and the dividends; (v) compensation of its Trustees other than those affiliated with the Manager or such adviser, any administrator or principal underwriter and expenses of all its Trustees; (vi) legal and audit expenses; (vii) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (ix) fees and expenses in connection with incident to the organization registration under Federal or State securities laws of the Fund or its shares; (x) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (xi) all other expenses incidental to holding meetings of the Fund's shareholders; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the offering legal obligations for which the Fund may have to indemnify its officers and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the FundTrustees.

Allocation of Expenses. The Manager agrees that it will furnish the Trust, at the Manager’s expense, with office space and facilities, equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Manager will also pay (a) all compensation of any Trustees, officers and employees of the Trust who are affiliated persons of the Manager, (b) the costs of any special Board of Trustees meetings or shareholders meetings convened for the primary benefit of the Manager, including the costs of any proxy solicitation in connection therewith, and (c) the costs of liquidating or reorganizing the Fund (unless such costs are otherwise allocated by the Board of Trustees). All operating costs and expenses of relating to the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund Trust from the assets of the Fund, including, but not limited to, any fees to (i) interest and expenses in connection with the organization of the Fund and the offering and issuance of Sharestaxes; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; (ii) brokerage commissions, (iii) insurance premiums; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees iv) compensation and expenses of outside counsel (including fees and expenses associated the Trust’s Trustees other than those affiliated with the review of documentation for prospective investments by Manager or the Fund), including foreign counselSub-Adviser; accounting, auditing (v) legal and tax preparation audit expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the vi) fees and expenses of the Trust’s custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Fund’s administratorshares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of any custodian, subcustodian, transfer agent, and registrar, and any other agent the Trust or the shares of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”ix) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, printing and distributing offering memoranda, statements of additional information, mailing reports and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, notices and proxy materialsmaterial to shareholders of the Trust; (x) all other expenses incidental to holding meetings of preparing, printing, and filing reports and other documents with government agenciesthe Trust’s shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses of shareholders’ meetingsas may arise, including litigation affecting the solicitation of proxies in connection therewith; expenses of corporate data processing trust and related services; shareholder recordkeeping the legal obligations which the Trust may have to indemnify its office and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below)with respect thereto; and (xiii) all costs and expenses incurred as which the Trust or the Fund agrees to bear in any distribution agreement or in any plan adopted by the Trust and/or a result of dissolution, winding-up and termination of Fund pursuant to Rule 12b-1 under the Fund1940 Act.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Fund Servicing Agent under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of SharesUnits; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments investments, through Partners Group Private Real Estate (Master Fund), LLC (the “Master Fund”), in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of SharesUnits; taxes and governmental fees (including tax preparation fees); the Fund’s pro rata share of the investment management feefee payable by the Master Fund to Partners Group in its capacity as investment manager of the Master Fund, the incentive allocation, the Fund Servicing Fee and the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Fund Servicing Agent and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust limited liability company agreement (the “Trust InstrumentLLC Agreement”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholdersmembers, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholdersmembers’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder member recordkeeping and shareholder member account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Fund Servicing Agent or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) All costs and expenses of the Fund not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, Investment Management Fee and the Incentive Fee; the fees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager Adviser and any custodian or other agent engaged by the Fund; bank services service fees; costs and expenses relating to any amendment of the Fund’s LLC Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memorandaprospectuses, statements of additional informationSAIs, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees Managers who are not employees of the Platform Manager Adviser or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) The Adviser agrees that it will furnish the Trust, at the Adviser's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser will also pay all compensation of all trustees, officers and employees of the Trust who are affiliated persons of the Adviser. All operating costs and expenses of relating to the BBB Bond Fund not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund Trust from the assets of the BBB Bond Fund, including, but not limited to, any fees to (i) interest and expenses in connection with the organization of the Fund and the offering and issuance of Sharestaxes; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; (ii) brokerage commissions; interest and fees on any borrowings by the Fund(iii) insurance premiums; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees iv) compensation and expenses of outside counsel (including fees and expenses associated the Trust's trustees other than those affiliated with the review of documentation for prospective investments by the Fund), including foreign counselTrust's investment advisers; accounting, auditing (v) legal and tax preparation audit expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the vi) fees and expenses of the Trust's Administrator, custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the BBB Bond Fund’s administrator's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent incident to the registration under federal or state securities laws of the Trust or the shares of the BBB Bond Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”ix) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, printing and distributing offering memoranda, statements of additional information, mailing reports and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, notices and proxy materialsmaterial to shareholders of the Trust; (x) all other expenses incidental to holding meetings of preparing, printing, and filing reports and other documents with government agenciesthe Trust's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or its successor; (xii) such non-recurring expenses of shareholders’ meetingsas may arise, including litigation affecting the solicitation of proxies in connection therewithTrust and the legal obligations that the Trust may have to indemnify its officers and trustees with respect thereto; and (xiii) all expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses which the Trust or a series of the Trustees who are not employees Trust agrees to bear in any distribution agreement or in any plan adopted by the Trust and/or a series of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of Trust pursuant to Rule 12b-1 under the Fund1940 Act.

Allocation of Expenses. (a) All AAM shall bear all costs and expenses associated with its obligation to provide the office space, facilities, equipment and personnel necessary to perform its duties under this Agreement, including compensation of officers of the Fund not Trust who are affiliated persons of AAM (if applicable). The Trust shall pay all its expenses other than those expressly assumed stated to be payable by AAM hereunder, which expenses payable by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 Trust shall be paid by the Fund includinginclude, but not limited to, any without limitation: organizational expenses; fees and expenses payable to the Trust’s investment adviser, custodian, transfer agent/shareholder servicing agent, distributor, accounting services agent, legal counsel and independent public accountants; all documented out-of-pocket expenses incurred by AAM in connection with the organization provision of administrative services hereunder; the cost of obtaining quotations for calculating the value of the assets of the Fund; taxes levied against the Trust or the Fund; brokerage fees, mark-ups and commissions in connection with the purchase and sale of Fund securities; costs, including the interest expense, of borrowing money; costs and/or fees incident to holding meetings of the Board of Trustees and shareholders; costs and/or fees related to preparation (including typesetting and printing charges) and mailing of copies of the Fund’s Prospectuses, Statements of Additional Information, reports and proxy materials to the existing shareholders of the Fund and filing of reports with regulatory bodies; costs and/or fees related to maintenance of the offering Trust’s existence; costs and/or fees of initial and issuance on-going registration of Sharesshares with Federal and state securities authorities; all costs of printing share certificates representing shares of the Fund; fees payable to, and expenses relating of, Trustees who are not “interested persons” of the Trust; premiums payable on the fidelity bond required by Section 17(g) of the 1940 Act, and any other premiums payable on insurance policies related to portfolio transactions the Trust’s business and positions for the investment activities of the Fund’s account such as direct and indirect expenses associated with the Fund’s investments; fees, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel voluntary assessments and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the FundTrust’s rights membership in respect of investment company organizations; and such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, non-recurring expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund)as may arise, including foreign counsel; accountingactions, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases suits or redemptions of Shares; taxes and governmental fees (including tax preparation fees); proceedings to which the investment management fee, Trust is a party and the fees legal obligation which the Trust may have to indemnify its Trustees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection officers with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments respect thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. (a) All costs In addition to the fees described in Section 2 hereof, the Fund shall pay all its expenses which are not assumed by the Adviser in its capacity as the Fund's investment adviser. These Fund expenses include, by way of example, but not by way of limitation, (a) brokerage and commission expenses; (b) interest charges on borrowings; (c) fees and expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause legal counsel and independent auditors; (bd) of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct 's organizational and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investmentsoffering expenses, whether or not such investments are completedadvanced by the Adviser; (e) Federal, state, local and foreign taxes, including travel issue and other expenses transfer taxes incurred in connection with the selection by or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees levied on any borrowings by the Fund; professional fees (includingf) any expenses (including clerical expenses) of issuance, without limitation, expenses sale or repurchase of consultants, experts and specialists)the common shares of the Fund; research expenses(g) association membership dues; (h) fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by registering the Fund), including foreign counsel's shares under the appropriate Federal securities laws and of qualifying the Fund's shares under applicable state securities laws; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and i) expenses of the Fund’s administratorprinting and distributing reports, notices and proxy materials to shareholders; fees (j) costs of annual and special shareholders' meetings; (k) expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government governmental agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees (l) charges and expenses of the Trustees who Fund's Administrator, custodian and registrar, transfer agent and dividend disbursing agent; (m) expenses of disbursing dividends and distributions; (n) compensation of the Fund's officers, directors and employees that are not employees of the Platform Manager Affiliated Persons or its affiliates; insurance premiums; Extraordinary Expenses Interested Persons (as defined below)in Section 2(a) of the Investment Company Act of 1940, as amended and the rules, regulations and releases relating thereto) of the Adviser; and (o) the cost of other personnel providing services to the Fund; (p) travel expenses for attendance of Board of Trustees meetings by all costs and expenses incurred as a result members of dissolution, winding-up and termination the Board of Trustees of the Fund; (q) insurance expenses; (r) costs of stationery and supplies; and (s) any extraordinary expenses of a nonrecurring nature.

Allocation of Expenses. (a) The Adviser agrees that it will furnish the Trust, at the Adviser's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Adviser. All operating costs and expenses of relating to the Adjustable Rate Fund not expressly assumed by the Platform Manager Adviser under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund Trust from the assets of the Adjustable Rate Fund, including, but not limited to, any fees to (i) interest and expenses in connection with the organization of the Fund and the offering and issuance of Sharestaxes; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; (ii) brokerage commissions; interest and fees on any borrowings by the Fund(iii) insurance premiums; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees iv) compensation and expenses of outside counsel (including fees and expenses associated the Trust's Trustees other than those affiliated with the review of documentation for prospective investments by the Fund), including foreign counselTrust's investment advisers; accounting, auditing (v) legal and tax preparation audit expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the vi) fees and expenses of the Trust's Administrator, custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Adjustable Rate Fund’s administrator's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent incident to the registration under Federal or state securities laws of the Trust or the shares of the Adjustable Rate Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”ix) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, printing and distributing offering memoranda, statements of additional information, mailing reports and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, notices and proxy materialsmaterial to shareholders of the Trust; (x) all other expenses incidental to holding meetings of preparing, printing, and filing reports and other documents with government agenciesthe Trust's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses of shareholders’ meetingsas may arise, including litigation affecting the solicitation of proxies in connection therewithTrust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses which the Trust or a series of the Trustees who are not employees Trust agrees to bear in any distribution agreement or in any plan adopted by the Trust and/or a series of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of Trust pursuant to Rule 12b-1 under the FundAct.

Allocation of Expenses. (a) All The Administrator shall bear all costs and expenses associated with its obligation to provide the office space, facilities, equipment and personnel necessary to perform its duties under this Agreement, including compensation of officers of the Fund not who are affiliated persons of the Administrator (if applicable). The Fund shall pay all its expenses other than those expressly assumed stated to be payable by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid Administrator hereunder, which expenses payable by the Fund includingshall include, but not limited to, any without limitation: organizational expenses; fees and expenses payable to the Fund's investment adviser, custodian, transfer agent/shareholder servicing agent, distributor, accounting services agent, legal counsel and independent public accountants; all documented out-of-pocket expenses incurred by the Administrator in connection with the organization provision of administrative services hereunder; the cost of obtaining quotations for calculating the value of the assets of each Portfolio; taxes levied against the Fund or any Portfolio; brokerage fees, mark-ups and commissions in connxxxxon with the purchase and sale of Portfolio securities; costs, including the interest expense, of borrowing money; costs and/or fees incident to holding meetings of the Board of Trustees and shareholders; costs and/or fees related to preparation (including typesetting and printing charges) and mailing of copies of the Fund's Prospectus, Statement of Additional Information, reports and proxy materials to the existing shareholders of the Fund and filing of reports with regulatory bodies; costs and/or fees related to maintenance of the offering Fund's corporate existence; costs and/or fees of initial and issuance on-going registration of Sharesshares with Federal and state securities authorities; all costs of printing share certificates representing shares of the Fund; fees payable to, and expenses relating to portfolio transactions and positions for of, Trustees who are not "interested persons" of the Fund’s account such as direct ; premiums payable on the fidelity bond required by Section 17(g) of the 1940 Act, and indirect expenses associated with any other premiums payable on insurance policies related to the Fund’s investments's business and the investment activities of its Portfolios; fees, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel voluntary assessments and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights 's membership in respect of investment company organizations; and such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, non-recurring expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund)as may arise, including foreign counsel; accountingactions, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases suits or redemptions of Shares; taxes and governmental fees (including tax preparation fees); proceedings to which the investment management fee, Fund is a party and the fees legal obligation which the Fund may have to indemnify its Trustees and expenses of the Fund’s administrator; fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection officers with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments respect thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees of the Platform Manager or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund.

Allocation of Expenses. The Sub-adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. These expenses include only the costs incurred in providing sub-advisory services pursuant to this Agreement (a) All costs such as compensating and furnishing office space for officers and employees of the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the GW Agreement, the Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Subadviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund not expressly assumed by the Platform Manager under this Agreement pursuant to clause (b) of this Section 4 shall be paid by the Fund includingincluding out-of-pocket expenses, but not limited toincluding the Subadviser's overhead and employee costs); fees payable to the Subadviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investmentstelex, including its investments in investment fundsfacsimile, or proposed investments, whether or not such investments are completed, including travel postage and other expenses incurred in connection with the selection or monitoring of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation communications expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment management fee, and the company trade organizations; fees and expenses of the Fund’s administrator; fees and expenses 's Administrator or of any custodian, subcustodian, transfer agent, and registrar, and any other or dividend disbursing agent of the Fund; all costs and charges payments to the Administrator for equipment or services used in communicating information regarding maintaining the Fund’s transactions among the Platform Manager 's financial books and any custodian records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other agent engaged by the Fundspecialists, if any; bank services feesexpenses of preparing share certificates; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings the issuance, offering, distribution or sale of securities issued by the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursementsFund; expenses relating to investor and public relations; fees and expenses of the Trustees who are not employees registering and qualifying shares of the Platform Manager or its affiliatesFund for sale; freight, insurance premiums; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination other charges in connection with the shipment of the Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other 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 stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders' and other meetings.

Allocation of Expenses. (a) All costs In addition to the fees described in Section 2 hereof, the Fund shall pay all its expenses which are not assumed by the Adviser in its capacity as the Fund's investment adviser. These Fund expenses include, by way of example, but not by way of limitation, (a) brokerage and commission expenses; (b) interest charges on borrowings; (c) fees and expenses of legal counsel and independent auditors; (d) the Fund Fund's organizational and offering expenses, whether or not expressly assumed advanced by the Platform Manager under this Agreement pursuant to clause Adviser; (be) Federal, state, local and foreign taxes, including issue and transfer taxes incurred by or levied on the Fund; (f) cost of this Section 4 shall be paid by the Fund including, but not limited to, any fees and expenses in connection with the organization certificates representing common shares of the Fund and the offering and issuance of Shares; all fees and expenses relating to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in investment funds, or proposed investments, whether or not such investments are completed, including travel and any other expenses incurred in connection with (including clerical expenses) of issuance, sale or repurchase of the selection or monitoring common shares of investments, or enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists)g) association membership dues; research expenses; (h) fees and expenses of outside counsel (including fees and expenses associated with the review of documentation for prospective investments by registering the Fund), including foreign counsel's shares under the appropriate Federal securities laws and of qualifying the Fund's shares under applicable state securities laws; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); the investment management fee, and the fees and i) expenses of the Fund’s administratorprinting and distributing reports, notices and proxy materials to shareholders; fees (j) costs of annual and special shareholders' meetings; (k) expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Platform Manager and any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Fund’s Agreement and Declaration of Trust (the “Trust Instrument”) or the Fund’s other organizational documents; any expenses in connection with meetings of the Board or its committees; expenses of preparing, amending, printing, and distributing offering memoranda, statements of additional information, and any other sales material (and any supplements or amendments thereto), reports, notices, websites, other communications to shareholders, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government governmental agencies; expenses of shareholders’ meetings, including the solicitation of proxies in connection therewith; expenses of corporate data processing and related services; shareholder recordkeeping and shareholder account services, fees, and disbursements; expenses relating to investor and public relations; fees (l) charges and expenses of the Trustees who Fund's Administrator, custodian and registrar, transfer agent and dividend disbursing agent; (m) expenses of disbursing dividends and distributions; (n) compensation of the Fund's officers, directors and employees that are not employees of the Platform Manager Affiliated Persons or its affiliates; insurance premiums; Extraordinary Expenses Interested Persons (as defined below)in Section 2(a) of the Investment Company Act of 1940, as amended and the rules, regulations and releases relating thereto) of the Adviser; and (o) the cost of other personnel providing services to the Fund; (p) travel expenses for attendance of Board of Trustees meetings by all costs and expenses incurred as a result members of dissolution, winding-up and termination the Board of Trustees of the Fund; (q) insurance expenses; (r) costs of stationery and supplies; and (s) any extraordinary expenses of a nonrecurring nature.