Common use of Expenses Clause in Contracts

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

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

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

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

Expenses. During the term of this Agreement, Subadviser the Manager will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with except such persons expenses as it believes to be particularly fitted to assist it in are assumed by the execution of its duties Fund under this Agreement and such expenses as are assumed by a Sub-Adviser under its Sub-Adviser Agreement. The Subadviser Manager further agrees to pay all fees payable to the Sub-Advisers, executive salaries and expenses of the Directors of the Fund who are employees of the Manager or its affiliates, and office rent of the Fund. The Fund shall not be responsible for all of the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assetsits operations, including, without limitation, the management fee payable hereunder; brokerage commissions; interest; legal fees and expenses of dividends on attorneys; fees of auditors, transfer agents and dividend disbursing agents, custodians and shareholder servicing agents; the expense of obtaining quotations for calculating each Fund's net asset value; taxes, if any, and the preparation of the Fund's tax returns; cost of stock borrowed to cover certificates and any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares; expenses of registering and qualifying shares of the Fund under federal and state laws and regulations (including the salary of employees of the Manager engaged in the registering and qualifying of shares of the Fund under federal and state laws and regulations or a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect pro-rata portion of the salary of employees to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs extent so engaged); salaries of personnel involved in placing orders for the execution of the Subadviser)Fund's portfolio transactions; expenses for legal, accounting and auditing servicesof disposition or offering any of the portfolio securities held by a Series; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, notices and proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services materials to a pricing agent, if any; registration and filing fees of the SECexisting shareholders; expenses of registering or qualifying securities of the Fund for sale in the various states; freight printing and filing reports and other charges documents filed with governmental agencies; expenses in connection with the shipment shareholder and director meetings; expenses of the Fund’s portfolio securitiesprinting and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses Directors of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf who are not employees of the Manager or any Sub-Adviser, or their affiliates; trade association dues; insurance premiums; extraordinary expenses such as litigation expenses. To the extent the Manager incurs any costs or performs any services which are an obligation of the Fund, as set forth herein, the Fund or shall promptly reimburse the AdviserManager for such costs and expenses. The Subadviser To the extent the services for which the Fund is obligated to pay are performed by the Manager, the Manager shall keep and supply be entitled to recover from the Fund only to the Trust and the Adviser reasonable records extent of all its costs for such expensesservices.

Expenses. During the term of this Agreement, Subadviser the Adviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with except such persons expenses as it believes to be particularly fitted to assist it in are assumed by the execution of its duties Trust under this Agreement and such expenses as are assumed by a Sub-Adviser under its Sub-Adviser Agreement. The Subadviser Adviser further agrees to pay all fees payable to the Sub-Advisers, executive salaries and expenses of the Trustees of the Trust who are employees of the Adviser or its affiliates, and office rent of the Trust. The Trust shall not be responsible for all of the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assetsits operations, including, without limitation, the management fee payable hereunder; brokerage commissions; interest; legal fees and expenses of dividends on attorneys; fees of auditors, transfer agents and dividend disbursing agents, custodians and shareholder servicing agents; the expense of obtaining quotations for calculating the Trust’s net asset value; taxes, if any, and the preparation of the Trust’s tax returns; cost of stock borrowed to cover certificates and any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares; expenses of registering and qualifying shares of the Trust under federal and state laws and regulations (including the salary of employees of the Adviser engaged in the registering and qualifying of shares of the Trust under federal and state laws and regulations or a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect pro-rata portion of the salary of employees to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs extent so engaged); salaries of personnel involved in placing orders for the execution of the Subadviser)Trust’s portfolio transactions; expenses for legal, accounting and auditing servicesof disposition or offering any of the portfolio securities held by a Series; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, notices and proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services materials to a pricing agent, if any; registration and filing fees of the SECexisting shareholders; expenses of registering or qualifying securities of the Fund for sale in the various states; freight printing and filing reports and other charges documents filed with governmental agencies; expenses in connection with the shipment shareholder and director meetings; expenses of the Fund’s portfolio securitiesprinting and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of nonTrustees of the Trust who are not employees of the Adviser or any Sub-interested TrusteesAdviser, or their affiliates; salaries of shareholder relations personnelBoard approved trade association dues; costs of shareholders meetings; insurance; interest; brokerage costsinsurance premiums; and extraordinary expenses such as litigation and other extraordinary or non-recurring expenses. The To the extent the Adviser incurs any costs or performs any services which are an obligation of the Trust, as set forth herein, the Trust or shall promptly reimburse the Adviser for such costs and expenses. To the extent the services for which the Trust is obligated to pay are performed by the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may shall be reasonably incurred by such Subadviser on behalf of entitled to recover from the Fund or the Adviser. The Subadviser shall keep and supply Trust only to the Trust and the Adviser reasonable records extent of all its costs for such expensesservices.

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

Expenses. During the term of this Agreement, Subadviser the Adviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with except such persons expenses as it believes to be particularly fitted to assist it in are assumed by the execution of its duties Trust under this Agreement and such expenses as are assumed by a Sub-Adviser under its Sub-Advisory Agreement. The Subadviser Adviser further agrees to pay all fees payable to the Sub-Advisers, executive salaries and expenses of the Trustees of the Trust who are employees of the Adviser or its affiliates, and office rent of the Trust. The Trust shall not be responsible for all of the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assetsits operations, including, without limitation, : the management fee payable hereunder; brokerage commissions; interest; legal fees and expenses of dividends on attorneys; fees of auditors, transfer agents and dividend disbursing agents, custodians and shareholder servicing agents; the expense of obtaining quotations for calculating the Trust’s net asset value; taxes, if any, and the preparation of the Trust’s tax returns; cost of stock borrowed to cover certificates and any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares; expenses of registering and qualifying shares of the Trust under federal and state laws and regulations (including the salary of employees of the Adviser engaged in the registering and qualifying of shares of the Trust under federal and state laws and regulations or a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect pro-rata portion of the salary of employees to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs extent so engaged); salaries of personnel involved in placing orders for the execution of the Subadviser)Trust’s portfolio transactions; expenses for legal, accounting and auditing servicesof disposition or offering any of the portfolio securities held by a Series; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, notices and proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services materials to a pricing agent, if any; registration and filing fees of the SECexisting shareholders; expenses of registering or qualifying securities of the Fund for sale in the various states; freight printing and filing reports and other charges documents filed with governmental agencies; expenses in connection with the shipment shareholder and director meetings; expenses of the Fund’s portfolio securitiesprinting and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of nonTrustees of the Trust who are not employees of the Adviser or any Sub-interested TrusteesAdviser, or their affiliates; salaries of shareholder relations personnelBoard approved trade association dues; costs of shareholders meetings; insurance; interest; brokerage costsinsurance premiums; and extraordinary expenses such as litigation and other extraordinary or non-recurring expenses. The To the extent the Adviser incurs any costs or performs any services which are an obligation of the Trust, as set forth herein, the Trust or shall promptly reimburse the Adviser for such costs and expenses. To the extent the services for which the Trust is obligated to pay are performed by the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may shall be reasonably incurred by such Subadviser on behalf of entitled to recover from the Fund or the Adviser. The Subadviser shall keep and supply Trust only to the Trust and the Adviser reasonable records extent of all its costs for such expensesservices.

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

Expenses. During the term of this Agreement, Subadviser the Adviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with except such persons expenses as it believes to be particularly fitted to assist it in are assumed by the execution of its duties Company under this Agreement and such expenses as are assumed by a Sub-Adviser under its Sub-Adviser Agreement. The Subadviser Adviser further agrees to pay all fees payable to the Sub-Advisers, executive salaries and expenses of the Directors of the Company who are employees of the Adviser or its affiliates, and office rent of the Company. The Company shall not be responsible for all of the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assetsits operations, including, without limitation, the management fee payable hereunder; brokerage commissions; interest; legal fees and expenses of dividends on attorneys; fees of auditors, transfer agents and dividend disbursing agents, custodians and shareholder servicing agents; the expense of obtaining quotations for calculating each Company’s net asset value; taxes, if any, and the preparation of the Company’s tax returns; cost of stock borrowed to cover certificates and any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares; expenses of registering and qualifying shares of the Company under federal and state laws and regulations (including the salary of employees of the Adviser engaged in the registering and qualifying of shares of the Company under federal and state laws and regulations or a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect pro-rata portion of the salary of employees to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviserextent so engaged); expenses for legal, accounting and auditing servicesof disposition or offering any of the portfolio securities held by a Series; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, notices and proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services materials to a pricing agent, if any; registration and filing fees of the SECexisting shareholders; expenses of registering or qualifying securities of the Fund for sale in the various states; freight printing and filing reports and other charges documents filed with governmental agencies; expenses in connection with the shipment shareholder and Director meetings; expenses of the Fund’s portfolio securitiesprinting and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of nonDirectors of the Company who are not employees of the Adviser or any Sub-interested TrusteesAdviser, or their affiliates; salaries of shareholder relations personneltrade association dues; costs of shareholders meetingsinsurance premiums; insurance; interest; brokerage costs; and extraordinary expenses such as litigation and other extraordinary or non-recurring expenses. The Trust To the extent the Adviser incurs any costs or performs any services which are an obligation of the Company, as set forth herein, the Company shall promptly reimburse the Adviser for such costs and expenses. To the extent the services for which the Company is obligated to pay are performed by the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may shall be reasonably incurred by such Subadviser on behalf of entitled to recover from the Fund or the Adviser. The Subadviser shall keep and supply Company only to the Trust and the Adviser reasonable records extent of all its costs for such expensesservices.

Expenses. During the term of this Agreement, Subadviser will The Adviser shall pay all of its expenses incurred by it in connection with arising from the performance of its activities obligations under this AgreementAgreement and shall pay any salaries, fees and expenses of the Directors and officers of the Fund who are employees of the Adviser or its affiliates. The Subadviser shallExcept as provided below, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser Adviser shall not be responsible for the Trust’s, required to pay any other expenses of the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, organization expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses Fund (which include, but are not limited to, including out-of-pocket expenses, but not including the Adviser's overhead or employee costs of the Subadvisercosts); expenses for legal, accounting brokerage commissions; maintenance of books and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges records which are required to be maintained by the Fund's custodian or other agents of the Fund’s custodians ; telephone, telex, facsimile, postage and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SECother communications expenses; expenses of registering or qualifying securities of the Fund for sale in the various statesrelating to investor and public relations; freight freight, insurance and other charges in connection with the shipment of the Fund’s 's portfolio securities; indemnification of Directors and officers of the Fund; travel expenses (or an appropriate portion thereof) of Directors and officers of the Fund who are directors, officers or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Board of Directors of the Fund or any committee thereof or advisors thereto held outside of New York, New York; interest, fees and expenses of non-interested Trusteesindependent attorneys, auditors, custodians, accounting agents, transfer agents, dividend disbursing agents and registrars; salaries payment for portfolio pricing or valuation service to pricing agents, accountants, bankers and other specialists, if any; taxes and government fees; cost of shareholder relations personnelstock certificates and any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares; expenses of registering and qualifying shares of the Fund under Federal and state laws and regulations; expenses of printing and distributing reports, notices, dividends and proxy materials to existing stockholders; expenses of printing and filing reports and other documents filed with governmental agencies, expenses of printing and distributing prospectuses; expenses of annual and special stockholders' meetings; costs of shareholders meetings; insurance; interest; brokerage costs; stationery, fees and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses (specifically including travel expenses relating to Fund business) of Directors of the Fund or who are not employees of the Adviser or its affiliates; membership dues in the Investment Company Institute; insurance premiums and extraordinary expenses such as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such litigation expenses.

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

Expenses. During the term of this Agreement, Subadviser the Administrator will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with except such persons expenses as it believes to be particularly fitted to assist it in are assumed by the execution of its duties Trust under this Agreement and such expenses as are assumed by a Series' investment adviser pursuant to an Investment Management Agreement or by a Series' sub-adviser pursuant to a Sub-Advisory Agreement. The Subadviser Trust shall not be responsible for all of the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assetsits operations, including, without limitation, the administration fee payable hereunder; advisory fees; brokerage commissions; interest; legal fees and expenses of dividends on attorneys; fees of auditors, transfer agents and dividend disbursing agents, custodians and shareholder servicing agents; fees of accountants and accounting services; the expense of obtaining quotations for calculating each Trust's net asset value; taxes, if any, and the preparation of the Trust's tax returns; cost of stock borrowed to cover a short sale certificates and interest, fees or any other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which includeincluding clerical expenses) of issue, but are not limited tosale, out-of-pocket expenses, but not overhead repurchase or employee costs redemption of shares; expenses of registering and qualifying shares of the Subadviser)Trust under federal and state laws and regulations; salaries of personnel involved in placing orders for the execution of the Trust's portfolio transactions; expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, notices and proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services materials to a pricing agent, if any; registration and filing fees of the SECexisting shareholders; expenses of registering or qualifying securities of the Fund for sale in the various states; freight printing and filing reports and other charges documents filed with governmental agencies; expenses in connection with the shipment shareholder and trustee meetings; expenses of the Fund’s portfolio securitiesprinting and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of non-interested TrusteesTrustees of the Trust; salaries of shareholder relations personneltrade association dues; costs of shareholders meetingsinsurance premiums; insurance; interest; brokerage costs; and extraordinary expenses such as litigation and other extraordinary or non-recurring expenses. The Trust To the extent the Administrator incurs any costs or performs any services which are an obligation of the AdviserTrust, as set forth herein, the case may be, Trust shall promptly reimburse the Subadviser Administrator for any expenses of such costs and expenses. To the Fund or extent the Adviser as may services for which the Trust is obligated to pay are performed by the Administrator, the Administrator shall be reasonably incurred by such Subadviser on behalf of entitled to recover from the Fund or the Adviser. The Subadviser shall keep and supply Trust only to the Trust and the Adviser reasonable records extent of all its costs for such expensesservices.

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

Expenses. During the term of this Agreement, Subadviser the Adviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with except such persons expenses as it believes to be particularly fitted to assist it in are assumed by the execution of its duties Trust under this Agreement and such expenses as are assumed by a Sub-Adviser under its Sub-Adviser Agreement. The Subadviser Adviser further agrees to pay all fees payable to the Sub-Advisers, executive salaries and expenses of the Trustees of the Trust who are employees of the Adviser or its affiliates, and office rent of the Trust. The Trust shall not be responsible for all of the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assetsits operations, including, without limitation, the management fee payable hereunder; brokerage commissions; interest; legal fees and expenses of dividends on attorneys; fees of auditors, transfer agents and dividend disbursing agents, custodians and shareholder servicing agents; the expense of obtaining quotations for calculating each Trust’s net asset value; taxes, if any, and the preparation of the Trust’s tax returns; cost of stock borrowed to cover certificates and any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares; expenses of registering and qualifying shares of the Trust under federal and state laws and regulations (including the salary of employees of the Adviser engaged in the registering and qualifying of shares of the Trust under federal and state laws and regulations or a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect pro-rata portion of the salary of employees to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviserextent so engaged); expenses for legal, accounting and auditing servicesof disposition or offering any of the portfolio securities held by a Series; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, notices and proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services materials to a pricing agent, if any; registration and filing fees of the SECexisting shareholders; expenses of registering or qualifying securities of the Fund for sale in the various states; freight printing and filing reports and other charges documents filed with governmental agencies; expenses in connection with the shipment shareholder and Trustee meetings; expenses of the Fund’s portfolio securitiesprinting and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of nonTrustees of the Trust who are not employees of the Adviser or any Sub-interested TrusteesAdviser, or their affiliates; salaries of shareholder relations personneltrade association dues; costs of shareholders meetingsinsurance premiums; insurance; interest; brokerage costs; and extraordinary expenses such as litigation and other extraordinary or non-recurring expenses. The To the extent the Adviser incurs any costs or performs any services which are an obligation of the Trust, as set forth herein, the Trust or shall promptly reimburse the Adviser for such costs and expenses. To the extent the services for which the Trust is obligated to pay are performed by the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may shall be reasonably incurred by such Subadviser on behalf of entitled to recover from the Fund or the Adviser. The Subadviser shall keep and supply Trust only to the Trust and the Adviser reasonable records extent of all its costs for such expensesservices.

Expenses. During the term of this Agreement, Subadviser will pay TAMIC shall bear all expenses incurred (excluding brokerage costs, custodian fees, auditor fees and other expenses to be borne by it either the Portfolio or the Trust) in connection with the performance of its activities services under this AgreementAgreement and shall pay: (a) any subadviser fee incurred under any and all Subadvisory Agreement(s) with respect to the Portfolio, and (b) any other fees required to be paid to any Subadviser. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes Trust will bear certain other expenses to be particularly fitted to assist it incurred in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’soperation, the Fund’s or Adviser’s expenses, which shall includeincluding, but not be limited to, the cost of securities, commodities : (i) interest and other investments taxes; (including ii) brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment purchase or sale of the Fund’s portfolio securitiessecurities and other investment instruments; (iii) fees and expenses of non-the Trust's trustees other than those who are "interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses persons" of the Fund or Trust; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the Adviser as may be reasonably incurred by such Subadviser on behalf registration and qualification of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) insurance premiums for fidelity bond and other coverage; (x) investment management fees; (xi) expenses of typesetting for printing prospectuses and statements of additional information and supplements thereto; (xii) expenses of printing and mailing prospectuses and statements of additional information and supplements thereto; and (xiii) such expensesnon-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and legal obligation that the Portfolio may have to indemnify the Trust's trustees, officers and/or employees or agents with respect thereto. The Trust will bear all other expenses that TAMIC has not specifically assumed hereunder.

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

Expenses. During the term of this Agreement, The Subadviser will pay all expenses incurred by it in connection with bear its activities under this Agreementown costs of providing services hereunder. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall will not be responsible for expenses of the Trust’s, Investment Adviser or the Fund’s or Adviser’s expenses, which shall includeincluding, but not be limited to, the following: the Fund's legal, auditing and accounting expenses; expenses of maintenance of the Fund's books and records other than those required to be maintained by the Subadviser, including computation of the Fund's daily net asset value per share and dividends; interest, taxes, governmental fees and membership dues incurred by the Fund; fees of the Fund’s custodian, transfer agent, registrar or other agents; expenses of preparing the Fund's share certificates; expenses relating to the redemption or repurchase of the Fund’s shares; expenses of registering and qualifying Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents and all regulatory filing requirements necessitated by a change of control of the Subadviser or any change in the portfolio manager or managers assigned by the Subadviser to manage the Fund); cost of securitiesFund stationery; costs of Trustee, commodities shareholder and other investments meetings of the Trust or Fund (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to except that the Subadviser Assetswill be responsible for costs associated with any shareholder meeting, organizational or any information statement prepared and offering expenses (which includedistributed in lieu of a shareholder meeting, but are not limited to, out-of-pocket expenses, but not overhead or employee costs necessitated by a change of control of the Subadviser); traveling expenses for legalof officers, accounting trustees and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges employees of the Trust or Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses Trust's trustees and salaries of registering any officers or qualifying securities employees of the Fund for sale in Trust or Fund; and the various states; freight Fund's pro rata portion of premiums on any fidelity bond and other charges in connection with insurance covering the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust their officers and the Adviser reasonable records of all such expensestrustees.

Expenses. During the term of this Agreement, The Subadviser will pay all expenses incurred by it in connection with bear its activities under this Agreementown costs of providing services -------- hereunder. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall will not be responsible for expenses of the Trust’s, Investment Adviser or the Fund’s or Adviser’s expenses, which shall includeincluding, but not be limited to, the following: the Fund's legal, auditing and accounting expenses; expenses of maintenance of the Fund's books and records other than those required to be maintained by the Subadviser, including computation of the Fund's daily net asset value per share and dividends; interest, taxes, governmental fees and membership dues incurred by the Fund; fees of the Fund's custodian, transfer agent, registrar or other agents; expenses of preparing the Fund's share certificates; expenses relating to the redemption or repurchase of the Fund's shares; expenses of registering and qualifying Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents necessitated by a change of control of the Subadviser or any change in the portfolio manager or managers assigned by the Subadviser to manage the Fund); cost of securitiesFund stationery; costs of Trustee, commodities shareholder and other investments meetings of the Trust or Fund (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to except that the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee will be responsible for costs associated with any shareholder meeting necessitated by a change of control of the Subadviser); traveling expenses for legalof officers, accounting trustees and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges employees of the Trust or Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses Trust's trustees and salaries of registering any officers or qualifying securities employees of the Fund for sale in Trust or Fund; and the various states; freight Fund's pro rata portion of premiums on any fidelity bond and other charges in connection with insurance covering the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust their officers and the Adviser reasonable records of all such expensestrustees.

Expenses. During the term of this Agreement, Subadviser the Administrator will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with except such persons expenses as it believes to be particularly fitted to assist it in are assumed by the execution of its duties Trust under this Agreement and such expenses as are assumed by a Series’ investment adviser pursuant to an Investment Management Agreement or by a Series’ sub-adviser pursuant to a Sub-Advisory Agreement. The Subadviser Trust shall not be responsible for all of the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assetsits operations, including, without limitation, the administration fee payable hereunder; advisory fees; brokerage commissions; interest; legal fees and expenses of dividends on attorneys; fees of auditors, transfer agents and dividend disbursing agents, custodians and shareholder servicing agents; fees of accountants and accounting services; the expense of obtaining quotations for calculating each Trust’s net asset value; taxes, if any, and the preparation of the Trust’s tax returns; cost of stock borrowed to cover a short sale certificates and interest, fees or any other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which includeincluding clerical expenses) of issue, but are not limited tosale, out-of-pocket expenses, but not overhead repurchase or employee costs redemption of shares; expenses of registering and qualifying shares of the Subadviser)Trust under federal and state laws and regulations; salaries of personnel involved in placing orders for the execution of the Trust’s portfolio transactions; expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, notices and proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services materials to a pricing agent, if any; registration and filing fees of the SECexisting shareholders; expenses of registering or qualifying securities of the Fund for sale in the various states; freight printing and filing reports and other charges documents filed with governmental agencies; expenses in connection with the shipment shareholder and trustee meetings; expenses of the Fund’s portfolio securitiesprinting and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of non-interested TrusteesTrustees of the Trust; salaries of shareholder relations personneltrade association dues; costs of shareholders meetingsinsurance premiums; insurance; interest; brokerage costs; and extraordinary expenses such as litigation and other extraordinary or non-recurring expenses. The Trust To the extent the Administrator incurs any costs or performs any services which are an obligation of the AdviserTrust, as set forth herein, the case may be, Trust shall promptly reimburse the Subadviser Administrator for any expenses of such costs and expenses. To the Fund or extent the Adviser as may services for which the Trust is obligated to pay are performed by the Administrator, the Administrator shall be reasonably incurred by such Subadviser on behalf of entitled to recover from the Fund or the Adviser. The Subadviser shall keep and supply Trust only to the Trust and the Adviser reasonable records extent of all its costs for such expensesservices.

Expenses. During The Fund and the term Company will coordinate the functions and pay the costs of this Agreement, Subadviser will pay all expenses incurred by it the completing these functions based upon an allocation of costs in connection with its activities under this Agreementthe tables below. The Subadviser shall, at its sole expense, employ term “Current” is defined as an existing Contract owner with value allocated to one or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreementmore Portfolios. The Subadviser shall not be responsible term “Prospective” is defined as a potential new Contract owner. Item Function Party Responsible for Expense Fund Prospectus Printing and Distribution (including postage) Current and Prospective – Fund (Company may choose to do the Trust’s, the printing at Fund’s expense) Fund Prospectus and SAI Supplements Printing and Distribution (including postage) Fund (Company may choose to do the printing at Fund’s expense) Fund SAI Printing and Distribution (including postage) Fund Proxy Material for Fund Printing, Distribution to Current (including postage), tabulation and solicitation Fund Fund Annual & Semi-Annual Report Printing and Distribution (including postage) Fund (Company may choose to do the printing at Fund’s expense) Contract Prospectus Printing and Distribution (including postage) Company Contract Prospectus and SAI Supplements Printing and Distribution (including postage) Company Contract SAI Printing and Distribution (including postage) Company Other communication to Prospective and Current Printing and Distribution (including postage) If Required by Law or Adviser’s Fund – Fund If Required by Company – Company Operations of the Fund All operations and related expenses, which shall include, but not be limited to, including the cost of securitiesregistration and qualification of shares, commodities and other investments (including brokerage commissions and other transaction chargestaxes on the issuance or transfer of shares, if any) purchased for the Fund and any losses incurred in connection therewith, expenses cost of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs management of the Subadviser); expenses for legalbusiness affairs of a Fund, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges paid or assumed by a Fund pursuant to any Rule 12b-1 plan Fund Operations of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; Accounts Federal registration and filing fees of the SEC; expenses units of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.separate account (24f-2 fees) Company SCHEDULE C

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

Expenses. During the term of this Agreement, The Subadviser will pay all expenses incurred by it in connection with bear its activities under this Agreementown costs of providing services hereunder. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall will not be responsible for expenses of the Trust’s, Investment Adviser or the Fund’s or Adviser’s expenses, which shall includeincluding, but not be limited to, the following: the Fund’s legal, auditing and accounting expenses; expenses of maintenance of the Fund’s books and records other than those required to be maintained by the Subadviser, including computation of the Fund’s daily net asset value per share and dividends; interest, taxes, governmental fees and membership dues incurred by the Fund; fees of the Fund’s custodian, transfer agent, registrar or other agents; expenses of preparing the Fund’s share certificates; expenses relating to the redemption or repurchase of the Fund’s shares; expenses of registering and qualifying Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents and all regulatory filing requirements necessitated by a change of control of the Subadviser or any change in the portfolio manager or managers assigned by the Subadviser to manage the Fund); cost of securitiesFund stationery; costs of Trustee, commodities shareholder and other investments meetings of the Trust or Fund (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to except that the Subadviser Assetswill be responsible for costs associated with any shareholder meeting, organizational or any information statement prepared and offering expenses (which includedistributed in lieu of a shareholder meeting, but are not limited to, out-of-pocket expenses, but not overhead or employee costs necessitated by a change of control of the Subadviser); traveling expenses for legalof officers, accounting trustees and auditing servicesemployees of the Trust or Fund; taxes fees of the Trust’s trustees and governmental feessalaries of any officers or employees of the Trust or Fund; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees pro rata portion of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight premiums on any fidelity bond and other charges in connection with insurance covering the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust their officers and the Adviser reasonable records of all such expensestrustees.

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

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

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

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

Expenses. Other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Manager under the Investment Management Agreement, the Fund is responsible for and has assumed the obligation for payment of all of its expenses, including but not limited to: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust for the benefit of the Funds including all fees and expenses of its custodian, shareholder services agent and accounting services agent; interest charges on any borrowings; costs and expenses of pricing and calculating its daily net asset value and of maintaining its books of account required under the 1940 Act; taxes, if any; expenditures in connection with meetings of each Fund’s shareholders and Board of Trustees that are properly payable by the Fund; salaries and expenses of officers and fees and expenses of members of the Board of Trustees or members of any advisory board or committee who are not members of, affiliated with or interested persons of the Manager; insurance premiums on property or personnel of each Fund which inure to its benefit, including liability and fidelity bond insurance; the cost of preparing and printing reports, proxy statements, prospectuses and statements of additional information of the Fund or other communications for distribution to existing shareholders; legal, auditing and accounting fees; trade association dues; fees and expenses (including legal fees) of obtaining and maintaining any required registration or notification for its shares for sale under federal and applicable state and foreign securities laws; all expenses of maintaining and servicing shareholder accounts, including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Funds, if any; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses, except as herein otherwise prescribed. During the term of this Agreement, Subadviser Sub-Adviser will pay all expenses incurred by it in connection with its activities under this AgreementAgreement other than the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund. The Subadviser Sub-Adviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the AdviserManager, as the case may be, shall reimburse the Subadviser Sub-Adviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser the Sub-Adviser, at the request of and on behalf of the a Fund or the AdviserManager. The Subadviser Sub-Adviser shall keep and supply to the Trust and the Adviser Manager reasonable records of all such expenses.

Expenses. During the term of this Agreement, The Subadviser will pay all expenses incurred by it in connection with bear its activities under this Agreementown costs of providing services hereunder. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall will not be responsible for expenses of the Trust’s, Investment Adviser or the Fund’s or Adviser’s expenses, which shall includeincluding, but not be limited to, the following: the Funds legal, auditing and accounting expenses; expenses of maintenance of the Funds books and records other than those required to be maintained by the Subadviser, including computation of the Funds daily net asset value per share and dividends; interest, taxes, governmental fees and membership dues incurred by the Fund; fees of the Funds custodian, transfer agent, registrar or other agents; expenses of preparing the Funds share certificates; expenses relating to the redemption or repurchase of the Funds shares; expenses of registering and qualifying Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents and all regulatory filing requirements necessitated by a change of control of the Subadviser or any change in the portfolio manager or managers assigned by the Subadviser to manage the Fund); cost of securitiesFund stationery; costs of Trustee, commodities shareholder and other investments meetings of the Trust or Fund (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to except that the Subadviser Assetswill be responsible for costs associated with any shareholder meeting, organizational or any information statement prepared and offering expenses (which includedistributed in lieu of a shareholder meeting, but are not limited to, out-of-pocket expenses, but not overhead or employee costs necessitated by a change of control of the Subadviser); traveling expenses for legalof officers, accounting trustees and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges employees of the Trust or Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses Trusts trustees and salaries of registering any officers or qualifying securities employees of the Fund for sale in Trust or Fund; and the various states; freight Funds pro rata portion of premiums on any fidelity bond and other charges in connection with insurance covering the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust their officers and the Adviser reasonable records of all such expensestrustees.

Expenses. During the term The Subadviser will bear its own costs of performing its obligations under this Agreement, Subadviser will pay including, but not limited to, the following: all expenses incurred by necessary investment and management facilities, including salaries of personnel required for it in connection with to execute its activities under this Agreementduties faithfully, and administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall will not be responsible for expenses of the Trust’s, Investment Adviser or the Fund’s or Adviser’s expenses, which shall includeincluding, but not be limited to, the cost of securitiesfollowing: the Fund's legal, commodities auditing and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, accounting expenses; expenses of holding maintenance of the Fund's books and records other than those required to be maintained by the Subadviser, including computation of the Fund's daily net asset value per share and dividends; interest, taxes, governmental fees and membership dues incurred by the Fund; fees of the Fund's custodians, transfer agents, registrars or carrying other agents; expenses of preparing the Fund's share certificates; expenses relating to the redemption or repurchase of the Fund's shares; expenses of registering and qualifying Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser Assetswill be responsible for costs associated with reprints of or supplements to such documents necessitated solely by actions of the Subadviser, including, without limitation, expenses a change of dividends on stock borrowed control of the Subadviser or any change in the portfolio manager or managers assigned by the Subadviser to cover a short sale manage the Fund); cost of Fund stationery; costs of Trustee, shareholder and interestother meetings of the Trust or Fund (except that the Subadviser will be responsible for costs associated with any shareholder meeting, fees proxy solicitation or other charges incurred proxy statement or information statement, in connection with leverage and related borrowings with respect each case, to the Subadviser Assetsextent necessitated by actions or events involving the Subadviser, organizational and offering expenses (which includeincluding, but are not limited towithout limitation, out-of-pocket expenses, but not overhead or employee costs a change of control of the Subadviser); traveling expenses for legalof officers, accounting Trustees and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges employees of the Trust or Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses Trust's Trustees and salaries of registering any officers or qualifying securities employees of the Fund for sale in Trust or Fund; and the various states; freight Fund's pro rata portion of premiums on any fidelity bond and other charges in connection with insurance covering the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust their officers and the Adviser reasonable records of all such expensesTrustees.

Expenses. During the term of this Agreement, Subadviser the Administrator will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with except such persons expenses as it believes to be particularly fitted to assist it in are assumed by the execution of its duties Trust under this Agreement and such expenses as are assumed by a Series’ investment adviser pursuant to an Investment Management Agreement or by a Series’ sub-adviser pursuant to a Sub-Advisory Agreement. The Subadviser Trust shall not be responsible for such assumed expenses and for all of the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assetsits operations, including, without limitation, the administration fee payable hereunder; advisory fees; brokerage commissions; interest; legal fees and expenses of dividends on attorneys; direct costs of ING Counsel and its support staff and for legal services related to registration statements, proxy materials and periodic reports to shareholders, contracts with third parties, examinations and inquiries by regulatory entities, compliance with requirements of the Investment Company Act of 1940, and meetings of the Board of Trustees; fees of auditors, transfer agents and dividend disbursing agents, custodians and shareholder servicing agents; fees of accountants and accounting services; the expense of obtaining quotations for calculating each Trust’s net asset value; taxes, if any, and the preparation of the Trust’s tax returns; cost of stock borrowed to cover a short sale certificates and interest, fees or any other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which includeincluding clerical expenses) of issue, but are not limited tosale, out-of-pocket expenses, but not overhead repurchase or employee costs redemption of shares; expenses of registering and qualifying shares of the Subadviser)Trust under federal and state laws and regulations; salaries of personnel involved in placing orders for the execution of the Trust’s portfolio transactions; expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing reports, notices and proxy materials to existing shareholders; expenses of printing and filing reports and other documents filed with governmental agencies; expenses in connection with shareholder reportsand trustee meetings; expenses of printing and distributing prospectuses and statements of additional information to existing shareholders; expenses of preparing prospectuses and statements of additional information, shareholder reports and notices, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection documents filed with the shipment of the Fund’s portfolio securitiesgovernmental agencies; fees and expenses of non-interested TrusteesTrustees of the Trust; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; fees and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of counsel to the Fund Trustees of the Trust who are not “interested persons” (as such term is defined in the 1940 Act) (the “Non-Interested Trustees”) and any consultants or the Adviser as may be reasonably incurred other persons engaged by such Subadviser or on behalf of the Fund Independent Trustees; trade association dues; insurance premiums; extraordinary expenses such as litigation expenses. To the extent the Administrator incurs any costs or performs any services which are an obligation of the AdviserTrust, as set forth herein, the Trust shall promptly reimburse the Administrator for such costs and expenses. The Subadviser To the extent the services for which the Trust is obligated to pay are performed by the Administrator, the Administrator shall keep and supply be entitled to recover from the Trust only to the Trust and the Adviser reasonable records extent of all its costs for such expensesservices.

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

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

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

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

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

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

Expenses. During the term The Subadviser will bear its own costs of performing its obligations under this Agreement, Subadviser will pay including, but not limited to, the following: all expenses incurred by necessary investment and management facilities, including salaries of personnel required for it in connection with to execute its activities under this Agreementduties faithfully, and administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall will not be responsible for expenses of the Trust’sInvestment Adviser or the Portfolio, the Fund’s or Adviser’s expenses, which shall includeincluding, but not be limited to, the cost of securitiesfollowing: the Portfolio's legal, commodities auditing and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, accounting expenses; expenses of holding maintenance of the Portfolio's books and records other than those required to be maintained by the Subadviser, including computation of the Portfolio's daily net asset value per share and dividends; interest, taxes, governmental fees and membership dues incurred by the Portfolio; fees of the Portfolio's custodians, transfer agents, registrars or carrying other agents; expenses of preparing the Portfolio's share certificates; expenses relating to the redemption or repurchase of the Portfolio's shares; expenses of registering and qualifying Portfolio shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Portfolio investors (except that the Subadviser Assetswill be responsible for costs associated with reprints of or supplements to such documents necessitated solely by actions of the Subadviser, including, without limitation, expenses a change of dividends on stock borrowed control of the Subadviser or any change in the portfolio manager or managers assigned by the Subadviser to cover a short sale manage the Portfolio); cost of Portfolio stationery; costs of Trustee, shareholder and interestother meetings of the Trust or Portfolio (except that the Subadviser will be responsible for costs associated with any shareholder meeting, fees proxy solicitation or other charges incurred proxy statement or information statement, in connection with leverage and related borrowings with respect each case, to the Subadviser Assetsextent necessitated by actions or events involving the Subadviser, organizational and offering expenses (which includeincluding, but are not limited towithout limitation, out-of-pocket expenses, but not overhead or employee costs a change of control of the Subadviser); traveling expenses for legalof officers, accounting Trustees and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges employees of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agentsTrust or Portfolio; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses Trust's Trustees and salaries of registering any officers or qualifying securities employees of the Fund for sale in Trust or Portfolio; and the various states; freight Portfolio's pro rata portion of premiums on any fidelity bond and other charges in connection with insurance covering the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep Portfolio and supply to the Trust their officers and the Adviser reasonable records of all such expensesTrustees.

Expenses. During The Fund and the term Company will coordinate the functions and pay the costs of this Agreement, Subadviser will pay all expenses incurred by it the completing these functions based upon an allocation of costs in connection with its activities under this Agreementthe tables below. The Subadviser shall, at its sole expense, employ term “Current” is defined as an existing Contract owner with value allocated to one or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreementmore Portfolios. The Subadviser shall not be responsible term “Prospective” is defined as a potential new Contract owner. Item Function Party Responsible for Expense Fund Prospectus Printing and Distribution (including postage) Current and Prospective – Fund (Company may choose to do the Trust’s, the printing at Fund’s expense) Fund Prospectus and SAI Supplements Printing and Distribution (including postage) Fund (Company may choose to do the printing at Fund’s expense) Fund SAI Printing and Distribution (including postage) Fund Proxy Material for Fund Printing, Distribution to Current (including postage), tabulation and solicitation Fund Fund Annual & Semi-Annual Report Printing and Distribution (including postage) Fund (Company may choose to do the printing at Fund’s expense) Contract Prospectus Printing and Distribution (including postage) Company Contract Prospectus and SAI Supplements Printing and Distribution (including postage) Company Contract SAI Printing and Distribution (including postage) Company Other communication to Prospective and Current Printing and Distribution (including postage) If Required by Law or Adviser’s Fund – Fund If Required by Company – Company Operations of the Fund All operations and related expenses, which shall include, but not be limited to, including the cost of securitiesregistration and qualification of shares, commodities and other investments (including brokerage commissions and other transaction chargestaxes on the issuance or transfer of shares, if any) purchased for the Fund and any losses incurred in connection therewith, expenses cost of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs management of the Subadviser); expenses for legalbusiness affairs of a Fund, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges paid or assumed by a Fund pursuant to any Rule 12b-1 plan Fund Item Function Party Responsible for Expense Operations of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; Accounts Federal registration and filing fees of the SEC; expenses units of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.separate account (24f-2 fees) Company SCHEDULE C

Expenses. During (a) ALPS will bear all expenses in connection with the term performance of its services under this Agreement, Subadviser except as otherwise provided herein. ALPS will pay all not bear any of the costs of Trust officers or employees (other than employees of ALPS who are named as officers of the Trust). Other Trust expenses incurred shall be borne by it in connection with its activities under this Agreement. The Subadviser shallthe Trust or the Trust’s investment adviser, at its sole expenseincluding, employ or associate itself with such persons as it believes to be particularly fitted to assist it but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in the execution various states in which the officers of the Trust shall determine it advisable to qualify such Shares for sale (including registering the Trust as a broker or dealer or any officer of the Trust as agent or salesman in any state); registered representative licensing of any personnel of the Trust or its duties under this Agreement. The Subadviser shall not be responsible investment adviser, other than employees of ALPS who are named officers of the Trust; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Trust shares; administration, transfer agency and custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; FINRA advertising/filing fees; FINRA registration and licensing fees for any person or entity affiliated with or employed by the Trust or its investment adviser, other than employees of ALPS who are named officers of the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but shall not be limited to, costs for study materials, classes, opening test taking windows, exams, state registration, fulfillment of the cost regulatory element, fulfillment of securitiesthe firm element, commodities the annual compliance meeting and other investments (including brokerage commissions on-site examinations of the office(s) of those individuals registered with FINRA; advisory fees; insurance premiums; fidelity bond premiums; Trust and other transaction charges, if any) purchased for the Fund investment advisory related legal expenses; costs of maintenance of Trust existence; travel expenses to Board meetings and any losses incurred in connection therewith, expenses on-sight supervisory reviews; printing and delivery of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred materials in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs meetings of the Subadviser)Trust’s trustees; expenses for legalprinting and mailing of shareholder reports, accounting prospectuses, statements of additional information, other offering documents and auditing servicessupplements, proxy materials and other communications to shareholders; taxes and governmental fees; dues securities pricing data and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection electronic filings with the shipment of U.S. Securities and Exchange Commission (the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses“SEC”).

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

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

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

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

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

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

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

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

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

Expenses. During the term of this Agreement, The Subadviser will pay all expenses incurred by it in connection with bear its activities under this Agreementown costs of providing services hereunder. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall will not be responsible for expenses of the Trust’s, Investment Adviser or the Fund’s or Adviser’s expenses, which shall includeincluding, but not be limited to, the following: the Funds legal, auditing and accounting expenses; expenses of maintenance of the Funds books and records other than those required to be maintained by the Subadviser, including computation of the Funds daily net asset value per share and dividends; interest, taxes, governmental fees and membership dues incurred by the Fund; fees of the Funds custodian, transfer agent, registrar or other agents; expenses of preparing the Funds share certificates; expenses relating to the redemption or repurchase of the Funds shares; expenses of registering and qualifying Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents necessitated by a change of control of the Subadviser or any change in the portfolio manager or managers assigned by the Subadviser to manage the Fund); cost of securitiesFund stationery; costs of Trustee, commodities shareholder and other investments meetings of the Trust or Fund (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to except that the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee will be responsible for costs associated with any shareholder meeting necessitated by a change of control of the Subadviser); traveling expenses for legalof officers, accounting trustees and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges employees of the Trust or Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses Trusts trustees and salaries of registering any officers or qualifying securities employees of the Fund for sale in Trust or Fund; and the various states; freight Funds pro rata portion of premiums on any fidelity bond and other charges in connection with insurance covering the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust their officers and the Adviser reasonable records of all such expensestrustees.

Expenses. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shallAdviser, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, own expense and without reimbursement from the Fund’s or Adviser’s expenses, which shall includefurnish office space, but not be limited toand all necessary office facilities, equipment and executive personnel for managing the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians . The Adviser shall pay the salaries and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of all officers and trustees of the SEC; Trust affiliated with the Adviser. Fees paid for attendance at meetings of the Trust's trustees to trustees of the Trust who are not interested persons of the Adviser, as defined in the Act, as amended, shall be borne by the Trust. The Fund shall bear all other expenses initially incurred by it. The expenses of the Trust's operations borne by the Trust include by way of illustration and not limitation, the costs of preparing and printing its registration statements required under the Securities Act of 1933 and the Act (and amendments thereto), the expense of registering or qualifying securities of its shares with the Fund for sale Securities and Exchange Commission and in the various states; freight , the printing and distribution cost of prospectuses mailed to existing shareholders, trustee and officer liability insurance, reports to shareholders, reports to government authorities and proxy statements, interest charges, taxes, legal expenses, salaries of administrative and clerical personnel, association membership dues, auditing and accounting services, insurance premiums, brokerage and other charges in connection expenses connected with the shipment execution of the Fund’s portfolio securities; securities transactions, fees and expenses of non-interested Trustees; salaries the custodian of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the AdviserFund's assets, as the case may be, shall reimburse the Subadviser for any expenses of calculating the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf net asset value and repurchasing and redeeming shares, charges and expenses of the Fund or the Adviser. The Subadviser shall keep dividend disbursing agents, registrars and supply to the Trust stock transfer agents and the Adviser reasonable cost of keeping all necessary shareholder records of all such expensesand accounts.

Expenses. During the term of this Agreement, Subadviser the Manager will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with except such persons expenses as it believes to be particularly fitted to assist it in are assumed by the execution of its duties Trust under this Agreement and such expenses as are assumed by a Sub-Adviser under its Sub-Adviser Agreement. The Subadviser Manager further agrees to pay all fees payable to the Sub-Advisers, executive salaries and expenses of the Directors of the Trust who are employees of the Manager or its affiliates, and office rent of the Trust. The Trust shall not be responsible for all of the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assetsits operations, including, without limitation, the management fee payable hereunder; brokerage commissions; interest; legal fees and expenses of dividends on attorneys; fees of auditors, transfer agents and dividend disbursing agents, custodians and shareholder servicing agents; the expense of obtaining quotations for calculating each Fund's net asset value; taxes, if any, and the preparation of the Trust's tax returns; cost of stock borrowed to cover certificates and any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares; expenses of registering and qualifying shares of the Trust under federal and state laws and regulations (including the salary of employees of the Manager engaged in the registering and qualifying of shares of the Trust under federal and state laws and regulations or a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect pro-rata portion of the salary of employees to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs extent so engaged); salaries of personnel involved in placing orders for the execution of the Subadviser)Trust's portfolio transactions; expenses for legal, accounting and auditing servicesof disposition or offering any of the portfolio securities held by a Series; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, notices and proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services materials to a pricing agent, if any; registration and filing fees of the SECexisting shareholders; expenses of registering or qualifying securities of the Fund for sale in the various states; freight printing and filing reports and other charges documents filed with governmental agencies; expenses in connection with the shipment shareholder and director meetings; expenses of the Fund’s portfolio securitiesprinting and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of nonDirectors of the Trust who are not employees of the Manager or any Sub-interested TrusteesAdviser, or their affiliates; salaries of shareholder relations personneltrade association dues; costs of shareholders meetingsinsurance premiums; insurance; interest; brokerage costs; and extraordinary expenses such as litigation and other extraordinary or non-recurring expenses. The Trust To the extent the Manager incurs any costs or performs any services which are an obligation of the AdviserTrust, as set forth herein, the case may be, Trust shall promptly reimburse the Subadviser Manager for any expenses of such costs and expenses. To the Fund or extent the Adviser as may services for which the Trust is obligated to pay are performed by the Manager, the Manager shall be reasonably incurred by such Subadviser on behalf of entitled to recover from the Fund or the Adviser. The Subadviser shall keep and supply Trust only to the Trust and the Adviser reasonable records extent of all its costs for such expensesservices.

Expenses. During the term The Subadviser will bear its own costs of performing its obligations under this Agreement, Subadviser will pay including, but not limited to, the following: all expenses incurred by necessary investment and management facilities, including salaries of personnel required for it in connection with to execute its activities under this Agreementduties faithfully, and administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall will not be responsible for expenses of the Trust’sInvestment Adviser or the Portfolio, the Fund’s or Adviser’s expenses, which shall includeincluding, but not be limited to, the cost of securitiesfollowing: the Portfolio’s legal, commodities auditing and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, accounting expenses; expenses of holding maintenance of the Portfolio’s books and records other than those required to be maintained by the Subadviser, including computation of the Portfolio’s daily net asset value per share and dividends; interest, taxes, governmental fees and membership dues incurred by the Portfolio; fees of the Portfolio’s custodians, transfer agents, registrars or carrying other agents; expenses of preparing the Portfolio’s share certificates; expenses relating to the redemption or repurchase of the Portfolio’s shares; expenses of registering and qualifying Portfolio shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Portfolio investors (except that the Subadviser Assetswill be responsible for costs associated with reprints of or supplements to such documents necessitated solely by actions of the Subadviser, including, without limitation, expenses a change of dividends on stock borrowed control of the Subadviser or any change in the portfolio manager or managers assigned by the Subadviser to cover a short sale manage the Portfolio); cost of Portfolio stationery; costs of Trustee, shareholder and interestother meetings of the Trust or Portfolio (except that the Subadviser will be responsible for costs associated with any shareholder meeting, fees proxy solicitation or other charges incurred proxy statement or information statement, in connection with leverage and related borrowings with respect each case, to the Subadviser Assetsextent necessitated by actions or events involving the Subadviser, organizational and offering expenses (which includeincluding, but are not limited towithout limitation, out-of-pocket expenses, but not overhead or employee costs a change of control of the Subadviser); traveling expenses for legalof officers, accounting Trustees and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges employees of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agentsTrust or Portfolio; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses Trust’s Trustees and salaries of registering any officers or qualifying securities employees of the Fund for sale in Trust or Portfolio; and the various states; freight Portfolio’s pro rata portion of premiums on any fidelity bond and other charges in connection with insurance covering the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep Portfolio and supply to the Trust their officers and the Adviser reasonable records of all such expensesTrustees.

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

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

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

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

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

Expenses. During the term of this Agreement, The Subadviser will pay all expenses incurred by it in connection with bear its activities under this Agreementown costs of providing services hereunder. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall will not be responsible for expenses of the Trust’s, Investment Adviser or the Fund’s or Adviser’s expenses, which shall includeincluding, but not be limited to, the following: the Funds legal, auditing and accounting expenses; expenses of maintenance of the Funds books and records other than those required to be maintained by Subadviser, including computation of the Funds daily net asset value per share and dividends; interest, taxes, governmental fees and membership dues incurred by the Fund; fees of the Funds custodians, transfer agents, registrars or other agents; expenses of preparing the Funds share certificates; expenses relating to the redemption or repurchase of the Funds shares; expenses of registering and qualifying Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents necessitated by a change of control of the Subadviser or any change in the portfolio manager or managers assigned by the Subadviser to manage the Fund); cost of securitiesFund stationery; costs of Trustee, commodities shareholder and other investments meetings of the Trust or Fund (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to except that the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee will be responsible for costs associated with any shareholder meeting necessitated by a change of control of the Subadviser); traveling expenses for legalof officers, accounting trustees and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges employees of the Trust or Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses Trusts trustees and salaries of registering any officers or qualifying securities employees of the Fund for sale in Trust or Fund; and the various states; freight Funds pro rata portion of premiums on any fidelity bond and other charges in connection with insurance covering the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust their officers and the Adviser reasonable records of all such expensestrustees.

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

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

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

Expenses. During the term of this Agreement, Subadviser the Administrator will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with except such persons expenses as it believes to be particularly fitted to assist it in are assumed by the execution of its duties Trust under this Agreement and such expenses as are assumed by the investment adviser pursuant to an Investment Management Agreement. The Subadviser Trust shall not be responsible for all of the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assetsits operations, including, without limitation, the administration fee payable hereunder; advisory fees; brokerage commissions; interest; legal fees and expenses of dividends on attorneys; fees of auditors, transfer agents and dividend disbursing agents, custodians and shareholder servicing agents; fees of accountants and accounting services; the expense of obtaining quotations for calculating the Trust's net asset value; taxes, if any, and the preparation of the Trust's tax returns; cost of stock borrowed to cover a short sale certificates and interest, fees or any other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which includeincluding clerical expenses) of issue, but are not limited tosale, out-of-pocket expenses, but not overhead repurchase or employee costs redemption of shares; expenses of registering and qualifying shares of the Subadviser)Trust under federal and state laws and regulations; salaries of personnel involved in placing orders for the execution of the Trust's portfolio transactions; expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, notices and proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services materials to a pricing agent, if any; registration and filing fees of the SECexisting shareholders; expenses of registering or qualifying securities of the Fund for sale in the various states; freight printing and filing reports and other charges documents filed with governmental agencies; expenses in connection with the shipment shareholder and director meetings; expenses of the Fund’s portfolio securitiesprinting and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of non-Trustees of the Trust who are not "interested Trusteespersons" of the Trust as that term is defined in the Investment Company Act of 1940; salaries of shareholder relations personneltrade association dues; costs of shareholders meetings; insurance; interest; brokerage costsinsurance premiums; and extraordinary expenses such as litigation and other extraordinary or non-recurring expenses. The Trust To the extent the Administrator incurs any costs or performs any services which are an obligation of the AdviserTrust, as set forth herein, the case may be, Trust shall promptly reimburse the Subadviser Administrator for any expenses of such costs and expenses. To the Fund or extent the Adviser as may services for which the Trust is obligated to pay are performed by the Administrator, the Administrator shall be reasonably incurred by such Subadviser on behalf of entitled to recover from the Fund or the Adviser. The Subadviser shall keep and supply Trust only to the Trust and the Adviser reasonable records extent of all its costs for such expensesservices.

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

Expenses. During the term of this Agreement, The Subadviser will pay all expenses incurred by it in connection with bear its activities under this Agreementown costs of providing services hereunder. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall will not be responsible for expenses of the Trust’s, Investment Adviser or the Fund’s or Adviser’s expenses, which shall includeincluding, but not be limited to, the following: the Fund's legal, auditing and accounting expenses; expenses of maintenance of the Fund's books and records other than those required to be maintained by the Subadviser, including computation of the Fund's daily net asset value per share and dividends; interest, taxes, governmental fees and membership dues incurred by the Fund; fees of the Fund's custodian, transfer agent, registrar or other agents; expenses of preparing the Fund's share certificates; expenses relating to the redemption or repurchase of the Fund's shares; expenses of registering and qualifying Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents and all regulatory filing requirements necessitated by a change of control of the Subadviser or any change in the portfolio manager or managers assigned by the Subadviser to manage the Fund); cost of securitiesFund stationery; costs of Trustee, commodities shareholder and other investments meetings of the Trust or Fund (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to except that the Subadviser Assetswill be responsible for costs associated with any shareholder meeting, organizational or any information statement prepared and offering expenses (which includedistributed in lieu of a shareholder meeting, but are not limited to, out-of-pocket expenses, but not overhead or employee costs necessitated by a change of control of the Subadviser); traveling expenses for legalof officers, accounting trustees and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges employees of the Trust or Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses Trust's trustees and salaries of registering any officers or qualifying securities employees of the Fund for sale in Trust or Fund; and the various states; freight Fund's pro rata portion of premiums on any fidelity bond and other charges in connection with insurance covering the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust their officers and the Adviser reasonable records of all such expensestrustees.

Expenses. Other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Manager under the Investment Management Agreement, the Fund is responsible for and has assumed the obligation for payment of all of its expenses, including but not limited to: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust for the benefit of the Funds including all fees and expenses of its custodian, shareholder services agent and accounting services agent; interest charges on any borrowings; costs and expenses of pricing and calculating its daily net asset value and of maintaining its books of account required under the 1940 Act; taxes, if any; expenditures in connection with meetings of each Fund's shareholders and Board that are properly payable by the Fund; salaries and expenses of officers and fees and expenses of members of the Board or members of any advisory board or committee who are not members of, affiliated with or interested persons of the Manager; insurance premiums on property or personnel of each Fund which inure to its benefit, including liability and fidelity bond insurance; the cost of preparing and printing reports, proxy statements, prospectuses and statements of additional information of the Fund or other communications for distribution to existing shareholders; legal, auditing and accounting fees; trade association dues; fees and expenses (including legal fees) of obtaining and maintaining any required registration or notification for its shares for sale under federal and applicable state and foreign securities laws; all expenses of maintaining and servicing shareholder accounts, including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Funds, if any; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses, except as herein otherwise prescribed. During the term of this Agreement, Subadviser Sub-Adviser will pay all expenses incurred by it in connection with its activities under this AgreementAgreement other than the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund. The Subadviser Sub-Adviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the AdviserManager, as the case may be, shall reimburse the Subadviser Sub-Adviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser the Sub-Adviser, at the request of and on behalf of the a Fund or the AdviserManager. The Subadviser Sub-Adviser shall keep and supply to the Trust and the Adviser Manager reasonable records of all such expenses.

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

Expenses. During the term of this Agreement, The Subadviser will pay all expenses incurred by it in connection with bear its activities under this Agreementown costs of providing -------- services hereunder. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall will not be responsible for expenses of the Trust’s, Investment Adviser or the Fund’s or Adviser’s expenses, which shall includeincluding, but not be limited to, the following: the Fund's legal, auditing and accounting expenses; expenses of maintenance of the Fund's books and records other than those required to be maintained by Subadviser, including computation of the Fund's daily net asset value per share and dividends; interest, taxes, governmental fees and membership dues incurred by the Fund; fees of the Fund's custodians, transfer agents, registrars or other agents; expenses of preparing the Fund's share certificates; expenses relating to the redemption or repurchase of the Fund's shares; expenses of registering and qualifying Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents necessitated by a change of control of the Subadviser or any change in the portfolio manager or managers assigned by the Subadviser to manage the Fund); cost of securitiesFund stationery; costs of Trustee, commodities shareholder and other investments meetings of the Trust or Fund (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to except that the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee will be responsible for costs associated with any shareholder meeting necessitated by a change of control of the Subadviser); traveling expenses for legalof officers, accounting trustees and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges employees of the Trust or Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses Trust's trustees and salaries of registering any officers or qualifying securities employees of the Fund for sale in Trust or Fund; and the various states; freight Fund's pro rata portion of premiums on any fidelity bond and other charges in connection with insurance covering the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust their officers and the Adviser reasonable records of all such expensestrustees.

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

Expenses. During the term of this Agreement, Subadviser the Administrator will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with except such persons expenses as it believes to be particularly fitted to assist it in are assumed by the execution of its duties Fund under this Agreement and such expenses as are assumed by the investment manager pursuant to an Investment Management Agreement. The Subadviser Fund shall not be responsible for such assumed expenses and for all of the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assetsits operations, including, without limitation, the administration fee payable hereunder; advisory fees; brokerage commissions; interest; legal fees and expenses of dividends on attorneys; fees of auditors, transfer agents and dividend disbursing agents, custodians and shareholder servicing agents; fees of accountants and accounting services; the expense of obtaining quotations for calculating the Fund’s net asset value; taxes, if any, and the preparation of the Fund’s tax returns; cost of stock borrowed to cover a short sale certificates and interest, fees or any other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which includeincluding clerical expenses) of issue, but are not limited tosale, out-of-pocket expenses, but not overhead repurchase or employee costs redemption of shares; expenses of registering and qualifying shares of the Subadviser)Fund under federal and state laws and regulations; all expenses of periodic repurchase offers and of preparing, printing, and mailing repurchase offer material to shareholders; expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing reports, notices and proxy materials to existing shareholders; expenses of printing and filing reports and other documents filed with governmental agencies; expenses in connection with shareholder reportsand trustee meetings; expenses of printing and distributing prospectuses and statements of additional information to existing shareholders; expenses of software licensing and similar products used in the preparation of registration statements including prospectuses and statements of additional information, shareholder reports and notices, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection documents filed with the shipment of the Fund’s portfolio securitiesgovernmental agencies; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses Trustees of the Fund who are not “interested persons” of the Fund as that term is defined in the 1940 Act; fees and expenses of counsel to the Trustees of the Fund who are not “interested persons” (as such term is defined in the 1940 Act) (the “Non-Interested Trustees”) and any consultants or the Adviser as may be reasonably incurred other persons engaged by such Subadviser or on behalf of the Independent Trustees; trade association dues; insurance premiums; and extraordinary expenses such as litigation expenses. To the extent the Administrator incurs any costs or performs any services which are an obligation of the Fund, as set forth herein, the Fund or shall promptly reimburse the AdviserAdministrator for such costs and expenses. The Subadviser To the extent the services for which the Fund is obligated to pay are performed by the Administrator, the Administrator shall keep and supply be entitled to recover from the Fund only to the Trust and the Adviser reasonable records extent of all its costs for such expensesservices.

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

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

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

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

Expenses. During the term of this Agreement, The Subadviser will pay all expenses incurred by it in connection with bear its activities under this Agreementown costs of providing -------- services hereunder. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall will not be responsible for expenses of the Trust’s, Investment Adviser or the Fund’s or Adviser’s expenses, which shall includeincluding, but not be limited to, the following: the Fund's legal, auditing and accounting expenses; expenses of maintenance of the Fund's books and records other than those required to be maintained by the Subadviser, including computation of the Fund's daily net asset value per share and dividends; interest, taxes, governmental fees and membership dues incurred by the Fund; fees of the Fund's custodian, transfer agent, registrar or other agents; expenses of preparing the Fund's share certificates; expenses relating to the redemption or repurchase of the Fund's shares; expenses of registering and qualifying Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents and all regulatory filing requirements necessitated by a change of control of the Subadviser or any change in the portfolio manager or managers assigned by the Subadviser to manage the Fund); cost of securitiesFund stationery; costs of Trustee, commodities shareholder and other investments meetings of the Trust or Fund (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to except that the Subadviser Assetswill be responsible for costs associated with any shareholder meeting, organizational or any information statement prepared and offering expenses (which includedistributed in lieu of a shareholder meeting, but are not limited to, out-of-pocket expenses, but not overhead or employee costs necessitated by a change of control of the Subadviser); traveling expenses for legalof officers, accounting trustees and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges employees of the Trust or Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses Trust's trustees and salaries of registering any officers or qualifying securities employees of the Fund for sale in Trust or Fund; and the various states; freight Fund's pro rata portion of premiums on any fidelity bond and other charges in connection with insurance covering the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust their officers and the Adviser reasonable records of all such expensestrustees.

Expenses. During the term of this Agreement, Subadviser the Administrator will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with except such persons expenses as it believes to be particularly fitted to assist it in are assumed by the execution of its duties Trust under this Agreement and such expenses as are assumed by a Series' investment adviser pursuant to an Investment Management Agreement or by a Series' sub-adviser pursuant to a Portfolio Management Agreement. The Subadviser Trust shall not be responsible for all of the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assetsits operations, including, without limitation, the administration fee payable hereunder; advisory fees; brokerage commissions; interest; legal fees and expenses of dividends on attorneys; fees of auditors, transfer agents and dividend disbursing agents, custodians and shareholder servicing agents; fees of accountants and accounting services; the expense of obtaining quotations for calculating each Trust's net asset value; taxes, if any, and the preparation of the Trust's tax returns; cost of stock borrowed to cover certificates and any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares; expenses of registering and qualifying shares of the Trust under federal and state laws and regulations (including the salary of employees of the Administrator engaged in the registering and qualifying of shares of the Trust under federal and state laws and regulations or a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect pro-rata portion of the salary of employees to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs extent so engaged); salaries of personnel involved in placing orders for the execution of the Subadviser)Trust's portfolio transactions; expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, notices and proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services materials to a pricing agent, if any; registration and filing fees of the SECexisting shareholders; expenses of registering or qualifying securities of the Fund for sale in the various states; freight printing and filing reports and other charges documents filed with governmental agencies; expenses in connection with the shipment shareholder and trustee meetings; expenses of the Fund’s portfolio securitiesprinting and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of non-interested TrusteesTrustees of the Trust; salaries of shareholder relations personneltrade association dues; costs of shareholders meetingsinsurance premiums; insurance; interest; brokerage costs; and extraordinary expenses such as litigation and other extraordinary or non-recurring expenses. The Trust To the extent the Administrator incurs any costs or performs any services which are an obligation of the AdviserTrust, as set forth herein, the case may be, Trust shall promptly reimburse the Subadviser Administrator for any expenses of such costs and expenses. To the Fund or extent the Adviser as may services for which the Trust is obligated to pay are performed by the Administrator, the Administrator shall be reasonably incurred by such Subadviser on behalf of entitled to recover from the Fund or the Adviser. The Subadviser shall keep and supply Trust only to the Trust and the Adviser reasonable records extent of all its costs for such expensesservices.

Expenses. Other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Manager under the Investment Management Agreement, the Fund is responsible for and has assumed the obligation for payment of all of its expenses, including but not limited to: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust for the benefit of the Funds including all fees and expenses of its custodian, shareholder services agent and accounting services agent; interest charges on any borrowings; costs and expenses of pricing and calculating its daily net asset value and of maintaining its books of account required under the 1940 Act; taxes, if any; expenditures in connection with meetings of each Fund's shareholders and Board of Trustees that are properly payable by the Fund; salaries and expenses of officers and fees and expenses of members of the Board of Trustees or members of any advisory board or committee who are not members of, affiliated with or interested persons of the Manager; insurance premiums on property or personnel of each Fund which inure to its benefit, including liability and fidelity bond insurance; the cost of preparing and printing reports, proxy statements, prospectuses and statements of additional information of the Fund or other communications for distribution to existing shareholders; legal, auditing and accounting fees; trade association dues; fees and expenses (including legal fees) of obtaining and maintaining any required registration or notification for its shares for sale under federal and applicable state and foreign securities laws; all expenses of maintaining and servicing shareholder accounts, including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Funds, if any; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses, except as herein otherwise prescribed. During the term of this Agreement, Subadviser Sub-Adviser will pay all expenses incurred by it in connection with its activities under this AgreementAgreement other than the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund. The Subadviser Sub-Adviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the AdviserManager, as the case may be, shall reimburse the Subadviser Sub-Adviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser the Sub-Adviser, at the request of and on behalf of the a Fund or the AdviserManager. The Subadviser Sub-Adviser shall keep and supply to the Trust and the Adviser Manager reasonable records of all such expenses.

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

Expenses. During the term of this Agreement, The Subadviser will pay all expenses incurred by it in connection with bear its activities under this Agreementown costs of providing services hereunder. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall will not be responsible for expenses of the Trust’s, Investment Adviser or the Fund’s or Adviser’s expenses, which shall includeincluding, but not be limited to, the following: the Funds legal, auditing and accounting expenses; expenses of maintenance of the Funds books and records other than those required to be maintained by the Subadviser, including computation of the Funds daily net asset value per share and dividends; interest, taxes, governmental fees and membership dues incurred by the Fund; fees of the Funds custodian, transfer agent, registrar or other agents; expenses of preparing the Funds share certificates; expenses relating to the redemption or repurchase of the Funds shares; expenses of registering and qualifying Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents and all regulatory filing requirements necessitated by a change of control of the Subadviser or any change in the portfolio manager or managers assigned by the Subadviser to manage the Fund); cost of securitiesFund stationery; costs of Trustee, commodities shareholder and other investments meetings of the Trust or Fund (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to except that the Subadviser Assetswill be responsible for costs associated with any shareholder meeting, organizational or any information statement prepared and offering expenses (which includedistributed in lieu of a shareholder meeting, but are not limited to, out-of-pocket expenses, but not overhead or employee costs necessitated by a change of control of the Subadviser); traveling expenses for legalof officers, accounting trustees and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges employees of the Trust or Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses Trusts trustees and salaries of registering any officers or qualifying securities employees of the Fund for sale in Trust or Fund; and the various states; freight Funds pro rata portion of premiums on any fidelity bond and other charges in connection with insurance covering the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviserand their officers and trustees. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses3.

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

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

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

Expenses. During the term of this Agreement, Subadviser will : The Advisor shall bear and pay all expenses incurred the costs of rendering the services to be performed by it in connection with its activities under this Agreement. The Subadviser shallIn addition, at with respect to the investment operations of the Fund, the Advisor is responsible for the compensation of any of the Trust's trustees, officers, and employees who are affiliates of the Advisor (except for the salary or other compensation of the Chief Compliance Officer (“CCO”) of the Trust, who may be an affiliate of the Advisor, as to which that portion of such compensation and related costs allocable to his or her duties as the CCO of the Trust will be reimbursed by the Trust to Advisor as determined by the Board of Trustees of the Trust, the expenses of printing and distributing the Fund's prospectuses, statements of additional information, and sales and advertising materials (but not the legal, auditing or accounting fees attendant thereto) to prospective investors (but not to existing shareholders), and providing office space and equipment reasonably necessary for the investment operations of the Funds. Each Fund is responsible for and has assumed the obligation for payment of all of its sole expenseexpenses, employ other than as stated in Section 4(a) hereof, including but not limited to: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Fund including all fees and expenses of its custodian, shareholder services agent and accounting services agent; interest charges on any borrowings; costs and expenses of pricing and calculating its daily net asset value and of maintaining its books of account required under the 1940 Act; taxes, if any; expenditures in connection with meetings of the Fund’s shareholders that the Board of Trustees determines are properly payable by the Fund; expenditures in connection with the meeting of the Board of Trustees’ salaries and expenses of officers and fees and expenses of members of the Trust's Board of Trustees or associate itself members of any advisory board or committee who are not members of, affiliated with such or interested persons of the Advisor (except as it believes otherwise provided in Section 4(a) hereof with respect to be particularly fitted the CCO’s compensation and related costs); insurance premiums on property or personnel of a Fund which inure to assist it in its benefit or the benefit of its Officers and Trustees with respect to their Fund-related activities, including liability and fidelity bond insurance; the cost of preparing and printing reports, proxy statements, prospectuses and statements of additional information of a Fund or other communications for distribution to existing shareholders; legal, auditing and accounting fees; trade association dues; fees and expenses (including legal fees) of registering and maintaining registration of its shares for sale under federal and applicable state and foreign securities laws; all expenses of maintaining and servicing shareholder accounts, including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Fund, if any; all administrative services not specifically made part of the Advisor’s investment responsibilities hereunder; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses, except as herein otherwise prescribed. In the execution of its duties under this Agreement, the Advisor is entitled to reimbursement of actual costs incurred by the Advisor for expenses which are otherwise the obligation of the Funds. The Subadviser Funds shall not be responsible promptly reimburse the Advisor for the Trust’s, the Fund’s or Adviser’s such costs and expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect except to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of extent the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services Advisor has otherwise agreed to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all bear such expenses.

Expenses. During the term of this Agreement, The Subadviser will pay all expenses incurred by it in connection with bear its activities under this Agreementown costs of providing services hereunder. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall will not be responsible for expenses of the Trust’s, Investment Adviser or the Fund’s or Adviser’s expenses, which shall includeincluding, but not be limited to, the following: the Funds legal, auditing and accounting expenses; expenses of maintenance of the Funds books and records other than those required to be maintained by the Subadviser, including computation of the Funds daily net asset value per share and dividends; interest, taxes, governmental fees and membership dues incurred by the Fund; fees of the Funds custodians, transfer agents, registrars or other agents; expenses of preparing the Funds share certificates; expenses relating to the redemption or repurchase of the Funds shares; expenses of registering and qualifying Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund investors (except that the Subadviser will be responsible for costs associated with supplements to such documents necessitated by a change of control of the Subadviser or any change in the portfolio manager or managers assigned by the Subadviser to manage the Fund); cost of securitiesFund stationery; costs of Trustee, commodities shareholder and other investments meetings of the Trust or Fund (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to except that the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee will be responsible for costs associated with any shareholder meeting necessitated by a change of control of the Subadviser); traveling expenses for legalof officers, accounting trustees and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges employees of the Trust or Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses Trusts trustees and salaries of registering any officers or qualifying securities employees of the Fund for sale in Trust or Fund; and the various states; freight Funds pro rata portion of premiums on any fidelity bond and other charges in connection with insurance covering the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust their officers and the Adviser reasonable records of all such expensestrustees.

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

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

Expenses. During the term of this Agreement, Subadviser Sub-SubAdviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, other than the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund Fund, including without limitation all costs associated with attending or otherwise participating in regular or special meetings of the Board, shareholders and with the Adviser or SubAdviser, as requested; additions or modifications to the Sub-SubAdviser’s operations necessary to perform its services under this Agreement; all costs associated with any information or proxy statements and/or other disclosure materials that are for the primary benefit of the Sub-SubAdviser (including any legal fees and any losses incurred in connection therewithshareholder meeting and/or solicitation costs, expenses of holding if applicable, to the extent reasonably incurred). The Sub-SubAdviser shall, at its sole expense, provide the office space, furnishings, equipment and personnel required, and employ or carrying Subadviser Assetsassociate itself with such persons or firms as it believes to be qualified, includingto execute its duties under this Agreement. The Sub-SubAdviser shall, without limitationat its expense, expenses of dividends on stock borrowed to cover a short sale and interest, bear any fees or other charges incurred costs associated with regulatory investigations or litigation arising from or pertaining to (i) the services provided by the Sub-SubAdviser under this Agreement (but excluding investigations or litigation for services provided and/or fees charged by the Adviser or SubAdviser) and (ii) the Sub-SubAdviser’s general business operations that require the involvement or participation of the Adviser, SubAdviser, the Fund and/or any Trustee of the Fund. Except as otherwise provided in connection with leverage and related borrowings with respect to this Agreement or by law, the Subadviser AssetsSub-SubAdviser shall not be responsible for the Fund's, Adviser's or SubAdviser's expenses, which shall include, but not be limited to, organizational and offering expenses (which include, but are not limited to, include out-of-pocket expenses, but not overhead or employee costs of the SubadviserSub-SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s 's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s Allocated Asset's portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expensesexpenses (subject, however, to Section 10 hereof). The Trust Fund, the Adviser or the AdviserSubAdviser, as the case may be, shall reimburse the Subadviser Sub-SubAdviser for any expenses of the Fund Fund, the Adviser or the Adviser SubAdviser as may be reasonably incurred as specifically provided for in this Agreement or as specifically agreed to beforehand by such Subadviser on behalf of the Fund Adviser or the AdviserSubAdviser. The Subadviser Sub-SubAdviser shall keep and supply to the Trust Fund and the Adviser SubAdviser reasonable records of all such expenses.

Expenses. During the term of this Agreement, Subadviser the Administrator will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with except such persons expenses as it believes to be particularly fitted to assist it in are assumed by the execution of its duties Trust under this Agreement and such expenses as are assumed by a Series' investment adviser pursuant to an Investment Management Agreement or by a Series' sub-adviser pursuant to a Sub-Advisory Agreement. The Subadviser Trust shall not be responsible for all of the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assetsits operations, including, without limitation, the administration fee payable hereunder; advisory fees; brokerage commissions; interest; legal fees and expenses of dividends on attorneys; fees of auditors, transfer agents and dividend disbursing agents, custodians and shareholder servicing agents; fees of accountants and accounting services; the expense of obtaining quotations for calculating each Trust's net asset value; taxes, if any, and the preparation of the Trust's tax returns; cost of stock borrowed to cover a short sale certificates and interest, fees or any other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which includeincluding clerical expenses) of issue, but are not limited tosale, out-of-pocket expenses, but not overhead repurchase or employee costs redemption of shares; expenses of registering and qualifying shares of the Subadviser)Trust under federal and state laws and regulations; salaries of personnel involved in placing orders for the execution of the Trust's portfolio transactions; expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, notices and proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services materials to a pricing agent, if any; registration and filing fees of the SECexisting shareholders; expenses of registering or qualifying securities of the Fund for sale in the various states; freight printing and filing reports and other charges documents filed with governmental agencies; expenses in connection with the shipment shareholder and Trustee meetings; expenses of the Fund’s portfolio securitiesprinting and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of non-interested TrusteesTrustees of the Trust; salaries of shareholder relations personneltrade association dues; costs of shareholders meetingsinsurance premiums; insurance; interest; brokerage costs; and extraordinary expenses such as litigation and other extraordinary or non-recurring expenses. The Trust To the extent the Administrator incurs any costs or performs any services which are an obligation of the AdviserTrust, as set forth herein, the case may be, Trust shall promptly reimburse the Subadviser Administrator for any expenses of such costs and expenses. To the Fund or extent the Adviser as may services for which the Trust is obligated to pay are performed by the Administrator, the Administrator shall be reasonably incurred by such Subadviser on behalf of entitled to recover from the Fund or the Adviser. The Subadviser shall keep and supply Trust only to the Trust and the Adviser reasonable records extent of all its costs for such expensesservices.

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

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

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

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

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

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

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

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

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

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

Expenses. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shallAdviser, at its sole expenseown expense and without reimbursement from the Company or the Large Cap Equity Fund, employ or associate itself shall furnish office space, and all necessary office facilities, equipment and executive personnel for managing the investments of the Large Cap Equity Fund. The Large Cap Equity Fund shall bear all expenses initially incurred by it, provided that the total expenses borne by the Large Cap Equity Fund, including the Adviser's fee but excluding all federal, state and local taxes, interest, reimbursement payments to securities lenders for dividend and interest payments on securities sold short, brokerage commissions and extraordinary items, shall not in any year exceed 2.5% of the average net assets of the Large Cap Equity Fund for such year, as determined by valuations made as of the close of each business day. The expenses of the Large Cap Equity Fund's operations borne by the Large Cap Equity Fund include by way of illustration and not limitation, director's fees paid to those directors who are not officers of the Company, the costs of preparing and printing its registration statements required under the Securities Act of 1933 and the Act (and amendments thereto), the expense of registering its shares with such persons as it believes to be particularly fitted to assist it the Securities and Exchange Commission and in the execution of its duties under this Agreement. The Subadviser shall not be responsible for various states, payments made pursuant to the Trust’sService and Distribution Plan, the Fund’s or Adviser’s expenses, which shall include, but not be limited toprinting and distribution cost of prospectuses mailed to existing shareholders, the cost of securitiesshare certificates (if any), commodities director and officer liability insurance, reports to shareholders, reports to government authorities and proxy statements, interest charges, reimbursement payments to securities lenders for dividend and interest payments on securities sold short, taxes, legal expenses, salaries of administrative and clerical personnel, association membership dues, auditing and accounting services, insurance premiums, brokerage and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection connected with the shipment execution of the Fund’s portfolio securities; securities transactions, fees and expenses of non-interested Trustees; salaries the custodian of the Large Cap Equity Fund's assets, expenses of calculating the net asset value and repurchasing and redeeming shares, charges and expenses of dividend disbursing agents, registrars and stock transfer agents and the cost of keeping all necessary shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; records and litigation and other extraordinary or non-recurring expensesaccounts. The Trust or Company shall monitor the Adviser, as expense ratio of the case may be, shall reimburse Large Cap Equity Fund on a monthly basis. If the Subadviser for any accrued amount of the expenses of the Large Cap Equity Fund or exceeds the expense limitation established herein, the Company shall create an account receivable from the Adviser as may be reasonably incurred by for the amount of such Subadviser on behalf excess. In such a situation the monthly payment of the Fund or Adviser's fee will be reduced by the Adviser. The Subadviser shall keep and supply amount of such excess, subject to adjustment month by month during the Trust and balance of the Adviser reasonable records of all such expensesCompany's fiscal year if accrued expenses thereafter fall below the expense limitation.

Expenses. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shallAdviser, at its sole expenseown expense and without reimbursement from the Company or the Intermediate Fixed Income Fund, employ or associate itself shall furnish office space, and all necessary office facilities, equipment and executive personnel for managing the investments of the Intermediate Fixed Income Fund. The Intermediate Fixed Income Fund shall bear all expenses initially incurred by it, provided that the total expenses borne by the Intermediate Fixed Income Fund, including the Adviser's fee but excluding all federal, state and local taxes, interest, reimbursement payments to securities lenders for dividend and interest payments on securities sold short, brokerage commissions and extraordinary items, shall not in any year exceed 1.5% of the average net assets of the Intermediate Fixed Income Fund for such year, as determined by valuations made as of the close of each business day. The expenses of the Intermediate Fixed Income Fund's operations borne by the Intermediate Fixed Income Fund include by way of illustration and not limitation, director's fees paid to those directors who are not officers of the Company, the costs of preparing and printing its registration statements required under the Securities Act of 1933 and the Act (and amendments thereto), the expense of registering its shares with such persons as it believes to be particularly fitted to assist it the Securities and Exchange Commission and in the execution of its duties under this Agreement. The Subadviser shall not be responsible for various states, payments made pursuant to the Trust’sService and Distribution Plan, the Fund’s or Adviser’s expenses, which shall include, but not be limited toprinting and distribution cost of prospectuses mailed to existing shareholders, the cost of securitiesshare certificates (if any), commodities director and officer liability insurance, reports to shareholders, reports to government authorities and proxy statements, interest charges, reimbursement payments to securities lenders for dividend and interest payments on securities sold short, taxes, legal expenses, salaries of administrative and clerical personnel, association membership dues, auditing and accounting services, insurance premiums, brokerage and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection connected with the shipment execution of the Fund’s portfolio securities; securities transactions, fees and expenses of non-interested Trustees; salaries the custodian of the Intermediate Fixed Income Fund's assets, expenses of calculating the net asset value and repurchasing and redeeming shares, charges and expenses of dividend disbursing agents, registrars and stock transfer agents and the cost of keeping all necessary shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; records and litigation and other extraordinary or non-recurring expensesaccounts. The Trust or Company shall monitor the Adviser, as expense ratio of the case may be, shall reimburse Intermediate Fixed Income Fund on a monthly basis. If the Subadviser for any accrued amount of the expenses of the Intermediate Fixed Income Fund or exceeds the expense limitation established herein, the Company shall create an account receivable from the Adviser as may be reasonably incurred by for the amount of such Subadviser on behalf excess. In such a situation the monthly payment of the Fund or Adviser's fee will be reduced by the Adviser. The Subadviser shall keep and supply amount of such excess, subject to adjustment month by month during the Trust and balance of the Adviser reasonable records of all such expensesCompany's fiscal year if accrued expenses thereafter fall below the expense limitation.