Common use of Allocation of Charges and Expenses Clause in Contracts

Allocation of Charges and Expenses. It is understood that the Trust will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust will pay all its expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, sale and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s 's placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account accounts of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s 's organization, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s 's placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s 's organization, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all its expenses other than those expressly stated to be payable by the Adviser Administrator hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Trust Fund under the Investment Company Act of 1940, ; (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, repurchase and redemption (if any) of Interests shares, including all expenses incurred in conducting repurchase and tender offers for the Trust, purpose of repurchasing Fund shares; (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda and amendments for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, purposes; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities funds and other investmentssecurities, keeping of books, books and accounts and records, and determination of net asset values, book capital account balances and tax capital account balancesvalue), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, listing shares with a stock exchange; (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, Fund; (xvii) compensation of and any expenses of Trustees of the Trust Fund who are not members of the Adviser’s Administrator's organization; (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing and valuation services employed by the Fund; (xx) any investment advisory fee payable to an investment adviser; (xxi) all expenses incurred in connection with leveraging the Fund's assets through a line of credit, or issuing and maintaining preferred shares; and (xviiixxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation obligations of the Trust Fund to indemnify its shareholders, Trustees, officers and Holders employees with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all its expenses other than those expressly stated to be payable by the Adviser Administrator hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, limitation (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Trust Fund under the Investment Company Act of 1940, ; (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, repurchase and redemption (if any) of Interests shares, including all expenses incurred in conducting repurchase and tender offers for the Trust, purpose of repurchasing Fund shares; (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda and amendments for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, purposes; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities funds and other investmentssecurities, keeping of books, books and accounts and records, and determination of net asset values, book capital account balances and tax capital account balancesvalue), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, listing shares with a stock exchange; (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, Fund; (xvii) compensation of and any expenses of Trustees of the Trust Fund who are not members of the Adviser’s Administrator's organization; (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing and valuation services employed by the Fund; (xx) any investment advisory fee payable to an investment adviser; (xxi) all expenses incurred in connection with leveraging the Fund's assets through a line of credit, or issuing and maintaining preferred shares; and (xviiixxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust Fund to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the TrustFund’s placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the TrustFund, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, (xviii) all payments to be made and expenses to be assumed by the Fund pursuant to any one or more distribution plans adopted by the Trust on behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, and (xviiixix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of Interests interests in the Trust, including expenses of conducting tender offers for the purpose of repurchasing Trust interests, (viii) expenses of registering and qualifying the Trust and Interests in the Trust its shares under federal and state securities laws and of preparing and printing filing registration statements or other offering statements or memoranda and amendments for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s 's organization, (xviii) pricing and valuation services employed by the Trust, (xix) all expenses incurred in connection with leveraging of Trust's assets through a line of credit, or issuing and maintaining preferred shares, and (xviiixx) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, ; (ii) registration of the Trust under the Investment Company Act of 1940, 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of Interests in shares of the Trust, including expenses of conducting tender offers for the purpose of repurchasing Trust shares; (viii) fees and expenses of registering registering, qualifying, and qualifying maintaining the Trust and Interests in the Trust its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms, and documents required to be filed by the Trust with the Securities and Exchange Commission (the “SEC”) and any other regulatory body, and for printing and distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, shareholders; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, ; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders the Trust or shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organizationor the Sub-Adviser’s organizations; (xviii) any pricing or valuation services employed by the Trust to value its investments including primary and comparative valuation services; (xix) any investment advisory, sub-investment advisory, or similar management fee payable by the Trust; (xx) all expenses incurred in connection with the Trust’s use of a line of credit, other borrowings or leverage; and (xviiixxi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of organizing and maintaining the Trust Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, sale and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the Trust’s placement agent Fund's principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the TrustFund, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s 's organization, (xviii) all payments to be made and expenses to be assumed by the Fund pursuant to any one or more distribution plans adopted by the Trust on behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, and (xviiixix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all its expenses other than those expressly stated to be payable by the Adviser Administrator hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, : (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Trust Fund under the Investment Company Act of 1940, ; (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, repurchase and redemption (if any) of Interests shares, including all expenses incurred in conducting repurchase and tender offers for the Trust, purpose of repurchasing Fund shares; (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda and amendments for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, purposes; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities funds and other investmentssecurities, keeping of books, books and accounts and records, and determination of net asset values, book capital account balances and tax capital account balancesvalue), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, listing shares with a stock exchange; (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, Fund; (xvii) compensation of and any expenses of Trustees of the Trust Fund who are not members of the Adviser’s Administrator's organization; (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing and valuation services employed by the Fund; (xx) any investment advisory fee payable to an investment adviser; (xxi) all expenses incurred in connection with leveraging the Fund's assets through a line of credit, or issuing and maintaining preferred shares; and (xviiixxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust Fund to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that that, pursuant to the Trust Advisory Agreement, the Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Trust under the Investment Company Act of 1940, ; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in the Trust, shares; (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the TrustFund’s placement agent as broker-dealer or agent under state securities laws, ; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, or the Sub-Adviser’s organizations; and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the Trust’s placement agent Fund's principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the TrustFund, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s 's organization, (xviii) all payments to be made and expenses to be assumed by the Fund pursuant to any one or more distribution plans adopted by the Trust on behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, and (xviiixix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that that, pursuant to the Trust Advisory Agreement, the Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Trust under the Investment Company Act of 1940, ; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in the Trust, shares; (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the TrustFund’s placement agent principal underwriter as broker-dealer or agent under state securities laws, ; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, or the Sub-Adviser’s organizations; and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all its expenses other than those expressly stated to be payable by the Adviser Administrator hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, : (i) expenses of maintaining the Trust Fund and continuing 3 3 its existence, ; (ii) registration of the Trust Fund under the Investment Company Act of 1940, ; (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, repurchase and redemption (if any) of Interests shares, including all expenses incurred in conducting repurchase and tender offers for the Trust, purpose of repurchasing Fund shares; (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda and amendments for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, purposes; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities funds and other investmentssecurities, keeping of books, books and accounts and records, and determination of net asset values, book capital account balances and tax capital account balancesvalue), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, listing shares with a stock exchange; (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, Fund; (xvii) compensation of and any expenses of Trustees of the Trust Fund who are not members of the Adviser’s Administrator's organization; (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing and valuation services employed by the Fund; (xx) any investment advisory fee payable to an investment adviser; (xxi) all expenses incurred in connection with leveraging the Fund's assets through a line of credit, or issuing and maintaining preferred shares; and (xviiixxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust Fund to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Each Trust will pay all of its expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, limitation (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition purchase or sale of securities and other investmentssecurities, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda prospectuses for such those purposes and for distributing the same them to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations registration of the Trust and of the Trust’s placement agent 's principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities funds and other investmentssecurities, keeping of books, books and accounts and records, and determination of net asset values, book capital account balances and tax capital account balancesvalue), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation of and any expenses of Trustees of the Trust who are not members Trust, (xviii) the administration fee payable to the Trust's administrator, (xix) the charges and expenses of the Adviser’s organizationindependent auditors, (xx) the charges and expenses of legal counsel to the Trust and the Trustees, (xxi) distribution fees, if any, paid by a Fund in accordance with Rule 12b-1 under the 1940 Act, and (xviiixxii) such non-recurring nonrecurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, Trustees and officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust will pay all its expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, sale and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s 's placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account accounts of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.,

Allocation of Charges and Expenses. It is understood that that, pursuant to the Advisory Agreement, the Trust will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust shall include, include without implied limitation, : (i) expenses of organizing and maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 19401940 Act, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of Interests shares in the Trust, including expenses of conducting tender offers for the purpose of repurchasing Trust shares, (viii) expenses of registering and qualifying the Trust and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes purposes, including amendments, and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, ▇▇▇▇▇ ▇▇▇▇▇’▇ organization and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders shareholders with respect thereto. During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it and its staff and for their activities in connection with its duties under this Agreement including, but not limited to, rental and overhead expenses, expenses of the Sub-Adviser’s personnel, pricing services in accordance with Section 2, insurance of the Sub-Adviser and its personnel, research services and taxes of the Sub-Adviser.

Allocation of Charges and Expenses. It is understood that the Trust will pay all its expenses other than those expressly stated to be payable by the Adviser Administrator hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition purchase or sale of securities and other investmentssecurities, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda prospectuses for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent 's principal underwriter, if any, as a broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities funds and other investmentssecurities, keeping of books, books and accounts and records, and determination of net asset values, book capital account balances and tax capital account balancesvalue), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation of and any expenses of Trustees of the Trust, (xviii) all payments to be made and expenses to be assumed by the Trust who are not members pursuant to any one or more distribution plans adopted by the Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940, (xix) the Adviser’s organizationinvestment advisory fee payable to the Trust's investment adviser, and (xviiixx) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, Trustees and officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Fund and Trust under the Investment Company Act of 1940, 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust, (viii) expenses of registering the Fund, and qualifying the Trust and Interests in the Trust its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms and documents required to be filed by the Trust or Fund with the Securities and Exchange Commission (the “SEC”) and any other applicable regulatory body, and for printing and distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, shareholders; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders the Trust or shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organizationor the Sub-Adviser’s organizations; (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuations services; (xx) any investment advisory, sub-investment advisory, or similar management fee payable by the Fund; (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; and (xviiixxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the Trust’s Fund's placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the TrustFund, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s 's organization, (xviii) all payments to be made and expenses to be assumed by the Fund pursuant to any one or more distribution plans adopted by the Trust on behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, and (xviiixix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all its expenses other than those expressly stated to be payable by the Adviser Manager hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition purchase or sale of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda prospectuses for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the Trust’s placement agent Fund's principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements other disbursements, if any, of custodians and subcustodians sub-custodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, books and accounts and records, and determination of net asset values, book capital account balances and tax capital account balancesvalue), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the TrustFund, (xv) expenses for of servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s Manager's organization, (xviii) all payments to be made and expenses to be assumed by the Fund pursuant to any one or more distribution plans adopted by the Trust on behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940 and (xviiixix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, Trustees and officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust will pay all its expenses other than those expressly stated to be payable by the Adviser Administrator hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, sale and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements documents or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s 's placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements other disbursements, if any, of custodians and subcustodians sub-custodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for of servicing the account accounts of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s Administrator's organization, (xviii) the advisory fees payable under any advisory agreement to which the Trust is a party and (xviiixix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that that, pursuant to the Advisory Agreement, the Trust will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, ; (ii) registration of the Trust under the Investment Company Act of 1940, ; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in the Trust, ; (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s 's placement agent as broker-dealer or agent under state securities laws, ; (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, ; (xv) expenses for servicing the account of Holders, Holder accounts; (xvi) any direct charges to Holders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, 's or the Sub-Adviser's organizations; and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that that, pursuant to the Advisory Agreement, the Trust will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, ; (ii) registration of the Trust under the Investment Company Act of 1940, ; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in the Trust, shares; (viii) expenses of registering and qualifying the Trust and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes purposes, including amendments, and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent principal underwriter as broker-dealer or agent under state securities laws, ; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, ; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, or the Sub-Adviser’s organizations; and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that that, pursuant to the Trust Advisory Agreement, the Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Trust under the Investment Company Act of 1940, ; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in the Trust, shares; (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes purposes, including amendments, and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the TrustFund’s placement agent principal underwriter as broker-dealer or agent under state securities laws, ; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing of any pricing or valuation services employed by the account of Holders, Fund to value its investments including primary and comparative valuation services; (xvi) expenses of any agent employed by the Fund to calculate intraday indicative net asset values; (xvii) expenses associated with listing the Fund on one or more securities exchanges; (xviii) all expenses incurred in connection with the Fund’s use of a line of credit; (xix) any direct charges to Holders shareholders approved by the Trustees of the Trust, ; (xviixx) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, or the Sub-Adviser’s organizations; and (xviiixxi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust will pay all its expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, limitation (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition purchase or sale of securities and other investmentssecurities, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda prospectuses for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations registration of the Trust and of the Trust’s placement agent 's principal underwriter, if any, as a broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities funds and other investmentssecurities, keeping of books, books and accounts and records, and determination of net asset values, book capital account balances and tax capital account balancesvalue), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xviixviii) compensation all payments to be made and expenses of Trustees of to be assumed by the Trust who are not members pursuant to any one or more distribution plans adopted by the Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940, (xix) the Adviser’s organization, administration fee payable to the Trust's administrator and (xviiixx) such non-recurring nonrecurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, Trustees and officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that that, pursuant to the Trust Advisory Agreement, the Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Trust under the Investment Company Act of 1940, ; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in the Trust, shares; (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes purposes, including amendments, and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the Trust’s placement agent Fund's principal underwriter as broker-dealer or agent under state securities laws, ; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, 's or the Sub-Adviser's organizations; and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iviii) auditing, accounting and legal expenses, (viv) taxes taxes, interest and interestborrowing costs, (viv) governmental fees, (viivi) expenses of offering, issue, sale, transfer and redemption of Interests in the TrustFund Shares, (viiivii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or private placement memoranda and subscription documents for such purposes and for distributing the same to Holders and investors, and fees and (viii) expenses of registering reports, notices and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities lawsother communications to investors, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiiix) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination calculation of net asset values, book capital account balances and tax capital account balances), (xivxi) fees, expenses and disbursements of transfer agents, dividend distribution disbursing agents, Holder investor servicing agents and registrars for all services to the TrustFund, (xvxii) expenses for servicing the account accounts of HoldersShareholders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xviixiii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, (xiv) expenses of soliciting Shareholder consents and holding meetings of Shareholders, (xv) the commissions, fees, costs and expenses stated to be paid or reimbursed by the Fund in the Fund's private placement memorandum as supplemented from time to time, and (xviiixvi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust Fund to indemnify its Trustees, officers and Holders with respect theretopersons pursuant to the LLC Agreement or other contractual arrangements.

Allocation of Charges and Expenses. It is understood that the Trust will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 19401940 Act, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s 's placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances balanced and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account accounts of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of one of the Adviser or Sub-Adviser’s organization's organizations, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.

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

Allocation of Charges and Expenses. It is understood that the Trust will pay all its expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, sale and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements documents or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s 's placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account accounts of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s 's organization, (xviii) the administration fees payable by the Trust under any administration or similar agreement to which the Trust is a party, and (xviiixvix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that During the Trust term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Fund(s) shall pay all brokers’ commissions and other than those expressly stated charges relating to be payable the purchase and sale of portfolio securities and other investments for its own account. The Fund(s) shall pay its pro rata share of expenses of its operation related to the following: all charges of depositories, custodians and other agencies for the safekeeping and servicing of its cash, securities and other property and of its transfer agents and registrars and its dividend disbursing and redemption agents, if any; all expenses in determination of daily price computations; all charges of legal counsel and of independent accountants; all compensation of independent Trustees and all expenses incurred in connection with their services to the Fund(s); all costs of borrowing money; all expenses of publication of notices and reports to its shareholders and to governmental bodies or regulatory agencies; all expenses of proxy solicitations of the Fund(s) or of the Board of Trustees (unless such expenses are a direct result of actions taken by the Adviser hereunder, which expenses payable or Sub-Adviser insofar as such action has not been initiated by the Board of Trustees); all expenses of shareholder meetings (unless such expenses are a direct result of actions taken by the Adviser or Sub-Adviser insofar as such action has not been initiated by the Board of Trustees); all expenses of typesetting of each Fund’s prospectuses and of printing and mailing copies of the prospectuses furnished to each then-existing shareholder or beneficial owner; all taxes and fees payable to federal, state or other governmental agencies, domestic or foreign; all stamp or other similar taxes; all expenses of printing and mailing certificates for shares of the Fund(s); all expenses of bond and insurance coverage required by law or deemed advisable by the Board of Trustees; all expenses of qualifying and maintaining qualification of shares of the Fund(s) under the securities laws of such United States jurisdictions as the Trust shall include, without implied limitation, (i) may from time to time reasonably designate; and all expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company 1933 Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) 1940 Act. If the Adviser has agreed to limit the operating expenses of issuea Fund, salethe Adviser shall be responsible on a monthly basis for any operating expenses that exceed the agreed upon expense limit, and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services subject to the Trust (including without limitation safekeeping terms of fundssuch agreement, securities and other investmentsnotwithstanding that the Adviser may in turn require reimbursement in full or in part, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, any operating expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to that exceed the Trust, (xv) expenses for servicing agreed upon expense limit from the account of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Sub-Adviser’s organization, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all its expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of organizing and maintaining the Trust Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition purchase or sale of securities and other investmentssecurities, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda prospectuses for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the Trust’s placement agent Fund's principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities funds and other investmentssecurities, keeping of books, books and accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the TrustFund, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s 's organization, (xviii) all payments to be made and expenses to be assumed by the Fund pursuant to any one or more distribution plans adopted by the Trust on behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, and (xviiixix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, Trustees and officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that that, pursuant to the Advisory Agreement, the Trust will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust shall include, include without implied limitation, : (i) expenses of organizing and maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 19401940 Act, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of Interests shares in the Trust, including expenses of conducting tender offers for the purpose of repurchasing Trust shares, (viii) expenses of registering and qualifying the Trust and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes purposes, including amendments, and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent 's principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, ▇▇▇▇▇ ▇▇▇▇▇'▇ organization and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders shareholders with respect thereto. During the term of this Agreement, the Sub- Adviser will pay all expenses incurred by it and its staff and for their activities in connection with its duties under this Agreement including, but not limited to, rental and overhead expenses, expenses of the Sub-Adviser's personnel, pricing services in accordance with Section 2, insurance of the Sub- Adviser and its personnel, research services and taxes of the Sub-Adviser.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of organizing and maintaining the Trust Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, sale and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust Trust, the Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the TrustFund’s placement agent principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the TrustFund, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, (xviii) all payments to be made and expenses to be assumed by the Fund pursuant to any one or more distribution plans adopted by the Trust on behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, and (xviiixix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, ; (ii) registration of the Trust under the Investment Company Act of 1940, 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in interests; (viii) fees and expenses of registering, qualifying, and maintaining the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust its interests under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms and documents required to be filed by the Trust with the Securities and Exchange Commission (“SEC”) and any other applicable regulatory body, and for printing and distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, Holders; (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, ; (xv) expenses for servicing the account of Holders, ; (xvi) any direct charges to the Trust or Holders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organizationor the Sub-Adviser’s organizations; (xviii) all payments to be made and expenses to be assumed by the Trust in connection with the distribution of interests in the Trust; (xix) any pricing or valuation services employed by the Trust to value its investments including primary and comparative valuations services; (xx) any investment advisory, sub-investment advisory, or similar management fees payable by the Trust; (xxi) all expenses incurred in connection with the Trust’s use of a line of credit; and (xviiixxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that The Subadviser will bear its own costs of providing services hereunder. Other than as specifically indicated herein, the Trust will pay all expenses other than those expressly stated to Subadviser shall not be payable by responsible for the Adviser hereunderCorporation’s or the Adviser’s expenses, which expenses payable by the Trust shall includeincluding, without implied limitation, (i) limitation the expenses of maintaining organizing the Trust Corporation and continuing its existence, (ii) registration ; fees and expenses of Directors and officers of the Trust under Corporation; fees for investment advisory services and administrative personnel and services; expenses incurred in the Investment Company Act distribution of 1940its shares (“Shares”), (iii) commissionsincluding expenses of administrative support services, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issuepreparing and printing its Registration Statements under the Securities Act of 1933, saleas amended, and redemption of Interests in the Trust1940 Act, (viii) and any amendments thereto; expenses of registering and qualifying the Trust Corporation, the Fund and Interests in Shares of the Trust Fund under federal and state securities laws and regulation; expenses of preparing preparing, printing and printing registration statements or other offering statements or memoranda for such purposes distributing prospectuses (and for distributing the same any amendments thereto) to Holders shareholders; interest expense; taxes, fees and investorscommissions of every kind; expenses of issue (including costs of Share certificates), purchase, repurchase and fees redemption of Shares including expenses attributable to a program of periodic issue, charges and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities lawscustodians, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services registrars, printing and mailing costs, auditing, accounting and legal expenses; reports to the Trust, (xv) expenses for servicing the account of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation shareholders and governmental officers and commissions; expenses of Trustees meetings of the Trust who are not members of the Adviser’s organization, Directors and (xviii) shareholders and proxy solicitations therefore; insurance expenses; association membership dues and such non-recurring nonrecurring items as may arise, including expenses all losses and liabilities incurred in connection with litigation, proceedings and claims administrating the Corporation and the obligation Fund. The Corporation or the Adviser, as the case may be, shall reimburse the Subadviser for any such expenses or other expenses of the Trust Fund or the Adviser, as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to indemnify its Trustees, officers the Corporation and Holders with respect theretothe Adviser adequate records of all such expenses.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust Trust, the Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent Fund under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the TrustFund, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuations services; (xx) any investment advisory, sub-advisory or similar management fee payable by the Fund; (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; and (xviiixxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, Trustees and officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of organizing and maintaining the Trust Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, sale and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the Trust’s placement agent Fund's principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the TrustFund, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s 's organization, (xviii) all payments to be made and expenses to be assumed by the Fund pursuant to any one or more distribution plans adopted by the Trust on behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, or any shareholder service plan and (xviiixix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all its expenses other than those expressly stated to be payable by the Adviser Manager hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition purchase or sale of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda prospectuses for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the Trust’s placement agent Fund's principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements other disbursements, if any, of custodians and subcustodians sub-custodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, books and accounts and records, and determination of net asset values, book capital account balances and tax capital account balances)value, (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the TrustFund, (xv) expenses for of servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s Manager's organization, (xviii) all payments to be made and expenses to be assumed by the Fund pursuant to any one or more distribution plans adopted by the Trust on behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940 and (xviiixix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, Trustees and officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust will pay all its expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, limitation (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition purchase or sale of securities and other investmentssecurities, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda prospectuses for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations registration of the Trust and of the Trust’s placement agent 's principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities funds and other investmentssecurities, keeping of books, books and accounts and records, and determination of net asset values, book capital account balances and tax capital account balancesvalue), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xviixviii) compensation all payments to be made and expenses of Trustees of to be assumed by the Trust who are not members pursuant to any one or more distribution plans adopted by the Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940, (xix) the Adviser’s organization, administration fee payable to the Trust's administrator and (xviiixx) such non-recurring nonrecurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, Trustees and officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that that, pursuant to the Trust Advisory Agreement, the Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of organizing and maintaining the Trust Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 19401940 Act, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, sale and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust Trust, the Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the TrustFund’s placement agent principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the TrustFund, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, (xviii) all payments to be made and expenses to be assumed by the Fund pursuant to any one or more distribution plans adopted by the Trust on behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, and (xviiixix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that As part of the Trust unified management fee payable hereunder, you will pay all expenses other than those expressly stated provide or cause to be payable by furnished all supervisory and administrative and other services reasonably necessary for the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration operation of the Trust under Fund, except (unless otherwise described in the Investment Company Act of 1940Fund’s Prospectus or otherwise agreed to in writing), (iii) commissionsthe Fund will pay, fees and other expenses connected with in addition to the acquisitionunified management fee, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, if any, levied against the Fund; brokerage fees and commissions and other portfolio transaction expenses incurred by or for the Fund; costs, including interest expenses, of borrowing money or engaging in other types of leverage financing including, without limit, through the use by the Fund of tender option bond transactions; costs, including dividend and/or interest expenses and other costs (viiincluding, without limit, offering and related legal costs, fees to brokers, fees to auction agents, fees to transfer agents, fees to ratings agencies and fees to auditors associated with satisfying ratings agency requirements for preferred shares or other securities issued by the Fund and other related requirements in the Fund’s organizational documents) associated with the Fund’s issuance, offering, redemption and maintenance of preferred shares or other instruments (such as the use of tender option bond transactions) for the purpose of incurring leverage; fees and expenses of issueany Underlying Funds in which the Fund invests; dividend and interest expenses on short positions taken by the Fund; fees and expenses, sale, and redemption of Interests in the Trust, (viii) including travel expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations legal counsel retained for the benefit of the Trust and Fund or directors of the Trust’s placement agent as broker-dealer Fund who are not officers, employees, partners, shareholders or agent under state securities laws, (ix) members of the Adviser or its affiliates; fees and expenses of reports associated with and notices incident to Holders and of shareholder meetings of Holders and proxy solicitations thereforinvolving contested elections of directors, shareholder proposals or other non-routine matters that are not initiated or proposed by the Adviser; legal, marketing, printing, accounting and other expenses associated with any future share offerings, such as rights offerings and shelf offerings, following the Fund’s initial offering; expenses associated with tender offers (xother than any Eligible Tender Offer) expenses of reports to governmental officers and commissions, (xi) insurance other share repurchases and redemptions; and other extraordinary expenses, (xii) association membership duesincluding extraordinary legal expenses, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, and (xviii) such non-recurring items as may arise, including including, without limit, expenses incurred in connection with litigation, proceedings and proceedings, other claims and the obligation legal obligations of the Trust Fund to indemnify its Trusteesdirectors, officers officers, employees, shareholders, distributors and Holders agents with respect thereto. You will also pay the compensation of any sub-adviser retained pursuant to paragraph 2 above and the compensation and expenses of any persons rendering portfolio management services to the Company who are directors, officers, employees, members or stockholders of your corporation or limited liability company. You will make available to the Board of Directors, without expense to the Fund, such of your employees as the Board may request to participate in Board meetings and provide such reports and other assistance as the Directors may reasonably request.

Allocation of Charges and Expenses. It is understood that that, pursuant to the Advisory Agreement, the Trust will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust shall include, include without implied limitation, : (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 19401940 Act, (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and redemption (if any) of Interests shares in the Trust, including expenses of conducting tender offers for the purpose of repurchasing Trust shares, (viii) expenses of registering and qualifying the Trust and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes purposes, including amendments, and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of fundsTrusts, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, or Sub-Adviser’s organizations and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It The Subadviser will bear its own costs of providing services hereunder. Other than as herein specifically indicated, the Subadviser shall not be responsible for the Portfolio's or the Manager's expenses, including brokerage and other expenses incurred in placing orders for the purchase and sale of securities. Specifically, the Subadviser will not be responsible for expenses of the Portfolio or the Manager, as the case may be, including, but not limited to, the following: (i) charges and expenses for determining from time to time the value of the Portfolio's net assets and the keeping of its books and records and related overhead; (ii) the charges and expenses of auditors; (iii) the charges and expenses of any custodian, transfer agent, plan agent, dividend disbursing agent and registrar appointed by the Portfolio; (iv) brokers' commissions, and issue and transfer taxes, chargeable to the Portfolio in connection with securities transactions to which the Portfolio is understood that the Trust will pay a party; (v) insurance premiums, interest charges, dues and fees for membership in trade associations and all expenses other than those expressly stated to be taxes and corporate fees payable by the Adviser hereunderPortfolio to federal, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and state or other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, governmental agencies; (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of involved in registering and maintaining registrations of the Trust Portfolio and/or its shares with the Securities and Exchange Commission (the "Commission"), state or blue sky securities agencies and foreign countries, including the preparation of Prospectuses and Statements of Additional Information for filing with the Commission; (vii) all expenses of shareholders' and Trustees' meetings and of preparing, printing and distributing prospectuses, notices, proxy statements and all reports to shareholders and to governmental agencies; (viii) charges and expenses of legal counsel to the Trust’s placement agent as broker-dealer or agent under state securities laws, Portfolio and the Trustees; (ix) expenses of reports distribution fees paid by the Portfolio in accordance with Rule 12b-1 promulgated by the Commission pursuant to the 1940 Act, if any; and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members Trust. The Portfolio or the Manager, as the case may be, shall reimburse the Subadviser for any such expenses or other expenses of the Adviser’s organizationPortfolio or the Manager, and (xviii) such non-recurring items as may arise, including expenses be reasonably incurred in connection with litigation, proceedings by such Subadviser on behalf of the Portfolio or the Manager. The Subadviser shall keep and claims supply to the Portfolio and the obligation Manager adequate records of the Trust to indemnify its Trustees, officers and Holders with respect theretoall such expenses.

Allocation of Charges and Expenses. It is understood that the Trust will pay all expenses other than those expressly stated to be payable by the Sub- Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 19401940 Act, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s 's placement agent as broker-broker- dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances balanced and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account accounts of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of one of the Adviser or Sub-Adviser’s organization's organizations, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that The Subadviser will bear its own expenses incurred in connection with providing services hereunder. Other than as specifically indicated herein, the Trust will pay all expenses other than those expressly stated to Subadviser shall not be payable by responsible for the Adviser hereunderCorporation’s or the Adviser’s expenses, which expenses payable by the Trust shall includeincluding, without implied limitation, (i) limitation the expenses of maintaining organizing the Trust Corporation and continuing its existence, (ii) registration ; fees and expenses of the Trust under directors and officers of the Investment Company Act Corporation; fees for investment advisory services and administrative personnel and services; expenses incurred in the distribution of 1940its shares (“Shares”), (iii) commissionsincluding expenses of administrative support services, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, salepreparing and printing its registration statements under the 1933 Act, and redemption of Interests in the Trust1940 Act, (viii) and any amendments thereto; expenses of registering and qualifying the Trust Corporation, each Fund, and Interests in the Trust Shares of each Fund under federal and state securities laws and regulation; expenses of preparing preparing, printing, and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same Prospectus to Holders shareholders; interest expense; taxes and investorsfees of every kind; costs of acquiring and disposing of Investments, including but not limited to brokers’ commissions, dealers’ markups and any issue or transfer taxes chargeable in connection with a Fund’s transactions; expenses of issue (including costs of Share certificates), purchase, repurchase, and fees redemption of Shares including expenses attributable to a program of periodic issue, charges and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities lawscustodians, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services registrars, printing and mailing costs, auditing, accounting, and legal expenses; reports to the Trust, (xv) shareholders and governmental officers and commissions; expenses for servicing the account of Holders, (xvi) any direct charges to Holders approved by the Trustees meetings of the Trust, (xvii) compensation Board and expenses of Trustees of the Trust who are not members of the Adviser’s organization, shareholders and (xviii) proxy solicitations therefor; insurance expenses; association membership dues and such non-recurring nonrecurring items as may arise, including all losses and liabilities incurred in administrating the Corporation and each Fund. The Corporation or the Adviser, as the case may be, shall reimburse the Subadviser for any such expenses or other expenses of each Fund or the Adviser, as may be reasonably incurred by such Subadviser on behalf of a Fund or the Adviser. The Subadviser shall keep and supply to the Corporation and the Adviser adequate records of all such expenses. The Subadviser will pay expenses incurred by the Corporation or a Fund for any matters related to any transaction or event caused by the Subadviser that is deemed to result in connection with litigation, proceedings and claims and the obligation a change of control of the Trust Subadviser or otherwise result in the assignment of this Agreement under the 1940 Act. In addition, the Subadviser shall pay the expenses relating to indemnify its Trusteescosts of any special meeting of directors or shareholders of a Fund convened for the primary benefit of the Subadviser; provided, officers and Holders with respect theretohowever, that the Subadviser shall only have to pay the reasonable portion of such expenses that relate to matters for the primary benefit of the Subadviser.

Allocation of Charges and Expenses. It is understood that the Trust BRC will pay all expenses other than those expressly stated to be payable by the Adviser Manager hereunder, which expenses payable by the Trust BRC shall include, without implied limitation, (i) expenses of maintaining the Trust BRC and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities Real Estate Assets and other investments, (iviii) auditing, accounting and legal expenses, (viv) taxes taxes, interest and interestborrowing costs, (viv) governmental fees, (viivi) expenses of offering, issue, sale, transfer and redemption of Interests in the TrustBRC securities, (viiivii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements private placement (or other offering statements or informational) memoranda and subscription documents for such purposes and for distributing the same to Holders investors and investorsdonees, and fees and (viii) expenses of registering reports, notices and maintaining registrations other communications to stockholders of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities lawsBRC, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiiix) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust BRC (including including, without limitation limitation, safekeeping of funds, securities Real Estate Assets and other investments, keeping of books, accounts and records, and determination calculation of net asset values, book capital account balances and tax capital account balancesthe value of BRC's assets), (xivxi) fees, expenses and disbursements of transfer agents, dividend distribution disbursing agents, Holder investor servicing agents and registrars for all services to the TrustBRC, (xvxii) expenses for servicing the account accounts of Holdersstockholders of BRC, (xvixiii) any direct charges to Holders approved by the Trustees compensation of the TrustManager, (xviixiv) compensation expenses of soliciting stockholder consents and holding meetings of stockholders, (xv) the commissions, fees, costs and expenses of Trustees of the Trust who are not members of the Adviser’s organizationstated to be paid or reimbursed by BRC in BRC's private placement (or informational) memorandum as supplemented from time to time, and (xviiixvi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust BRC to indemnify its Trustees, officers and Holders with respect theretopersons pursuant to the Charter or by-laws of BRC or other contractual arrangements.

Allocation of Charges and Expenses. It is understood that The Administrator shall pay the Trust will pay entire salaries and fees of all expenses other than those expressly stated of the Trust's Trustees and officers who devote part or all of their time to the affairs of the Administrator, and the salaries and fees of such persons shall not be deemed to be payable by the Adviser hereunder, which expenses payable incurred by the Trust for purposes of this Section 2. Except as provided in the foregoing sentence, the Administrator shall includenot pay any expenses relating to the Trust or the Series including, without implied limitation, (i) expenses of maintaining the Trust Series and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding disposition and disposition valuation of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, decrease and redemption of Interests in the Trustinterests, (viii) expenses of registering and qualifying the Trust and Interests in the Trust Series under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders holders of interest and of meetings of Holders holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, dues (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Series (including without limitation safekeeping of funds, securities and other investments, keeping of books, books and accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the TrustSeries, (xv) expenses for servicing the account of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s Administrator's organization, and (xviiixvi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, Trustees and officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust Trust, the Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the TrustFund’s placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the TrustFund, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iviii) auditing, accounting and legal expenses, (viv) taxes taxes, interest and interestborrowing costs, (viv) governmental fees, (viivi) expenses of offering, issue, sale, and redemption of Interests in the TrustFund Shares, (viiivii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or private placement memoranda and subscription documents for such purposes and for distributing the same to Holders and investors, and fees and (viii) expenses of registering reports, notices and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities lawsother communications to investors, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiiix) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination calculation of net asset values, book capital account balances and tax capital account balances), (xivxi) fees, expenses and disbursements of transfer agents, dividend distribution disbursing agents, Holder investor servicing agents and registrars for all services to the TrustFund, (xvxii) expenses for servicing the account accounts of HoldersShareholders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xviixiii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, (xiv) expenses of soliciting Shareholder consents and holding meetings of Shareholders, (xv) the commissions, fees, costs and expenses stated to be paid or reimbursed by the Fund in the Fund's private placement memorandum as supplemented from time to time, and (xviiixvi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust Fund to indemnify its Trustees, officers and Holders with respect theretopersons pursuant to the Operating Agreement or other contractual arrangements.

Allocation of Charges and Expenses. It is understood that that, pursuant to the Advisory Agreement, the Trust will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, ; (ii) registration of the Trust under the Investment Company Act of 1940, 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in the Trust, shares; (viii) expenses of registering and qualifying the Trust and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes purposes, including amendments, and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent principal underwriter as broker-dealer or agent under state securities laws, ; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, ; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, or the Sub-Adviser’s organizations; and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust each Fund will pay all its expenses other than those expressly stated to be payable by the Adviser Manager hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition purchase or sale of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda prospectuses for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the Trust’s placement agent Fund's principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements other disbursements, if any, of custodians and subcustodians sub-custodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, books and accounts and records, and determination of net asset values, book capital account balances and tax capital account balancesvalue), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the TrustFund, (xv) expenses for of servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s Manager's organization, (xviii) all payments to be made and expenses to be assumed by the Fund pursuant to any one or more distribution plans adopted by the Trust on behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940 and (xviiixix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, Trustees and officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all its expenses other than those expressly stated to be payable by the Adviser Administrator hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, : (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Trust Fund under the Investment Company Act of 1940, ; (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, repurchase and redemption (if any) of Interests shares, including all expenses incurred in conducting repurchase and tender offers for the Trust, purpose of repurchasing Fund shares; (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda prospectuses for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the Trust’s placement agent Fund's principal underwriter, if any, as a broker-dealer or agent under state securities laws, ; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities funds and other investmentssecurities, keeping of books, books and accounts and records, and determination of net asset values, book capital account balances and tax capital account balancesvalue), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, Fund; (xvii) compensation of and any expenses of Trustees of the Trust who are not members Fund; (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing and valuation services employed by the Adviser’s organization, Fund; (xx) any investment advisory fee payable to an investment adviser; and (xviiixxi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust Fund to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s 's placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.,

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Adviser ▇▇▇▇▇ ▇▇▇▇▇ hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s ▇▇▇▇▇ ▇▇▇▇▇’▇ organization, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust will pay all of its expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, limitation (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition purchase or sale of securities and other investmentssecurities, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda prospectuses for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations the registration of the Trust and of the Trust’s placement agent 's principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities funds and other investmentssecurities, keeping of books, books and accounts and records, and determination of net asset values, book capital account balances and tax capital account balancesvalue), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation of and any expenses of Trustees of the Trust who are not members Trust, (xviii) the charges and expenses of the Adviser’s organizationindependent auditors, (xix) the charges and expenses of legal counsel to the Trust and the Trustees; (xx) distribution fees, if any, paid by a Portfolio in accordance with Rule 12b-1 under the 1940 Act, (xxi) the administration fee payable to the Trust's administrator, and (xviiixxii) such non-recurring nonrecurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, Trustees and officers and Holders with respect thereto.

Allocation of Charges and Expenses. It The Subadviser will bear its own costs of providing services hereunder. Other than as herein specifically indicated, the Subadviser shall not be responsible for the Fund's or the Manager's expenses, including brokerage and other expenses incurred in placing orders for the purchase and sale of securities. Specifically, the Subadviser will not be responsible for expenses of the Trust, the Fund or the Manager, as the case may be, including, but not limited to, the following: (i) charges and expenses for determining from time to time the value of the Fund's net assets and the keeping of its books and records and related overhead; (ii) the charges and expenses of auditors; (iii) the charges and expenses of any custodian, transfer agent, plan agent, dividend disbursing agent and registrar appointed by the Fund; (iv) brokers' commissions and issue and transfer taxes chargeable to the Fund in connection with securities transactions to which the Fund is understood that the Trust will pay a party; (v) insurance premiums, interest charges, dues and fees for membership in trade associations and all expenses other than those expressly stated to be taxes and corporate fees payable by the Adviser hereunderFund to federal, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and state or other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, governmental agencies; (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of involved in registering and maintaining registrations of the Trust and/or its shares with the Securities and Exchange Commission (the "Commission"), state or blue sky securities agencies and foreign countries, including the preparation of Prospectuses and Statements of Additional Information for filing with the Commission; (vii) all expenses of shareholders' and Trustees' meetings and of preparing, printing and distributing prospectuses, notices, proxy statements and all reports to shareholders and to governmental agencies; (viii) charges and expenses of legal counsel to the Trust’s placement agent as broker-dealer or agent under state securities laws, Trust and the Trustees; (ix) expenses of reports distribution fees paid by the Fund in accordance with Rule 12b-1 promulgated by the Commission pursuant to the 1940 Act; and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that that, pursuant to the Advisory Agreement, the Trust will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, ; (ii) registration of the Trust under the Investment Company Act of 1940, 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in the Trust, shares; (viii) expenses of registering and qualifying the Trust and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes purposes, including amendments, and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent 's principal underwriter as broker-dealer or agent under state securities laws, ; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, ; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, 's or the Sub-Adviser's organizations; and (xviii) such non-non- recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all its expenses other than those expressly stated to be payable by the Adviser Administrator hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, : (i) expenses of maintaining the Trust Fund and continuing 3 its existence, ; (ii) registration of the Trust Fund under the Investment Company Act of 1940, ; (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, repurchase and redemption (if any) of Interests shares, including all expenses incurred in conducting repurchase and tender offers for the Trust, purpose of repurchasing Fund shares; (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda and amendments for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, purposes; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities funds and other investmentssecurities, keeping of books, books and accounts and records, and determination of net asset values, book capital account balances and tax capital account balancesvalue), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, listing shares with a stock exchange; (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, Fund; (xvii) compensation of and any expenses of Trustees of the Trust Fund who are not members of the Adviser’s Administrator's organization; (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing and valuation services employed by the Fund; (xx) any investment advisory fee payable to an investment adviser; (xxi) all expenses incurred in connection with leveraging the Fund's assets through a line of credit, or issuing and maintaining preferred shares; and (xviiixxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust Fund to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood BISYS shall bear its own expenses in connection with the performance of its duties and responsibilities hereunder, except as provided herein; provided, however, that VCM shall reimburse BISYS for its reasonable travel and related expenses incurred in attending meetings of the Trust will Boards of Trustees of the Trusts (the “Boards”) in its capacity as sub-administrator and sub-fund accountant. BISYS shall also furnish at its own expense the executive, supervisory and clerical personnel necessary to perform its obligations under this Agreement. BISYS shall pay all expenses other than those expressly stated compensation, if any, of officers of the Trusts who are its own officers, employees or directors or who are officers employees or directors of its affiliated entities. Unless otherwise specifically provided herein, BISYS shall not be obligated to be payable pay the compensation of any employee or agent of the Trusts (who is not an officer employee or director of BISYS or its affiliated entities) retained by the Adviser hereunderBoards. BISYS will not be responsible for paying any other expenses incurred in the operation of the Funds that are not otherwise allocated herein, which expenses payable by the Trust shall includeincluding, without implied limitation, (i) Fund organization costs, taxes, expenses for Fund legal and auditing services, costs of maintaining corporate existence, the expenses of maintaining preparing (including typesetting), printing and mailing reports, prospectuses, statements of additional information (the Trust “SAI”), proxy solicitation material and continuing its existencenotices to existing Shareholders, all expenses incurred in connection with issuing and redeeming shares of beneficial interest in the Funds (ii) “Shares”), the cost of custodial services, transfer and dividend disbursing agents’ fees, the cost of initial and ongoing registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust Shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investorslaws, and fees and out-of-pocket expenses of registering and maintaining registrations Trustees who are not affiliated persons of the BISYS or any affiliate of BISYS, Trust and of the Trust’s placement agent as broker-dealer or agent under state securities lawsmeetings, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations thereforinsurance, (x) expenses of reports to governmental officers interest, brokerage costs and commissions, (xi) insurance if any, litigation and other extraordinary or nonrecurring expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements all fees and charges of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect theretoinvestment advisers.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of organizing and maintaining the Trust Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, sale and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust Trust, the Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the Trust’s placement agent Fund's principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the TrustFund, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s 's organization, (xviii) all payments to be made and expenses to be assumed by the Fund pursuant to any one or more distribution plans adopted by the Trust on behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, and (xviiixix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Fund and Trust under the Investment Company Act of 1940, 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust, (viii) expenses of registering the Fund, and qualifying the Trust and Interests in the Trust its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms and documents required to be filed by the Trust or Fund with the Securities and Exchange Commission (the “SEC”) and any other applicable regulatory body, and for printing and distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, shareholders; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without PARAMETRIC TABS 1-TO-10 YEAR LADDERED MUNICIPAL BOND FUND limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders the Trust or shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organizationor the Sub-Adviser’s organizations; (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuations services; (xx) any investment advisory, sub-investment advisory, or similar management fee payable by the Fund; (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; and (xviiixxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Fund and Trust under the Investment Company Act of 1940, 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust, (viii) expenses of registering the Fund, and qualifying the Trust and Interests in the Trust its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms and documents required to ▇▇▇▇▇ ▇▇▇▇▇ FOCUSED GLOBAL OPPORTUNITIES FUND be filed by the Trust or Fund with the Securities and Exchange Commission (the “SEC”) and any other applicable regulatory body, and for printing and distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, shareholders; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders the Trust or shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organizationor the Sub-Adviser’s organizations; (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuations services; (xx) any investment advisory, sub-investment advisory, or similar management fee payable by the Fund; (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; and (xviiixxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust will pay all its expenses other than those expressly stated to be payable by the Adviser Administrator hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition purchase or sale of securities and other investmentssecurities, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda prospectuses for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent 's principal underwriter, if any, as a broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities funds and other investmentssecurities, keeping of books, books and accounts and records, and determination of net asset values, book capital account balances and tax capital account balancesvalue), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation of and any expenses of Trustees of the Trust who are not members of Trust, (xviii) the Adviser’s organizationinvestment advisory fee payable to the Trust's investment adviser, and (xviiixi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, Trustees and officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Fund and Trust under the Investment Company Act of 1940, 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust, (viii) expenses of registering the Fund, and qualifying the Trust and Interests in the Trust its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms and documents required to be filed by the Trust or Fund with the Securities and Exchange Commission (the “SEC”) and any PARAMETRIC TABS SHORT-TERM MUNICIPAL BOND FUND other applicable regulatory body, and for printing and distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, shareholders; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders the Trust or shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organizationor the Sub-Adviser’s organizations; (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuations services; (xx) any investment advisory, sub-investment advisory, or similar management fee payable by the Fund; (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; and (xviiixxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.. 017_0262

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 19401940 Act, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the TrustFund’s placement agent principal underwriter as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances balanced and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the TrustFund, (xv) expenses for servicing the account accounts of Holdersshareholders, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of one of the Adviser’s organizationor Sub-Adviser's organizations, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of organizing and maintaining the Trust Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, sale and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the Trust’s placement agent Fund's principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the TrustFund, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s 's organization, (xviii) all payments to be made and expenses to be assumed by the Fund pursuant to any one or more distribution plans adopted by the Trust on behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, and (xviiixix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders shareholders with respect thereto.. 2

Allocation of Charges and Expenses. It is understood that the Trust will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.. 017_0257

Allocation of Charges and Expenses. It is understood that the Trust will pay all expenses other than those expressly stated to be payable by the Adviser Advisers hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s 's placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of one of the Adviser’s organizationAdvisers' organizations, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Portfolio will pay all its expenses other than those expressly stated to be payable by the Adviser LGIM-B hereunder, which expenses payable by the Trust Portfolio shall include, without implied limitation, (i) expenses of maintaining the Trust Portfolio and continuing its existence, (ii) registration of for the Trust Portfolio under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, sale and redemption of Interests in the TrustPortfolio, (viii) expenses of registering and qualifying the Trust Portfolio and Interests in the Trust Portfolio under federal and state securities laws and of preparing and printing registration statements statement or other offering statements documents or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust Portfolio and of the Trust’s Portfolio's placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Portfolio (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital capital, account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the TrustPortfolio, (xv) expenses for servicing the account accounts of Holders, (xvi) any direct charges to Holders approved by the Trustees of the TrustPortfolio, (xvii) compensation and expenses of Trustees of the Trust Portfolio who are not members of LGIM-B's organization, (xviii) the Adviser’s organizationadministration fees payable by the Portfolio under any administration or similar agreement to which the Portfolio is a party, and (xviiixvix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust Portfolio to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s 's placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefortherefore, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of one of the Adviser’s 's organization, and (xviii) such non-non- recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Fund and Trust under the Investment Company Act of 1940, 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust, (viii) expenses of registering the Fund, and qualifying the Trust and Interests in the Trust its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms and documents required to be filed by the Trust or Fund with the Securities and Exchange Commission (the “SEC”) and any other applicable regulatory body, and for printing and distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, shareholders; (ix) ▇▇▇▇▇ ▇▇▇▇▇ WORLDWIDE HEALTH SCIENCES FUND expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders the Trust or shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organizationor the Sub-Adviser’s organizations; (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuations services; (xx) any investment advisory, sub-investment advisory, or similar management fee payable by the Fund; (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; and (xviiixxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Fund and Trust under the Investment Company Act of 1940, 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust, (viii) expenses of registering the Fund, and qualifying the Trust and Interests in the Trust its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms and documents required to be filed by the Trust or Fund with the Securities and Exchange Commission (the “SEC”) and any PARAMETRIC COMMODITY STRATEGY FUND other applicable regulatory body, and for printing and distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, shareholders; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders the Trust or shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organizationor the Sub-Adviser’s organizations; (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuations services; (xx) any investment advisory, sub-investment advisory, or similar management fee payable by the Fund; (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; and (xviiixxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s 's placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental governments officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of one of the Adviser’s 's organization, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that that, pursuant to the Trust Advisory Agreement, the Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of organizing and maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Trust under the Investment Company Act of 1940, ; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in the Trust, shares; (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the Trust’s placement agent Fund's principal underwriter, if any, as broker-dealer or agent under state securities laws, ; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the TrustFund, (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, 's or the Sub-Adviser's organizations; (xviii) all payments to be made and expenses to be assumed by the Fund pursuant to any one or more distribution plans adopted by the Trust on behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940; and (xviiixix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of organizing and maintaining the Trust Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, sale and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust Trust, the Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the TrustFund’s placement agent principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the TrustFund, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, (xviii) all payments to be made and expenses to be assumed by the Fund pursuant to any one or more distribution plans adopted by the Trust on behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, and (xviiixix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders shareholders with respect thereto.. 017_0230

Allocation of Charges and Expenses. It is understood that the Trust will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 19401940 Act, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust BRC will pay all expenses other than those expressly stated to be payable by the Adviser Manager hereunder, which expenses payable by the Trust BRC shall include, without implied limitation, (i) expenses of maintaining the Trust BRC and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities Real Estate Assets and other investments, (iviii) auditing, accounting and legal expenses, (viv) taxes taxes, interest and interestborrowing costs, (viv) governmental fees, (viivi) expenses of offering, issue, sale, and redemption of Interests in the TrustBRC securities, (viiivii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements private placement (or other offering statements or informational) memoranda and subscription documents for such purposes and for distributing the same to Holders investors and investorsdonees, and fees and (viii) expenses of registering reports, notices and maintaining registrations other communications to stockholders of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities lawsBRC, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiiix) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust BRC (including without limitation safekeeping of funds, securities Real Estate Assets and other investments, keeping of books, accounts and records, and determination calculation of net asset values, book capital account balances and tax capital account balancesthe value of BRC's assets), (xivxi) fees, expenses and disbursements of transfer agents, dividend distribution disbursing agents, Holder investor servicing agents and registrars for all services to the TrustBRC, (xvxii) expenses for servicing the account accounts of Holdersstockholders of BRC, (xvixiii) any direct charges to Holders approved by the Trustees compensation of the TrustManager, (xviixiv) compensation expenses of soliciting stockholder consents and holding meetings of stockholders, (xv) the commissions, fees, costs and expenses of Trustees of the Trust who are not members of the Adviser’s organizationstated to be paid or reimbursed by BRC in BRC's private placement (or informational) memorandum as supplemented from time to time, and (xviiixvi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust BRC to indemnify its Trustees, officers and Holders with respect theretopersons pursuant to the Charter or by-laws of BRC or other contractual arrangements.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Fund and Trust under the Investment Company Act of 1940, 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust, (viii) expenses of registering the Fund, and qualifying the Trust and Interests in the Trust its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms and documents required to be filed by the Trust or Fund with the Securities and Exchange Commission (the “SEC”) and any other applicable regulatory body, and for printing and distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, shareholders; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) ▇▇▇▇▇ ▇▇▇▇▇ HIGH INCOME OPPORTUNITIES FUND insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders the Trust or shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organizationor the Sub-Adviser’s organizations; (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuations services; (xx) any investment advisory, sub-investment advisory, or similar management fee payable by the Fund; (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; and (xviiixxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Fund and Trust under the Investment Company Act of 1940, 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust, (viii) expenses of registering the Fund, and qualifying the Trust and Interests in the Trust its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms and documents required to be filed by the Trust or Fund with the Securities and Exchange Commission (the “SEC”) and any other applicable regulatory body, and for printing and distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, shareholders; (ix) PARAMETRIC DIVIDEND INCOME FUND expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders the Trust or shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organizationor the Sub-Adviser’s organizations; (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuations services; (xx) any investment advisory, sub-investment advisory, or similar management fee payable by the Fund; (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; and (xviiixxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, sale and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements documents or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s 's placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account accounts of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s 's organization, (xviii) the administration fees payable by the Trust under any administration or similar agreement to which the Trust is a party, and (xviiixvix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust BREC will pay all expenses other than those expressly stated to be payable by the Adviser Manager hereunder, which expenses payable by the Trust BREC shall include, without implied limitation, (i) expenses of maintaining the Trust BREC and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities Real Estate Assets and other investments, (iviii) auditing, accounting and legal expenses, (viv) taxes taxes, interest and interestborrowing costs, (viv) governmental fees, (viivi) expenses of offering, issue, sale, and redemption of Interests in the TrustBREC securities, (viiivii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements private placement (or other offering statements or informational) memoranda and subscription documents for such purposes and for distributing the same to Holders investors and investorsdonees, and fees and (viii) expenses of registering reports, notices and maintaining registrations other communications to stockholders of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities lawsBREC, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiiix) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust BREC (including without limitation safekeeping of funds, securities Real Estate Assets and other investments, keeping of books, accounts and records, and determination calculation of net asset values, book capital account balances and tax capital account balancesthe value of BREC's assets), (xivxi) fees, expenses and disbursements of transfer agents, dividend distribution disbursing agents, Holder investor servicing agents and registrars for all services to the TrustBREC, (xvxii) expenses for servicing the account accounts of Holdersstockholders of BREC, (xvixiii) any direct charges to Holders approved by the Trustees compensation of the TrustManager, (xviixiv) compensation expenses of soliciting stockholder consents and holding meetings of stockholders, (xv) the commissions, fees, costs and expenses of Trustees of the Trust who are not members of the Adviser’s organizationstated to be paid or reimbursed by BREC in BREC's private placement (or informational) memorandum as supplemented from time to time, and (xviiixvi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust BREC to indemnify its Trustees, officers and Holders with respect theretopersons pursuant to the Charter or by-laws of BREC or other contractual arrangements.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Fund and Trust under the Investment Company Act of 1940, 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust, (viii) expenses of registering the Fund, and qualifying the Trust and Interests in the Trust its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms and documents required to be filed by the Trust or Fund with the Securities and Exchange Commission (the “SEC”) and any ▇▇▇▇▇ ▇▇▇▇▇ GLOBAL INCOME BUILDER NEXTSHARES other applicable regulatory body, and for printing and distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, shareholders; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders the Trust or shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organizationor the Sub-Adviser’s organizations; (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuations services; (xx) any investment advisory, sub-investment advisory, or similar management fee payable by the Fund; (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; and (xviiixxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Fund and Trust under the Investment Company Act of 1940, 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust, (viii) expenses of registering the Fund, and qualifying the Trust and Interests in the Trust its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms and documents required to ▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL SMALL-CAP FUND be filed by the Trust or Fund with the Securities and Exchange Commission (the “SEC”) and any other applicable regulatory body, and for printing and distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, shareholders; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders the Trust or shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organizationor the Sub-Adviser’s organizations; (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuations services; (xx) any investment advisory, sub-investment advisory, or similar management fee payable by the Fund; (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; and (xviiixxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Fund and Trust under the Investment Company Act of 1940, 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust, (viii) expenses of registering the Fund, and qualifying the Trust and Interests in the Trust its shares under applicable federal and state securities laws and of preparing and printing filing registration statements or statements, other offering statements or memoranda for such purposes memoranda, and other reports, forms and documents required to be filed by the Trust or Fund with the Securities and Exchange Commission (the “SEC”) and any other applicable regulatory body, and for printing and distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, shareholders; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders the Trust or shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organizationor the Sub-Adviser’s organizations; (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares; (xix) any pricing or valuation services employed ▇▇▇▇▇ ▇▇▇▇▇ INCOME FUND OF BOSTON by the Fund to value its investments including primary and comparative valuations services; (xx) any investment advisory, sub-investment advisory, or similar management fee payable by the Fund; (xxi) all expenses incurred in connection with the Fund’s use of a line of credit; and (xviiixxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust will pay all its expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, sale and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s 's placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.asset

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the TrustFund’s placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the TrustFund, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, and (xviii) all payments to be made and expenses to be assumed by the Fund pursuant to any one or more distribution plans adopted by the Trust on behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, and (xix) such non-non- recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders shareholders with respect thereto. 4.

Allocation of Charges and Expenses. It is understood that that, pursuant to the Trust Advisory Agreement, the Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Fund and Trust under the Investment Company Act of 1940, ; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in the Trust, shares; (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes purposes, including amendments, and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the TrustFund’s placement agent principal underwriter as broker-dealer or agent under state securities laws, ; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, or the Sub-Adviser’s organizations; and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust will pay all its expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, limitation (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition purchase or sale of securities and other investmentssecurities, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda prospectuses for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations registration of the Trust and of the Trust’s placement agent 's principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities funds and other investmentssecurities, keeping of books, books and accounts and records, and determination of net asset values, book capital account balances and tax capital account balancesvalue), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation of and any expenses of Trustees of the Trust, (xviii) all payments to be made and expenses to be assumed by the Trust who are not members pursuant to any one or more distribution plans adopted by the Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940, (xix) the Adviser’s organizationadministration fee payable to the Trust's administrator, and (xviiixx) such non-recurring nonrecurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, Trustees and officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.. 017_0248

Allocation of Charges and Expenses. It is understood that that, pursuant to the Advisory Agreement, the Trust will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust shall include, include without implied limitation, : (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 19401940 Act, (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and redemption (if any) of Interests shares in the Trust, including expenses of conducting tender offers for the purpose of repurchasing Trust shares, (viii) expenses of registering and qualifying the Trust and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes purposes, including amendments, and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent principal underwriter, if any, as broker-broker- dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of fundsTrusts, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, or Sub-Adviser’s organizations and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust will pay all its expenses other than those expressly stated to be payable by the Adviser Manager hereunder, which expenses payable by the Trust shall include, without implied limitation, : (i) expenses of maintaining the Trust and continuing its existence, ; (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iviii) auditing, accounting and legal expenses, , (viv) taxes and interest, ; (viv) governmental fees, ; (viivi) expenses of issue, sale, sale and redemption of Interests in the Trust, ; (viiivii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements documents or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s 's placement agent as broker-dealer or agent under state securities laws, ; (ixviii) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, therefore; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, expenses and disbursements other disbursements, if any, of custodians and subcustodians sub- custodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, ; (xv) expenses for of servicing the account accounts of Holders, ; (xvi) any direct charges to Holders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members employees, officers, directors or trustees, of the Adviser’s organization, and Manager or any affiliate of the Manager; (xviii) the advisory fees payable under any advisory agreement to which the Trust is a party; and (xix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Fund will pay all expenses other than those expressly stated to be payable by the Adviser BMR hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holders, (xvi) any direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the AdviserBMR’s organization, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that that, pursuant to the Trust Advisory Agreement, the Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, (ii) registration of the Fund and Trust under the Investment Company Act of 19401940 Act, (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, sale and redemption of Interests in the Trustshares, (viii) expenses of registering and qualifying the Trust Trust, the Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes purposes, including amendments, and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the TrustFund’s placement agent principal underwriter as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the TrustFund, (xv) expenses for servicing the account of Holdersshareholder accounts, (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organizationor the Sub-Adviser’s organizations, (xviii) all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares, (xix) any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuations services, (xx) any investment advisory, sub-advisory, or similar management fee payable by the Fund, (xxi) all expense incurred in connection with the Fund’s use of a line of credit, and (xviiixxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

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

Allocation of Charges and Expenses. It is understood The Adviser generally will bear its own costs of providing services hereunder, except that from time to time certain research expenses may be partially borne by portfolio companies or prospective portfolio companies visited by the Adviser. Except for the services to be provided by the Adviser as set forth in Paragraphs 1(a) and 1(b) or as set forth herein, the Trust will assumes and shall pay all expenses for all other than those expressly stated to be payable Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser hereunder, which Adviser. The expenses payable by of the Trust shall include, without implied limitation, : (ia) the charges and expenses of maintaining any registrar, stock transfer or dividend disbursing agent, custodian, or depository appointed by the Trust and continuing for the safekeeping of its existencecash, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of portfolio securities and other investments, property; (ivb) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders and investors, and fees charges and expenses of the Trust’s independent auditors; (c) brokerage commissions and other costs in connection with transactions in the portfolio securities of the Trust; (d) all taxes, including issuance and transfer taxes, and corporate fees payable by the Trust to Federal, state or other governmental agencies; (e) the cost of stock certificates (if any) representing shares of the Trust; (f) expenses involved in registering and maintaining registrations of the Trust and of its shares with the Trust’s placement agent as broker-dealer or agent under state securities laws, Commission and various states and other jurisdictions; (ixg) all expenses of shareholders’ and Trustees’ meetings, including meetings of committees, and of preparing, printing and mailing proxy statements and solicitations of proxies, quarterly reports, semi-annual reports, annual reports and notices other communications to Holders and of meetings of Holders and proxy solicitations therefor, shareholders; (xh) all expenses of reports to governmental officers preparing and commissionssetting in type, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and recordsprospectuses, and determination expenses of net asset valuesprinting and mailing the same to shareholders (but not expenses of printing and mailing of prospectuses and literature used for promotional purposes); (i) compensation and travel expenses of Trustees who are not “interested persons” within the meaning of the 1940 Act (“Independent Trustees”); (j) the expenses of furnishing or causing to be furnished, book capital to each shareholder an account balances statement, including the expense of mailing such statements; (k) charges and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services legal counsel in connection with matters relating to the Trust, (xv) expenses for servicing including, without limitation, legal services rendered by counsel to the account Trust’s Independent Trustees, or the services of Holders, (xvi) any direct charges to Holders approved other legal counsel retained by the Trust’s Independent Trustees. (l) the expenses of attendance at professional meetings of organizations such as the Investment Company Institute, the Mutual Fund Director’s Forum, or other similar organizations by officers and Trustees of the Trust, and the membership or association dues of such organizations; (xviim) compensation the cost and expenses expense of Trustees maintaining the books and records of the Trust who are not members Trust, including general ledger accounting; (n) the expense of obtaining and maintaining fidelity bond as required by Section 17(g) of the Adviser1940 Act and the expense of maintaining director’s organization, and officer’s insurance for the Trust and the Trustees and officers of the Trust; (xviiio) interest payable on Trust borrowings; (p) postage; and (q) such non-recurring items or extraordinary expenses as they may arise, including expenses incurred in connection with litigationthose relating to actions, suits or proceedings and claims to which the Trust is a party and the legal obligation of which the Trust may have to indemnify its Trustees, the Trust’s Trustees and officers and Holders with respect thereto.

Allocation of Charges and Expenses. It is understood that that, pursuant to the Trust Advisory Agreement, the Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunderhereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust Fund shall include, without implied limitation, (i) expenses of maintaining the Trust Fund and continuing its existence, ; (ii) registration of the Trust under the Investment Company Act of 1940, 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, ; (iv) auditing, accounting and legal expenses, ; (v) taxes and interest, ; (vi) governmental fees, ; (vii) expenses of issue, sale, sale and redemption of Interests in the Trust, shares; (viii) expenses of registering and qualifying the Trust Fund and Interests in the Trust its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to Holders shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust Fund and of the TrustFund’s placement agent principal underwriter as broker-dealer or agent under state securities laws, ; (ix) expenses of reports and notices to Holders shareholders and of meetings of Holders shareholders and proxy solicitations therefor, ; (x) expenses of reports to governmental officers and commissions, ; (xi) insurance expenses, ; (xii) association membership dues, ; (xiii) fees, exhibitd12_ex-99zd12 expenses and disbursements of custodians and subcustodians for all services to the Trust Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), ; (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder shareholder servicing agents and registrars for all services to the Trust, Fund; (xv) expenses for servicing the account of Holders, shareholder accounts; (xvi) any direct charges to Holders shareholders approved by the Trustees of the Trust, ; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, or the Sub-Adviser’s organizations; and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers officers, and Holders shareholders with respect thereto.

Allocation of Charges and Expenses. It is understood that the Trust Portfolio will pay all its expenses other than those expressly stated to be payable by the Adviser LGIM-B hereunder, which expenses payable by the Trust Portfolio shall include, without implied limitation, (i) expenses of maintaining the Trust Portfolio and continuing its existence, (ii) registration of for the Trust Portfolio under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, sale and redemption of Interests in the TrustPortfolio, (viii) expenses of registering and qualifying the Trust Portfolio and Interests in the Trust Portfolio under federal and state securities laws and of preparing and printing registration statements statement or other offering statements documents or memoranda for such purposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust Portfolio and of the Trust’s Portfolio's placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust Portfolio (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the TrustPortfolio, (xv) expenses for servicing the account accounts of Holders, (xvi) any direct charges to Holders approved by the Trustees of the TrustPortfolio, (xvii) compensation and expenses of Trustees of the Trust Portfolio who are not members of LGIM-B's organization, (xviii) the Adviser’s organizationadministration fees payable by the Portfolio under any administration or similar agreement to which the Portfolio is a party, and (xviiixvix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust Portfolio to indemnify its Trustees, officers and Holders with respect thereto.