Common use of Allocation of Charges and Expenses Clause in Contracts

Allocation of Charges and Expenses. The Administrator shall pay the entire salaries and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this Section 3. Except as provided in the foregoing sentence, the Administrator shall not pay other expenses relating to the Portfolio including, without limitation, compensation of Trustees not affiliated with the Administrator; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Portfolio; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent or registrar of the Portfolio; expenses of preparing, printing and mailing reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the Portfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests of the Portfolio; expenses of meetings of investors in the Portfolio; and expenses relating to the issuance, registration and qualification of interests in the Portfolio.

Allocation of Charges and Expenses. The Administrator Citibank shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Fund all of its own expenses relating allocable to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated with the Administratorpersons" of Citibank; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Manager shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Fund all of its own expenses relating allocable to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security security, option, and futures transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds funds, securities, options, and securities futures and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Submanager shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 32 above. Except as provided in the foregoing sentence, the Administrator shall not pay other expenses relating to it is understood that the Portfolio will pay all of its own expenses including, without limitation, organization costs of the Portfolio; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorPortfolio; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the Portfolio; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the Portfolio; expenses relating to the issuance and redemption of beneficial interests in the Portfolio and servicing investor accounts; expenses of preparing, typesetting, printing and mailing investor reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing commissions and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesto investors in the Portfolio; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the Portfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Portfolio (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the Portfolio's investors; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the issuance, registration Portfolio may be a party and qualification of interests in the Portfoliolegal obligation which the Portfolio may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Citibank shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Portfolio all of its own expenses relating allocable to the Portfolio including, without limitation, organization costs of the Portfolio; compensation of Trustees who are not "affiliated with the Administratorpersons" of Citibank; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming beneficial interests and servicing investor accounts; expenses of preparing, typesetting, printing and mailing investor reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing commissions and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesto investors in the Portfolio; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the Portfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Portfolio (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors the Portfolio's investors; expenses relating to the issuance of beneficial interests in the Portfolio; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the issuance, registration Trust on behalf of the Portfolio may be a party and qualification of interests in the Portfoliolegal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Subadviser shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 32 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of each Portfolio all of its own expenses relating allocable to the that Portfolio including, without limitation, organization costs of the Portfolio; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming beneficial interests and servicing investor accounts; expenses of preparing, typesetting, printing and mailing investor reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing commissions and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesto investors in the Portfolio; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the Portfolio, including safekeeping of funds Portfolios and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Portfolio (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors the Portfolio's investors; expenses relating to the issuance of beneficial interests in the Portfolio; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the issuance, registration Trust on behalf of the Portfolio may be a party and qualification of interests in the Portfoliolegal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Co-Administrator shall pay the entire salaries and wages of all of the PortfolioTrust's Trustees, officers and agents who devote part or all of their time to the affairs of the Co-Administrator or its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio Trust for purposes of this Section 3. Except as provided in the foregoing sentence, the Co-Administrator shall not pay other expenses relating to the Portfolio Trust including, without limitation, compensation of Trustees not affiliated with the Co-Administrator; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the PortfolioTrust; fees and expenses of the PortfolioTrust's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of distributing and redeeming Shares and servicing shareholder accounts; expenses of preparing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to investors shareholders and governmental officers and commissions; expenses of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the PortfolioTrust's custodian for all services to the PortfolioTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests of the PortfolioShares; expenses of meetings of investors in the Portfolioshareholder meetings; and expenses relating to the issuance, registration and qualification of interests in the PortfolioShares.

Allocation of Charges and Expenses. The Administrator Submanager shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 32 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Master Trust will pay other all of its own expenses relating and the expenses allocated to the Portfolio Master Fund including, without limitation, organization costs of the Master Fund; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorMaster Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioMaster Fund; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioMaster Fund; expenses relating to the issuance and redemption of beneficial interests in the Master Fund and servicing investor accounts; expenses of preparing, typesetting, printing and mailing investor reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing commissions and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesto investors in the Master Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioMaster Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Master Fund (including but not limited to the fees of the Portfolioindependent pricing services; expenses of meetings of investors in the PortfolioMaster Fund's investors; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the issuance, registration Master Trust on behalf of the Master Fund may be a party and qualification of interests in the Portfoliolegal obligation which the Master Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Citibank shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Fund all of its own expenses relating allocable to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Submanager shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 32 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other all of its own expenses relating and the expenses allocated to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not affiliated with “interested persons” of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioFund; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioFund; expenses relating to the issuance and redemption of beneficial interests in the Fund and servicing investor accounts; expenses of preparing, typesetting, printing and mailing investor reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing commissions and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesto investors in the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services; expenses of meetings of investors in the PortfolioFund’s investors; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the issuance, registration Trust on behalf of the Fund may be a party and qualification of interests in the Portfoliolegal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator SSB Citi shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of each Fund all of its own expenses relating allocable to the Portfolio that Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated with persons" of the AdministratorTrust or SSB Citi; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator ▇▇▇▇▇▇ shall bear all of the expenses incurred in connection with carrying out its duties hereunder. Each Fund shall pay the entire salaries and wages of all of the Portfolio's Trusteesusual, officers and agents who devote part customary or all of their time to the affairs of the Administrator or its affiliates, and the wages and salaries of such persons shall not be deemed to be extraordinary expenses incurred by the Portfolio for purposes of this Section 3. Except Fund or, as provided in the foregoing sentenceappropriate, the Administrator shall not pay other expenses relating Trust and allocable to the Portfolio includingFund, including without limitation, limitation compensation of Trustees not affiliated with the AdministratorTrustees; federal and state governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the PortfolioTrust; fees and expenses of any provider other than ▇▇▇▇▇▇ of services to the Portfolio's Trust under a co-administration agreement (the "Co-Administrator"), ▇▇▇▇▇▇ pursuant to the Shareholder Servicing Agreement and this Agreement, ▇▇▇▇▇▇▇▇ Group Inc. pursuant to the Fund Services Agreement, independent auditors, of legal counsel and of any transfer agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of preparing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to investors shareholders and governmental officers offices and commissions; expenses of preparing preparing, printing and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian Custodian for all services to the PortfolioTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests of the PortfolioShares; expenses of meetings of investors in the Portfolioshareholder meetings; and expenses relating to the issuance, registration and qualification of interests in Shares of the PortfolioTrust; and litigation and indemnification expenses.

Allocation of Charges and Expenses. The Administrator CFM shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of each Fund all of its own expenses relating allocable to the Portfolio that Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated with the Administratorpersons" of CFM; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. (a) The Administrator Adviser shall pay furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the entire salaries and wages of all investments of the Portfolio's Fund and maintaining its organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for directors, officers and employees of the Adviser to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and agents who devote part or subject to their individual consent and to any limitations imposed by law. (b) It is understood that the Trust and the Fund will pay all of their time own expenses incurred in their operations and the offering of the Fund's shares, unless specifically provided otherwise in this Agreement or except to the affairs extent that the Adviser agrees in a written instrument executed by the Adviser (specifically referring to this Article 2(b)) to assume or otherwise pay for specified expenses of the Administrator Trust or its affiliatesthe Fund, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this Section 3. Except as provided in the foregoing sentence, the Administrator shall not pay other expenses relating to the Portfolio including, without limitation, : compensation of Trustees "not affiliated affiliated" with the AdministratorAdviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the PortfolioFund; fees and expenses of the Portfolio's independent auditors, of legal counsel counsel, and of any transfer agent, registrar or dividend disbursing agent or registrar of the PortfolioFund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing brokerage and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; other expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests shares of the PortfolioFund; organizational and start up costs; such non-recurring or extraordinary expenses of meetings of investors in as may arise, including those relating to actions, suits or proceedings to which the PortfolioFund is a party or otherwise may have an exposure, and the legal obligation which the Fund may have to indemnify the Trust's Trustees and officers with respect thereto; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund and the preparation, printing and mailing of prospectuses for such purposes (except to the extent that any Distribution Agreement to which the Trust is a party provides that another party is to pay some or all of such expenses). (c) The payment or assumption by the Adviser of any expenses of the Trust or the Fund that the Adviser is not obligated by this Agreement or otherwise to pay or assume shall not obligate the Adviser to pay or assume the same or any similar expenses of the Trust or the Fund on any subsequent occasion.

Allocation of Charges and Expenses. The Administrator shall pay the entire salaries and wages of all of the Portfolioeach Trust's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio Trust for purposes of this Section 32. Except as provided in the foregoing sentence, the Administrator shall not each Trust will pay other all of its own expenses relating to the Portfolio including, without limitation, compensation of Trustees not affiliated with the Administrator; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the PortfolioTrust; fees and expenses of the Portfolioeach Fund's investment adviser or advisers; fees and expenses of independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of distributing and redeeming Shares and Interests and servicing shareholder or investor accounts; expenses of preparing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to shareholders or investors and governmental officers and commissions; expenses of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the PortfolioTrust's custodian for all services to the PortfolioTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests Shares of the Portfolioor Interests in each Fund; expenses of meetings of investors in the Portfolioshareholder or investor meetings; and expenses relating to the issuance, registration and qualification of interests Shares of or Interests in the Portfolioeach Fund.

Allocation of Charges and Expenses. The Administrator Submanager shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 32 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other all of its own expenses relating to the Portfolio including, without limitation, organization costs of the Trust; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses relating to the issuance and redemption of shares of beneficial interest of the Fund and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's shareholders; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the issuance, registration Trust on behalf of the Fund may be a party and qualification of interests in the Portfoliolegal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Subadviser shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 32 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Portfolio all of its own expenses relating allocable to the Portfolio including, without limitation, organization costs of the Portfolio; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming beneficial interests and servicing investor accounts; expenses of preparing, typesetting, printing and mailing investor reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing commissions and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesto investors in the Portfolio; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the Portfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Portfolio (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors the Portfolio's investors; expenses relating to the issuance of beneficial interests in the Portfolio; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the issuanceTrust on behalf of the Portfolio may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers, registration its Subadvisers and qualification of interests in the Portfoliotheir employees with respect thereto.

Allocation of Charges and Expenses. The Administrator Manager shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Portfolio all of its own expenses relating allocable to the Portfolio including, without limitation, organization costs of the Portfolio; compensation of Trustees who are not "affiliated with persons" of the AdministratorManager; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming beneficial interests and servicing investor accounts; expenses of preparing, typesetting, printing and mailing investor reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing commissions and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesto investors in the Portfolio; expenses connected with the execution, recording and settlement of security security, option and futures transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the Portfolio, including safekeeping of funds funds, securities, options, and securities futures and maintaining required books and accounts; expenses of calculating the net asset value of interests the Portfolio (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors the Portfolio's investors; expenses relating to the issuance of beneficial interests in the Portfolio; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the issuance, registration Trust on behalf of the Portfolio may be a party and qualification of interests in the Portfoliolegal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Citi Management shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Trust all of its own expenses relating to the Portfolio including, without limitation, organization costs of the Trust; compensation of Trustees who are not "affiliated with the Administratorpersons" of Citi Management; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, placement agent, investor servicing agent, service agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, investor reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing investors of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Trust; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Trust (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioTrust's investors; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioTrust; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator SSB Citi shall pay the entire salaries and wages of all of the PortfolioTrust's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator SSB Citi or its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio Trust for purposes of this Section 32. Except as provided in the foregoing sentence, the Administrator shall not Trust will pay other all of its own expenses relating to the Portfolio including, without limitation, compensation of Trustees not affiliated with the Administrator; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the PortfolioTrust; fees and expenses of the Portfolioeach Fund's investment adviser or advisers; fees and expenses of independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of distributing and redeeming Shares and servicing shareholder accounts; expenses of preparing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to investors shareholders and governmental officers and commissions; expenses of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the PortfolioTrust's custodian for all services to the PortfolioTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests shares of the Portfolioeach Fund; expenses of meetings of investors in the Portfolioshareholder meetings; and expenses relating to the issuance, registration and qualification of interests in the Portfolioshares of each Fund.

Allocation of Charges and Expenses. The Administrator Citi Management shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Portfolio all of its own expenses relating allocable to the Portfolio including, without limitation, organization costs of the Portfolio; compensation of Trustees who are not "affiliated with the Administratorpersons" of Citi Management; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, placement agent, investor servicing agent, service agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, investor reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing investors of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Portfolio; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the Portfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Portfolio (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the Portfolio's investors; expenses relating to the registration and qualification of shares of the Portfolio; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the issuance, registration Trust on behalf of the Portfolio may be a party and qualification of interests in the Portfoliolegal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator ▇▇▇▇▇ ▇▇▇▇▇▇ Management shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Fund all of its own expenses relating allocable to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated with the Administratorpersons" of ▇▇▇▇▇ ▇▇▇▇▇▇ Management; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's Trustees and of the Fund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator ▇▇▇▇▇ ▇▇▇▇▇▇ Management shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of each Fund all of its own expenses relating allocable to the Portfolio that Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated with the Administratorpersons" of ▇▇▇▇▇ ▇▇▇▇▇▇ Management; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's Trustees and of the Fund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator LFBDS shall pay the entire salaries and wages of all of the PortfolioTrust's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator LFBDS or its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio Trust for purposes of this Section 32. Except as provided in the foregoing sentence, the Administrator shall not Trust will pay other all of its own expenses relating to the Portfolio including, without limitation, compensation of Trustees not affiliated with the Administrator; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the PortfolioTrust; fees and expenses of the Portfolioeach Fund's investment adviser or advisers; fees and expenses of independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of distributing and redeeming Shares and servicing shareholder accounts; expenses of preparing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to investors shareholders and governmental officers and commissions; expenses of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the PortfolioTrust's custodian for all services to the PortfolioTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests shares of the Portfolioeach Fund; expenses of meetings of investors in the Portfolioshareholder meetings; and expenses relating to the issuance, registration and qualification of interests in the Portfolioshares of each Fund.

Allocation of Charges and Expenses. The Administrator Citibank shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Portfolio all of its own expenses relating allocable to the Portfolio including, without limitation, organization costs of the Portfolio; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming beneficial interests and servicing investor accounts; expenses of preparing, typesetting, printing and mailing investor reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing commissions and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesto investors in the Portfolio; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the Portfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Portfolio (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors the Portfolio's investors; expenses relating to the issuance of beneficial interests in the Portfolio; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the issuance, registration Trust on behalf of the Portfolio may be a party and qualification of interests in the Portfoliolegal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Citibank shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Portfolio all of its own expenses relating allocable to the Portfolio including, without limitation, organization costs of the Portfolio; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming beneficial interests and servicing investor accounts; expenses of preparing, typesetting, printing and mailing investor reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing commissions and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesto investors in the Portfolio; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the Portfolio, including safekeeping of funds Portfolios and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Portfolio (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors the Portfolio's investors; expenses relating to the issuance of beneficial interests in the Portfolio; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the issuance, registration Trust on behalf of the Portfolio may be a party and qualification of interests in the Portfoliolegal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator SSB Citi shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Fund all of its own expenses relating allocable to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated with the Administratorpersons" of SSB Citi; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests of the Portfolio; expenses of meetings of investors in the Portfolio; and expenses relating Fund (including but not limited to the issuance, registration and qualification fees of interests in the Portfolio.independent pricing

Allocation of Charges and Expenses. (a) The Administrator Adviser shall pay furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the entire salaries and wages of all investments of the Portfolio's Fund and maintaining its organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for directors, officers and employees of the Adviser to serve as Trustees, officers or agents of the Trust if duly elected or appointment to such positions and agents who devote part or subject to their individual consent and to any limitations imposed by law. (b) It is understood that the Trust and the Fund will pay all of their time own expenses incurred in their operations and the offering of the Fund's shares, unless specifically provided otherwise in this Agreement or except to the affairs extent that the Adviser agrees in a written instrument executed by the Adviser (specifically referring to this Article 2(b)) to assume or otherwise pay for specified expenses of the Administrator Trust or its affiliatesthe Fund, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this Section 3. Except as provided in the foregoing sentence, the Administrator shall not pay other expenses relating to the Portfolio including, without limitation, : compensation of Trustees "not affiliated affiliated" with the AdministratorAdviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the PortfolioFund; fees and expenses of the Portfolio's independent auditors, of legal counsel counsel, of administrators, and of any transfer agent, registrar or dividend disbursing agent or registrar of the PortfolioFund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing brokerage and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; other expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the Portfolio's custodian Custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests shares of the PortfolioFund; organizational and start up costs; such non-recurring or extraordinary expenses of meetings of investors in as may arise, including those relating to actions, suits or proceedings to which the PortfolioFund is a party or otherwise may have an exposure, and the legal obligation which the Fund may have to indemnify the Trust's Trustees and officers or the Adviser and its employees with respect thereto; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund and the preparation, printing and mailing of private placement memoranda for such purposes (except to the extent that any distribution agreement to which the Trust is a party provides that another party is to pay some or all of such expenses). (c) The payment or assumption by the Adviser of any expenses of the Trust or the Fund that the Adviser is not obligated by this Agreement or otherwise to pay or assume shall not obligate the Adviser to pay or assume the same or any similar expenses of the Trust or the Fund on any subsequent occasions.

Allocation of Charges and Expenses. The Administrator DSI shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other all of its own expenses relating to the Portfolio including, without limitation, organization costs of the Trust; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorTrust; governmental fees, including but not limited to Securities and Exchange Commission fees and state "blue sky" fees, if any; interest chargesexpense; loan commitment fees; taxes; brokerage fees and commissions; membership dues in the Investment Company Institute allocable to the Portfolioindustry and professional associations; fees and expenses of the Portfolio's independent auditorsauditors and accountants, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, recordkeeper, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses relating to the issuance and redemption of shares of beneficial interest of the Fund and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of independent pricing services); expenses connected with maintaining the PortfolioTrust's existence as a Massachusetts business trust; expenses of meetings of investors in the PortfolioFund's shareholders; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the issuance, registration Trust on behalf of the Fund may be party and qualification of interests in the Portfoliolegal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Manager shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of each Fund all of its own expenses relating allocable to the Portfolio that Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated with the Administratorpersons" of Manager; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's Trustees and of the Fund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator SSB Citi shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of each Fund all of its own expenses relating allocable to the Portfolio that Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated with the Administratorpersons" of SSB Citi; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator (a) Except as otherwise specifically provided in this Section 7, the Adviser shall pay the entire salaries compensation and wages expenses of all of the Portfolio's Trusteesits directors, officers and agents employees who devote part or all of their time to the affairs serve as trustees, officers and executive employees of the Administrator or its affiliatesTrust (including the Trust's share of payroll taxes), and the wages Adviser shall make available, without expense to each Fund, the service of its directors, officers and salaries employees who may be duly elected officers of such persons the Trust, subject to their individual consent to serve and to any limitations imposed by law. (b) The Adviser shall not be deemed required to pay pursuant to this Agreement any expenses of each Fund other than those specifically allocated to the Adviser in this Section 7. In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Trust's employees as are officers or employees of the Adviser whose services may be involved, for the following expenses of each Fund: organization and certain offering expenses of each Fund (including out-of-pocket expenses, but not including the Adviser's overhead and employee costs); fees payable to the Adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Portfolio for purposes or with respect to each Fund in connection with membership in investment company trade organizations; cost of this Section 3. Except as provided in the foregoing sentence, the Administrator shall not pay other expenses insurance relating to fidelity coverage for the Portfolio including, without limitation, compensation of Trustees not affiliated with the Administrator; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the PortfolioTrust's officers and employees; fees and expenses of the Portfolioeach Fund's independent auditorsAdministrator, of legal counsel Sub-Administrator and Fund Accounting Agent or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent or registrar of each Fund; the Portfolio; expenses of preparingany master fund in which any Fund invests; payments to the Administrator, printing Sub-Administrator or Fund Accounting Agent for maintaining each Fund's financial books and mailing reportsrecords and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, noticesaccountants, proxy statements bankers and reports to investors and governmental officers and commissionsother specialists, if any; expenses of preparing and mailing agendas and supporting documents for meetings share certificates; other expenses in connection with the issuance, offering, distribution or sale of Trustees and committees of Trusteessecurities issued by each Fund; expenses connected with the execution, recording relating to investor and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the Portfolio, including safekeeping of funds and securities and maintaining required books and accountspublic relations; expenses of calculating registering and qualifying shares of each Fund for sale; freight, insurance and other charges in connection with the net asset value shipment of interests each Fund's portfolio securities; brokerage commissions or other costs of the Portfolioacquiring or disposing of any portfolio securities or other assets of each Fund, or of entering into other transactions or engaging in any investment practices with respect to each Fund; expenses of meetings printing and distributing prospectuses, Statements of investors in Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' and other meetings; the Portfolio; compensation and all expenses (specifically including travel expenses relating to each Fund's business) of officers, Trustees and employees of the issuanceTrust who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers or Trustees of the Trust who are officers, registration and qualification directors or employees of interests in the PortfolioAdviser to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust with respect to matters concerning each Fund, or any committees thereof or advisers thereto.

Allocation of Charges and Expenses. The Administrator SSB Citi shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Fund all of its own expenses relating allocable to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated with the Administratorpersons" of SSB Citi; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Citibank shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Fund all of its own expenses relating allocable to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator shall Adviser will pay the entire salaries and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses costs incurred by the Portfolio for purposes Adviser in connection with the performance of its duties under Section 2 of this Agreement. The Adviser will not be required to bear any expenses of the Fund other than those specifically allocated to the Adviser in this Section 36. Except as provided in In particular, but without limiting the foregoing sentencegenerality of the foregoing, the Administrator shall Adviser will not be required to pay expenses related to: (i) interest and taxes; (ii) brokerage commissions; (iii) premiums for fidelity and other expenses relating insurance coverage requisite to the Portfolio including, without limitation, compensation of Trustees not affiliated with Fund’s operations; (iv) the Administrator; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Portfolio; fees and expenses of the Portfolio's independent auditorsits non-interested trustees; (v) legal, of legal counsel audit and of any fund accounting expenses; (vi) custodian and transfer agent or registrar fees and expenses; (vii) expenses incident to the repurchase of its shares; (viii) fees and expenses related to the registration under federal and state securities laws of shares of the PortfolioFund for public sale; (ix) expenses of preparing, printing and mailing prospectuses, reports, noticesnotices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund’s shareholders; and (xi) such extraordinary non-recurring expenses as may arise, proxy statements including litigation affecting the Fund and reports any obligation which the Fund may have to investors and governmental indemnify its officers and commissions; expenses Trustees with respect thereto. Any officer or employee of preparing and mailing agendas and supporting documents for meetings the Adviser or of Trustees and committees of Trustees; expenses connected any entity controlling, controlled by or under common control with the executionAdviser, recording and settlement of security transactions; insurance premiums; fees and expenses who may also serve as officers, trustees or employees of the Portfolio's custodian Fund shall not receive any compensation from the Fund for all their services, with the exception of the chief compliance officer of the Fund, who may be compensated by the Fund for services provided to the Portfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests of the Portfolio; expenses of meetings of investors in the Portfolio; and expenses relating to the issuance, registration and qualification of interests in the PortfolioFund.

Allocation of Charges and Expenses. The Administrator shall Adviser will pay the entire salaries and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses costs incurred by the Portfolio for purposes Adviser in connection with the performance of its duties under Section 2 of this Investment Management Agreement. The Adviser will not be required to bear any expenses of any Portfolio other than those specifically allocated to the Adviser in this Section 36. Except as provided in In particular, but without limiting the foregoing sentencegenerality of the foregoing, the Administrator shall Adviser will not be required to pay expenses related to: (i) interest and taxes; (ii) brokerage commissions; (iii) premiums for fidelity and other expenses relating insurance coverage requisite to the Portfolio including, without limitation, compensation of Trustees not affiliated with Trust’s operations; (iv) the Administrator; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Portfolio; fees and expenses of the Portfolio's independent auditorsits non-interested trustees; (v) legal, of legal counsel audit and of any fund accounting expenses; (vi) custodian and transfer agent or registrar fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) fees and expenses related to the registration under federal and state securities laws of shares of the PortfolioTrust for public sale; (ix) expenses of preparing, printing and mailing registration statements, reports, noticesnotices and proxy material to shareholders of the Trust; (x) all other expenses incidental to holding meetings of the Trust’s shareholders; and (xi) such extraordinary non-recurring expenses as may arise, proxy statements including litigation affecting the Trust and reports any obligation which the Trust may have to investors and governmental indemnify its officers and commissions; expenses Trustees with respect thereto. Any officer or employee of preparing and mailing agendas and supporting documents for meetings the Adviser or of Trustees and committees of Trustees; expenses connected any entity controlling, controlled by or under common control with the executionAdviser, recording and settlement of security transactions; insurance premiums; fees and expenses who may also serve as officers, trustees or employees of the Portfolio's custodian Trust shall not receive any compensation from the Trust for all their services, with the exception of the chief compliance officer of the Trust, who may be compensated by the Trust for services provided to the Portfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests of the Portfolio; expenses of meetings of investors in the Portfolio; and expenses relating to the issuance, registration and qualification of interests in the PortfolioTrust.

Allocation of Charges and Expenses. The Administrator (a) Except as otherwise specifically provided in this section 5, the Adviser shall pay the entire salaries compensation and wages expenses of all of the Portfolio's Trusteesits directors, officers and agents employees who devote part or all of their time to the affairs serve as trustees, officers and executive employees of the Administrator or its affiliatesTrust (including the Trust's share of payroll taxes), and the wages Adviser shall make available, without expense to the Fund, the service of its directors, officers and salaries employees who may be duly elected officers of such persons the Trust, subject to their individual consent to serve and to any limitations imposed by law. (b) The Adviser shall not be deemed required to pay pursuant to this Agreement any expenses of the Fund other than those specifically allocated to the Adviser in this section 5. In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Trust's employees as are officers or employees of the Adviser whose services may be involved, for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out-of-pocket expenses, but not including the Adviser's overhead and employee costs); fees payable to the Adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Portfolio for purposes Fund in connection with membership in investment company trade organizations; cost of this Section 3. Except as provided in the foregoing sentence, the Administrator shall not pay other expenses insurance relating to fidelity coverage for the Portfolio including, without limitation, compensation of Trustees not affiliated with the Administrator; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the PortfolioTrust's officers and employees; fees and expenses of the PortfolioFund's independent auditors, of legal counsel and Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent or registrar of the PortfolioFund; expenses of preparingpayments to the Administrator or Sub-Administrator for maintaining the Fund's financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, printing accountants, bankers and mailing reportsother specialists, notices, proxy statements and reports to investors and governmental officers and commissionsif any; expenses of preparing and mailing agendas and supporting documents for meetings share certificates; other expenses in connection with the issuance, offering, distribution or sale of Trustees and committees of Trusteessecurities issued by the Fund; expenses connected with the execution, recording relating to investor and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the Portfolio, including safekeeping of funds and securities and maintaining required books and accountspublic relations; expenses of calculating the net asset value of interests registering and qualifying shares of the PortfolioFund for sale; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of meetings printing and distributing prospectuses, Statements of investors in Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' and other meetings; the Portfolio; compensation and all expenses (specifically including travel expenses relating to the issuanceFund's business) of officers, registration Trustees and qualification employees of interests in the PortfolioTrust who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers or Trustees of the Trust who are officers, directors or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust with respect to matters concerning the Fund, or any committees thereof or advisers thereto.

Allocation of Charges and Expenses. The Administrator shall pay the entire salaries and wages of all As part of the Portfolio's Trusteesunified management fee payable hereunder, officers you will provide or cause to be furnished all supervisory and agents who devote part administrative and other services reasonably necessary for the operation of the Fund, except (unless otherwise described in the Fund’s Prospectus or all of their time otherwise agreed to in writing), the Fund will pay, in addition to the affairs of unified management fee, taxes and governmental fees, if any, levied against the Administrator or its affiliates, Fund; brokerage fees and the wages commissions and salaries of such persons shall not be deemed to be other portfolio transaction expenses incurred by or for the Portfolio for purposes Fund; costs, including interest expenses, of this Section 3. Except as provided borrowing money or engaging in the foregoing sentence, the Administrator shall not pay other expenses relating to the Portfolio types of leverage financing including, without limitationlimit, compensation through the use by the Fund of Trustees not affiliated tender option bond transactions; costs, including dividend and/or interest expenses and other costs (including, 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 Administrator; governmental fees; interest charges; taxes; membership dues in Fund’s issuance, offering, redemption and maintenance of preferred shares or other instruments (such as the Investment Company Institute allocable to use of tender option bond transactions) for the Portfoliopurpose of incurring leverage; fees and expenses of any Underlying Funds in which the Portfolio's independent auditorsFund invests; dividend and interest expenses on short positions taken by the Fund; fees and expenses, including travel expenses and fees and expenses of legal counsel and of any transfer agent or registrar retained for the benefit of the Portfolio; expenses Fund or directors of preparingthe Fund who are not officers, printing and mailing reportsemployees, noticespartners, proxy statements and reports to investors and governmental officers and commissions; expenses shareholders or members of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; expenses connected with the execution, recording and settlement of security transactions; insurance premiumsAdviser or its affiliates; fees and expenses associated with and incident to shareholder meetings and proxy solicitations involving 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 and other share repurchases and redemptions; and other extraordinary expenses, including extraordinary legal expenses, as may arise, including, without limit, expenses incurred in connection with litigation, proceedings, other claims and the legal obligations of the Portfolio's custodian for all Fund to indemnify its directors, officers, employees, shareholders, distributors and 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 PortfolioCompany who are directors, including safekeeping officers, employees, members or stockholders of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests of the Portfolio; expenses of meetings of investors in the Portfolio; and expenses relating your corporation or limited liability company. You will make available to the issuanceBoard of Directors, registration without expense to the Fund, such of your employees as the Board may request to participate in Board meetings and qualification of interests in provide such reports and other assistance as the PortfolioDirectors may reasonably request.

Allocation of Charges and Expenses. The Administrator Citi Management shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Trust all of its own expenses relating to the Portfolio including, without limitation, organization costs of the Trust; compensation of Trustees who are not "affiliated with the Administratorpersons" of Citi Management; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, placement agent, investor servicing agent, service agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, investor reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing investors of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Trust; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Trust (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioTrust's investors; and expenses relating to the issuance, registration and qualification of interests in the PortfolioTrust; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Citibank shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Portfolio all of its own expenses relating allocable to the Portfolio including, without limitation, organization costs of the Portfolio; compensation of Trustees who are not "affiliated with the Administratorpersons" of Citibank; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming beneficial interests and servicing investor accounts; expenses of preparing, typesetting, printing and mailing investor reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing commissions and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesto investors in the Portfolio; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the Portfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Portfolio (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors the Portfolio's investors; expenses relating to the issuance of beneficial interests in the Portfolio; and such nonrecurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the issuance, registration Trust on behalf of the Portfolio may be a party and qualification of interests in the Portfoliolegal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Subadviser shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 32 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of each Portfolio all of its own expenses relating allocable to the that Portfolio including, without limitation, organization costs of the Portfolio; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming beneficial interests and servicing investor accounts; expenses of preparing, typesetting, printing and mailing investor reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing commissions and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesto investors in the Portfolio; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the Portfolio, including safekeeping of funds Portfolios and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Portfolio (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors the Portfolio's investors; expenses relating to the issuance of beneficial interests in the Portfolio; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the issuanceTrust on behalf of the Portfolio may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers, registration its Subadvisers and qualification of interests in the Portfoliotheir employees with respect thereto.

Allocation of Charges and Expenses. The Administrator Subadviser shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 32 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of each Fund all of its own expenses relating allocable to the Portfolio that Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interests and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing commissions and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesto shareholders in the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's shareholders; and expenses relating to the issuance, registration and qualification issuance of shares of beneficial interests in the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers, its Subadvisers and their employees with respect thereto.

Allocation of Charges and Expenses. The Administrator DSI shall pay the entire salaries and wages of all of the PortfolioTrust's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator DSI or its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio Trust for purposes of this Section 32. Except as provided in The Trust shall pay all of its operating expenses, including but not limited to fees due the foregoing sentence, the Administrator shall not pay other expenses relating to the Portfolio including, without limitationSponsor under this Agreement, compensation of Trustees not affiliated with the Administrator; Sponsor, governmental fees, including but not limited to Securities and Exchange Commission fees and state "blue sky" fees; interest charges; taxestaxes and related charges; membership dues of the Trust in the Investment Company Institute allocable to the Portfolioand other professional or industry associations; fees and expenses of the PortfolioTrust's independent auditorsauditors and accountants, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, recordkeeper, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of distributing, issuing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to investors shareholders and governmental officers and commissions; expenses of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the PortfolioTrust's custodian for all services to the PortfolioTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests shares of the PortfolioTrust; expenses of meetings of investors in the Portfolioshareholder meetings; and expenses relating to the issuance, registration and qualification of interests in shares of any series of the PortfolioTrust.

Allocation of Charges and Expenses. The Administrator DSI shall pay the entire salaries and wages of all of the PortfolioTrust's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator DSI or its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio Trust for purposes of this Section 32. Except as provided in the foregoing sentenceThe Trust shall pay all of its operating expenses, including but not limited to fees due the Administrator shall not pay other expenses relating to the Portfolio including, without limitationunder this Agreement, compensation of Trustees not affiliated with the Administrator; , governmental fees, including but not limited to Securities and Exchange Commission fees and state "blue sky" fees; interest charges; taxestaxes and related charges; membership dues of the Trust in the Investment Company Institute allocable to the Portfolioand other professional or industry associations; fees and expenses of the PortfolioTrust's independent auditorsauditors and accountants, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, recordkeeper, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of distributing, issuing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to investors shareholders and governmental officers and commissions; expenses of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the PortfolioTrust's custodian for all services to the PortfolioSeries, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests shares of the PortfolioSeries; expenses of meetings of investors in the Portfolioshareholder meetings; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioSeries of the Trust.

Allocation of Charges and Expenses. The Administrator SBDS shall pay the entire salaries and wages of all of the PortfolioTrust's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator SBDS or its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio Trust for purposes of this Section 32. Except as provided in the foregoing sentence, the Administrator Trust shall not pay other all of its own expenses relating to the Portfolio including, without limitation, compensation of Trustees not affiliated with SBDS; all out-of-pocket expenses and disbursements for the Administrator; benefit of a Fund, including, but not limited to, legal fees incurred by SBDS pursuant to Section 4 herein, photocopying and courier (including express mail) charges, governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the PortfolioTrust; fees and expenses of the PortfolioTrust's independent auditors, of legal counsel and of any custodian, any transfer agent agent, distributor or registrar or dividend disbursing agent of the PortfolioTrust; expenses of distributing and redeeming Shares and servicing shareholder accounts; expenses of preparing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to investors the Funds' shareholders and governmental officers and commissionscommissions and the costs of producing and distributing copies of such documents to others; expenses of preparing reproducing and mailing agendas distributing materials for the Board and supporting documents for meetings other attendees of Trustees and committees of TrusteesBoard meetings; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the Portfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests of the Portfolio; expenses of meetings of investors in shareholders of the Portfolio; Funds and expenses relating to the issuance, registration of the Trust and qualification the issuance of interests in Shares of the PortfolioFunds.

Allocation of Charges and Expenses. The Administrator Subadviser shall pay the entire salaries furnish at ---------------------------------- its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 32 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Fund all of its own expenses relating allocable to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated with persons" of the AdministratorManager; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's Trustees and of the Fund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of beneficial interest of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. ▇▇▇▇▇▇ shall bear all of the expenses incurred in connection with carrying out its duties hereunder. The Administrator Portfolio shall pay the entire salaries and wages of all of the Portfolio's Trusteesusual, officers and agents who devote part customary or all of their time to the affairs of the Administrator or its affiliates, and the wages and salaries of such persons shall not be deemed to be extraordinary expenses incurred by the Portfolio for purposes of this Section 3. Except as provided in the foregoing sentencePortfolio, the Administrator shall not pay other expenses relating to the Portfolio including, including without limitation, limitation compensation of Trustees not affiliated with the AdministratorTrustees; federal and state governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Portfolio; fees and expenses of any provider other than ▇▇▇▇▇▇ of services to the Portfolio's Portfolio under a co-administration agreement (the "Co-Administrator"), ▇▇▇▇▇▇ pursuant to the Investment Advisory Agreement and this Agreement, ▇▇▇▇▇▇▇▇ Group, Inc. pursuant to the Portfolio Fund Services Agreement, the Custodian for all services to the Portfolio (including safekeeping of funds and securities and maintaining required books and accounts), independent auditors, of legal counsel and of any transfer agent, registrar or dividend disbursing agent or registrar of the Portfolio; brokerage expenses; expenses of preparing, printing and mailing reports, notices, proxy statements and reports to investors and governmental officers offices and commissions; expenses of preparing preparing, printing and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the Portfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests of in the Portfolio; expenses of meetings of investors in the Portfolio; and expenses relating to the issuance, registration and qualification issuance of interests in the Portfolio; and litigation and indemnification expenses.

Allocation of Charges and Expenses. The Administrator Manager shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Portfolio all of its own expenses relating allocable to the Portfolio including, without limitation, organization costs of the Portfolio; compensation of Trustees who are not "affiliated with persons" of the AdministratorManager; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming beneficial interests and servicing investor accounts; expenses of preparing, typesetting, printing and mailing investor reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing commissions and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesto investors in the Portfolio; expenses connected with the execution, recording and settlement of security security, option and futures transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the Portfolio, including safekeeping of funds funds, securities, options, and securities futures and maintaining required books and accounts; expenses of calculating the net asset value of interests the Portfolio (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors the Portfolio's investors; expenses relating to the issuance of beneficial interests in the Portfolio; and such nonrecurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the issuance, registration Trust on behalf of the Portfolio may be a party and qualification of interests in the Portfoliolegal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator IBT shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under this agreement. It is understood that the Trust will pay the entire salaries and wages of all from assets of the Portfolio's Trustees, officers and agents who devote part or all of their time Portfolios its own expenses allocable to the affairs of the Administrator or its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this Section 3. Except as provided in the foregoing sentence, the Administrator shall not pay other expenses relating to the Portfolio Portfolios including, without limitation, organization costs of the Portfolios; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming Interests and servicing investor accounts; expenses of preparing, typesetting, printing and mailing reportsregistration statements, reports to investors, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioPortfolios, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Portfolios (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the Portfolio; and expenses relating to the issuanceissuance and registration of Interests; and such non-recurring or extraordinary expenses as may arise, registration including those relating to actions, suits or proceedings to which the Trust on behalf of any Portfolio may be a party and qualification of interests in the Portfoliolegal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator SSB Citi shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of each Fund all of its own expenses relating allocable to the Portfolio that Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated with persons" of the AdministratorTrust or SSB Citi; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such nonrecurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator SBDS shall pay the entire salaries and wages of all of the PortfolioTrust's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator SBDS or its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio Trust for purposes of this Section 32. Except as provided in the foregoing sentence, the Administrator shall not Trust will pay other all of its own expenses relating to the Portfolio including, without limitation, compensation of Trustees not affiliated with the Administrator; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the PortfolioTrust; fees and expenses of the PortfolioTrust's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of distributing and redeeming Shares and servicing shareholder accounts; expenses of preparing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to investors shareholders and governmental officers and commissions; expenses of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the PortfolioTrust's custodian for all services to the PortfolioTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests shares of the PortfolioTrust; expenses of shareholder meetings of investors in the Portfolio; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioTrust.

Allocation of Charges and Expenses. The Administrator Adviser shall pay furnish at its own expense all necessary administrative services, including office space, equipment, clerical personnel, investment advisory facilities, and executive and supervisory personnel for managing the entire salaries investments of each Series, effecting the portfolio transactions of each Series, and, in general, administering the Trust's affairs. The Adviser shall arrange, if desired by the Trust, for Directors, officers and wages of all employees of the Portfolio's Adviser or its "affiliates" to service without compensation as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and agents who devote part or subject to their individual consent and to any limitations imposed by law. It is understood that the Trust will pay all of their time to the affairs of the Administrator or its affiliates, and the wages and salaries of such persons shall not be deemed to be own expenses incurred by the Portfolio for purposes of this Section 3. Except as provided in the foregoing sentence, the Administrator shall not pay other expenses relating to the Portfolio including, without limitation, compensation of those Trustees who are not affiliated "affiliated" with the AdministratorAdviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent or registrar of the PortfolioTrust; expenses of repurchasing and redeeming shares; expenses of preparing, printing and mailing prospectuses, shareholder reports, notices, proxy statements and reports to investors and shareholders, governmental officers and or commissions; expenses of preparing brokerage and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; other expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests shares of the Portfolio; expenses of meetings of investors each Series in the Portfoliomanner described in the Trust's then-current Prospectus; and expenses relating to the issuance, registration and qualification of interests in the Portfolioshareholder meetings.

Allocation of Charges and Expenses. The Administrator (a) KLD shall pay the entire salaries and wages of all of the PortfolioTrust's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator KLD and Signature Broker-Dealer Services, Inc. or its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio Trust for purposes of this Section 32. Except as provided in (b) The Sponsor shall pay all of the foregoing sentence, the Administrator shall not pay other Trust's operating expenses relating to the Portfolio including, without limitation, compensation of Trustees not affiliated with the AdministratorSponsor; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the PortfolioTrust; fees and expenses of the PortfolioTrust's independent auditors, of legal counsel and of any investment adviser or manager, administrator, transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of preparing, printing and mailing reports, notices, proxy statements and reports to the Trust's investors and governmental officers and commissions; expenses of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the PortfolioTrust's custodian for all services to the PortfolioTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests shares of the PortfolioTrust; expenses of meetings of investors in the Portfolioinvestors; and expenses relating to the issuance, registration and qualification of interests in Shares of the PortfolioTrust but excluding (y) the fees payable by the Trust to the Sponsor pursuant to Section 3 of this Agreement and (z) brokerage fees and commissions, interest charges, taxes and extraordinary expenses.

Allocation of Charges and Expenses. The Administrator Except as otherwise specifically provided in this Section 3, the Sub-adviser shall pay the entire salaries compensation and wages expenses of all of the Portfolio's Trusteesits directors, partners, officers and agents employees, if any, who devote part or all of their time to the affairs serve as officers and executive employees of the Administrator or its affiliatesTrust (including the Funds' share of payroll taxes), and the wages Sub-adviser shall make available, without expense to the Funds, the service of its directors, partners, officers and salaries employees, if any, who may be duly elected officers of such persons the Trust, subject to their individual consent to serve and to any limitations imposed by law. The Sub-adviser shall not be deemed required to be pay any expenses incurred by of the Portfolio for purposes of Funds other than those specifically allocated to the Sub-adviser in this Section 3. Except as provided in In particular, but without limiting the foregoing sentencegenerality of the foregoing, the Administrator Sub-adviser shall not pay be responsible for the following expenses of the Funds: organization and offering expenses of the Funds (including out-of-pocket expenses); fees payable to any other expenses relating to the Portfolio includingFund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, without limitationtelex, compensation of Trustees not affiliated with the Administratorfacsimile, postage and other communications expenses; taxes and governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable and expenses incurred by or with respect to the PortfolioFunds in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust's officers and employees; fees and expenses of the Portfolio's independent auditorsany custodian, of legal counsel and of any subcustodian, transfer agent, registrar, or dividend disbursing agent or registrar of the PortfolioFunds; expenses of preparing, printing and mailing reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing and mailing agendas and supporting documents payments for meetings of Trustees and committees of Trustees; expenses connected with maintaining the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the Portfolio, including safekeeping of funds and securities and maintaining required Funds' financial books and accounts; expenses of records and calculating the daily net asset value of interests of the PortfolioFunds' shares; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses relating to investor and public relations; expenses of meetings registering and qualifying shares of investors the Funds for sale (if any); freight, insurance and other charges in connection with the Portfolioshipment of the portfolio securities of the Funds; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Funds, or of entering into other transactions or engaging in any investment practices with respect to the Funds; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery; litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses (specifically including travel expenses relating to the issuanceFunds' business) of officers, registration trustees and qualification employees of interests in the PortfolioTrust who are not interested persons of the Sub-adviser; and travel expenses (or an appropriate portion thereof) of officers or trustees of the Trust who are officers, directors or employees of the Sub-adviser to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust or any committees thereof or advisers thereto.

Allocation of Charges and Expenses. The Administrator Sun Capital shall pay furnish at its own expense sub-investment advisory and administrative services, office space, equipment and clerical personnel necessary for serving as sub-investment adviser to the entire salaries Fund, and wages investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions. Sun Capital will not be responsible for expenses of all MFS or the Fund, including, but not limited to, the following: the Fund's legal, auditing and accounting expenses; expenses of maintenance of the PortfolioFund's Trusteesbooks and records other than those required to be maintained by Sun Capital, officers and agents who devote part or all of their time to the affairs including computation of the Administrator or its affiliatesFund's daily net asset value per share and dividends; interest, taxes, governmental fees and the wages and salaries of such persons shall not be deemed to be expenses membership dues incurred by the Portfolio for purposes Fund; fees of this Section 3. Except as provided in the foregoing sentenceFund's custodians, transfer agents, registrars or other agents; expenses of preparing the Administrator shall not pay other Fund's share certificates; expenses relating to the Portfolio including, without limitation, compensation redemption or repurchase of Trustees not affiliated with the AdministratorFund's shares; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Portfolio; fees and expenses of the Portfolio's independent auditors, of legal counsel registering and of any transfer agent or registrar of the Portfolioqualifying Fund shares for sale under applicable federal and state laws; expenses of preparing, setting in print, printing and mailing distributing prospectuses, reports, noticesnotices and dividends to Fund investors; cost of Fund stationery; costs of Trustee, proxy statements shareholder and reports to investors other meetings of the MFS Institutional Trust (the "Trust") or the Fund; traveling expenses of officers, trustees and governmental employees of the Trust or Fund; fees of the Trust's trustees and salaries of any officers or employees of the Trust or Fund; and the Fund's pro rata portion of premiums on any fidelity bond and other insurance covering the Trust or the Fund and their officers and commissions; expenses of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the Portfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests of the Portfolio; expenses of meetings of investors in the Portfolio; and expenses relating to the issuance, registration and qualification of interests in the Portfoliotrustees.

Allocation of Charges and Expenses. The Administrator SBFM shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Fund all of its own expenses relating allocable to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated with the Administratorpersons" of SBFM; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's Trustees and of the Fund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Submanager shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 32 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other all of its own expenses relating and the expenses allocated to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not affiliated with “interested persons” of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioFund; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioFund; expenses relating to the issuance and redemption of beneficial interests in the Fund and servicing investor accounts; expenses of preparing, typesetting, printing and mailing investor reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing commissions and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesto investors in the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and Information Classification: Company Internal expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services; expenses of meetings of investors in the PortfolioFund’s investors; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the issuance, registration Trust on behalf of the Fund may be a party and qualification of interests in the Portfoliolegal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Manager shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Fund all of its own expenses relating allocable to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security security, option, and futures transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds funds, securities, options, and securities futures and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such nonrecurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator shall Adviser will pay the entire salaries and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses costs incurred by the Portfolio for purposes Adviser in connection with the performance of its duties under Section 2 of this Investment Management Agreement. The Adviser will not be required to bear any expenses of the Fund other than those specifically allocated to the Adviser in this Section 36. Except as provided in In particular, but without limiting the foregoing sentencegenerality of the foregoing, the Administrator shall Adviser will not be required to pay expenses related to: (i) interest and taxes; (ii) brokerage commissions; (iii) premiums for fidelity and other expenses relating insurance coverage requisite to the Portfolio including, without limitation, compensation of Trustees not affiliated with Fund’s operations; (iv) the Administrator; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Portfolio; fees and expenses of the Portfolio's independent auditorsits non-interested trustees; (v) legal, of legal counsel audit and of any fund accounting expenses; (vi) custodian and transfer agent or registrar fees and expenses; (vii) expenses incident to the repurchase of its shares; (viii) fees and expenses related to the registration under federal and state securities laws of shares of the PortfolioFund for public sale; (ix) expenses of preparing, printing and mailing prospectuses, reports, noticesnotices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund’s shareholders; and (xi) such extraordinary non-recurring expenses as may arise, proxy statements including litigation affecting the Fund and reports any obligation which the Fund may have to investors and governmental indemnify its officers and commissions; expenses Trustees with respect thereto. Any officer or employee of preparing and mailing agendas and supporting documents for meetings the Adviser or of Trustees and committees of Trustees; expenses connected any entity controlling, controlled by or under common control with the executionAdviser, recording and settlement of security transactions; insurance premiums; fees and expenses who may also serve as officers, trustees or employees of the Portfolio's custodian Fund shall not receive any compensation from the Fund for all their services, with the exception of the chief compliance officer of the Fund, who may be compensated by the Fund for services provided to the Portfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests of the Portfolio; expenses of meetings of investors in the Portfolio; and expenses relating to the issuance, registration and qualification of interests in the PortfolioFund.

Allocation of Charges and Expenses. The Administrator Subadviser shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 32 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Fund all of its own expenses relating allocable to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interests and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing commissions and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesto shareholders in the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's shareholders; and expenses relating to the issuance, registration and qualification issuance of shares of beneficial interests in the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Submanager shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 32 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Master Trust will pay other all of its own expenses relating and the expenses allocated to the Portfolio Master Fund including, without limitation, organization costs of the Master Fund; compensation of Trustees who are not affiliated with “interested persons” of the AdministratorMaster Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioMaster Fund; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioMaster Fund; expenses relating to the issuance and redemption of beneficial interests in the Master Fund and servicing investor accounts; expenses of preparing, typesetting, printing and mailing investor reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing commissions and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesto investors in the Master Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioMaster Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Master Fund (including but not limited to the fees of the Portfolioindependent pricing services; expenses of meetings of investors in the PortfolioMaster Fund’s investors; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the issuance, registration Master Trust on behalf of the Master Fund may be a party and qualification of interests in the Portfoliolegal obligation which the Master Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator SBFM shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of each Fund all of its own expenses relating allocable to the Portfolio that Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated with the Administratorpersons" of SBFM; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's Trustees and of the Fund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Citibank shall pay the entire salaries and wages of all of the Portfolioeach Trust's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator Citibank or its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio Trust for purposes of this Section 32. Except as provided in the foregoing sentence, the Administrator shall not each Trust will pay other all of its own expenses relating to the Portfolio including, without limitation, compensation of Trustees not affiliated with the Administrator; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the PortfolioTrust; fees and expenses of the Portfolioeach Fund's investment adviser or advisers; fees and expenses of independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of distributing and redeeming Shares and Interests and servicing shareholder or investor accounts; expenses of preparing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to shareholders or investors and governmental officers and commissions; expenses of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the PortfolioTrust's custodian for all services to the PortfolioTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests Shares of the Portfolioor Interests in each Fund; expenses of meetings of investors in the Portfolioshareholder or investor meetings; and expenses relating to the issuance, registration and qualification of interests Shares of or Interests in the Portfolioeach Fund.

Allocation of Charges and Expenses. The Administrator Subadviser shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 32 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Fund all of its own expenses relating allocable to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not affiliated with 'Interested persons" of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interests and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing commissions and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesto shareholders in the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's shareholders; and expenses relating to the issuance, registration and qualification issuance of shares of beneficial interests in the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Domini shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other all of its own expenses relating to the Portfolio including, without limitation, organization costs of the Trust; compensation of Trustees who are not affiliated with “interested persons” of the AdministratorTrust; governmental fees, including but not limited to Securities and Exchange Commission fees and state “blue sky” fees, if any; interest chargesexpense; loan commitment fees; taxes; brokerage fees and commissions; membership dues in the Investment Company Institute allocable to the Portfolioindustry and professional associations; fees and expenses of the Portfolio's independent auditorsauditors and accountants, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, recordkeeper, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses relating to the issuance and redemption of shares of beneficial interest of the Fund and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of independent pricing services); expenses connected with maintaining the PortfolioTrust’s existence as a Massachusetts business trust; expenses of meetings of investors in the PortfolioFund’s shareholders; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the issuance, registration Trust on behalf of the Fund may be party and qualification of interests in the Portfoliolegal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Citibank shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Fund all of its own expenses relating allocable to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds Funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Citibank shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Fund all of its own expenses relating allocable to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Citi Management shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of each Fund all of its own expenses relating allocable to the Portfolio that Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated with the Administratorpersons" of Citi Management; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's Trustees and of the Fund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Submanager shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 32 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other all of its own expenses relating to the Portfolio including, without limitation, organization costs of the Trust; compensation of Trustees who are not affiliated with “interested persons” of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses relating to the issuance and redemption of shares of beneficial interest of the Fund and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund’s shareholders; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the issuance, registration Trust on behalf of the Fund may be a party and qualification of interests in the Portfoliolegal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator TT International shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Fund all of its own expenses relating allocable to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security security, option, and futures transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds funds, securities, options, and securities futures and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such nonrecurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator DSI shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, the Administrator shall not pay other expenses relating to it is understood that the Portfolio will pay all of its own expenses including, without limitation, organization costs of the Portfolio; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorPortfolio; governmental fees, including but not limited to Securities and Exchange Commission fees and state "blue sky" fees, if any; interest chargesinterest; loan commitment fees; taxes; brokerage fees and commissions; membership dues in the Investment Company Institute allocable to the Portfolioindustry and professional associations; fees and expenses of the Portfolio's independent auditorsauditors and accountants, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, recordkeeper, registrar or dividend disbursing agent or registrar of the Portfolio; expenses relating to the issuance and redemption of beneficial interests in the Portfolio and servicing investor accounts; expenses of preparing, typesetting, printing and mailing mailing: registration statements for regulatory purposes and for distribution to current investors, investor reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing commissions and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesto investors in the Portfolio; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the Portfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Portfolio (including but not limited to the fees of independent pricing services); expenses connected with maintaining the Portfolio's existence as a New York trust; expenses of meetings of investors in the Portfolio's investors; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the issuance, registration Portfolio may be party and qualification of interests in the Portfoliolegal obligation which the Portfolio may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Smith Barney Management shall pay the entire salaries furnish at its own expense all necess▇▇▇ ▇▇▇▇▇▇▇▇, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Fund all of its own expenses relating allocable to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated with the Administratorpersons" of Smith Barney Management; governmental fees; interest charges; broke▇▇▇▇ ▇▇▇▇ ▇▇d commissions; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's Trustees and of the Fund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Adviser shall pay furnish to the entire salaries Fund, at the Adviser's expense, office space, local telephone service and wages utilities, and shall be responsible for the compensation of all of the Portfolio's Trusteesdirectors, officers and agents employees of the Fund who devote part or are Interested Persons of the Adviser. The Fund shall be responsible for and shall pay all of their time to the affairs of the Administrator or its affiliatesown expenses, debts and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this Section 3. Except as provided in the foregoing sentence, the Administrator shall not pay other expenses relating to the Portfolio liabilities including, without limitation, all of the following: the compensation of Trustees directors who are not affiliated with Interested Persons of the AdministratorAdviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to and the PortfolioNo-Load Mutual Fund Association, Inc.; fees and expenses of the Portfolio's independent auditors, of its legal counsel and of any its independent accountants and auditors; all charges of each transfer agent, registrar, custodian and disbursing agent or registrar of the PortfolioFund for all services to the Fund including, without limitation, those relating to safekeeping of funds and securities, issuance and redemption of shares of the Fund, solicitation of shareholder votes, shareholder confirmations and statements, mailings to shareholders and keeping of shareholder accounts and records; expenses of issuing, delivering, re-purchasing and redeeming shares; expenses of preparing, printing and mailing stock certificates, prospectuses, shareholders' reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing brokerage and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; other expenses connected with the execution, recording and settlement execution of portfolio security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the Portfolio, including safekeeping solicitation of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests of the Portfolio; expenses of meetings of investors in the Portfolioshareholder votes; and expenses relating to the issuance, registration and qualification of interests shares of the Fund under the Securities Act of 1933, as amended, and state securities or "blue sky" laws; PROVIDED, HOWEVER, that the Adviser will reimburse the Fund for such expenses to the extent provided in the Portfolioss. 5 below.

Allocation of Charges and Expenses. The Administrator Except as otherwise specifically provided in this Section 3, the Sub-adviser shall pay the entire salaries compensation and wages expenses of all of the Portfolio's Trusteesits directors, partners, officers and agents employees, if any, who devote part or all of their time to the affairs serve as officers and executive employees of the Administrator or its affiliatesTrust (including the Fund's share of payroll taxes), and the wages Sub-adviser shall make available, without expense to the Fund, the service of its directors, partners, officers and salaries employees, if any, who may be duly elected officers of such persons the Trust, subject to their individual consent to serve and to any limitations imposed by law. The Sub-adviser shall not be deemed required to be pay any expenses incurred by of the Portfolio for purposes of Fund other than those specifically allocated to the Sub-adviser in this Section 3. Except as provided in In particular, but without limiting the foregoing sentencegenerality of the foregoing, the Administrator Sub-adviser shall not pay be responsible for the following expenses of the Fund: organization and offering expenses of the Fund (including out-of-pocket expenses); fees payable to any other expenses relating to the Portfolio includingFund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, without limitationtelex, compensation of Trustees not affiliated with the Administratorfacsimile, postage and other communications expenses; taxes and governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable and expenses incurred by or with respect to the PortfolioFund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust's officers and employees; fees and expenses of the Portfolio's independent auditorsany custodian, of legal counsel and of any subcustodian, transfer agent, registrar, or dividend disbursing agent or registrar of the PortfolioFund; expenses of preparing, printing and mailing reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses of preparing and mailing agendas and supporting documents payments for meetings of Trustees and committees of Trustees; expenses connected with maintaining the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the PortfolioFund's custodian for all services to the Portfolio, including safekeeping of funds and securities and maintaining required financial books and accounts; expenses of records and calculating the daily net asset value of interests of the PortfolioFund's shares; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses relating to investor and public relations; expenses of meetings registering and qualifying shares of investors the Fund for sale (if any); freight, insurance and other charges in connection with the Portfolioshipment of the portfolio securities of the Fund; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Exhibit (d)(11) Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery; litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses (specifically including travel expenses relating to the issuanceFund's business) of officers, registration trustees and qualification employees of interests in the PortfolioTrust who are not interested persons of the Sub-adviser; and travel expenses (or an appropriate portion thereof) of officers or trustees of the Trust who are officers, directors or employees of the Sub-adviser to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust or any committees thereof or advisers thereto.

Allocation of Charges and Expenses. The Administrator Domini shall pay the entire salaries and wages of all of the PortfolioTrust's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator Domini or its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio Trust for purposes of this Section 32. Except as provided in The Trust shall pay all of its operating expenses, including but not limited to fees due the foregoing sentence, the Administrator shall not pay other expenses relating to the Portfolio including, without limitationSponsor under this Agreement, compensation of Trustees not affiliated with the Administrator; Sponsor, governmental fees, including but not limited to Securities and Exchange Commission fees and state "blue sky" fees; interest charges; taxestaxes and related charges; membership dues of the Trust in the Investment Company Institute allocable to the Portfolioand other professional or industry associations; fees and expenses of the PortfolioTrust's independent auditorsauditors and accountants, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, recordkeeper, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of distributing, issuing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to investors shareholders and governmental officers and commissions; expenses of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the PortfolioTrust's custodian for all services to the PortfolioTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests shares of the PortfolioTrust; expenses of meetings of investors in the Portfolioshareholder meetings; and expenses relating to the issuance, registration and qualification of interests in shares of any series of the PortfolioTrust.

Allocation of Charges and Expenses. The Administrator Subadviser shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 32 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Fund all of its own expenses relating allocable to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated with persons" of the AdministratorManager; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's Trustees and of the Fund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of beneficial interest of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator LFBDS shall pay the entire salaries and wages of all of the PortfolioTrust's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator LFBDS or its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio Trust for purposes of this Section 32. Except as provided in the foregoing sentence, the Administrator shall not Trust will pay other all of its own expenses relating to the Portfolio including, without limitation, compensation of Trustees not affiliated with the Administrator; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the PortfolioTrust; fees and expenses of the PortfolioTrust's investment adviser or advisers; fees and expenses of independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of distributing and redeeming Shares and servicing shareholder accounts; expenses of preparing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to investors shareholders and governmental officers and commissions; expenses of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the PortfolioTrust's custodian for all services to the PortfolioTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests shares of the PortfolioTrust; expenses of meetings of investors in the Portfolioshareholder meetings; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioTrust.

Allocation of Charges and Expenses. The Administrator SBAM shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Fund all of its own expenses relating allocable to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated with the Administratorpersons" of SBAM; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's Trustees and of the Fund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Smith Barney Management shall pay the entire salaries furnish at its own expense all necessary ▇▇▇▇▇▇▇▇, ▇acilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of each Fund all of its own expenses relating allocable to the Portfolio that Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated with the Administratorpersons" of Smith Barney Management; governmental fees; interest charges; brokerag▇ ▇▇▇▇ ▇▇▇ ▇ommissions; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's Trustees and of the Fund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Administrator Adviser shall pay furnish at its own expense all necessary administrative services, including office space, equipment, clerical personnel, investment advisory facilities, and executive and supervisory personnel for managing the entire salaries and wages investments of all each Series, effecting the portfolio transactions of each Series, and, in general, administering the PortfolioTrust's Trusteesaffairs. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser or its "affiliates" to serve without compensation as Trustees, officers, or agents who devote part of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law. It is understood that the Trust will pay all of their time to the affairs of the Administrator or its affiliates, and the wages and salaries of such persons shall not be deemed to be own expenses incurred by the Portfolio for purposes of this Section 3. Except as provided in the foregoing sentence, the Administrator shall not pay other expenses relating to the Portfolio including, without limitation, compensation of those Trustees who are not affiliated "affiliated" with the AdministratorAdviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent or registrar of the PortfolioTrust; expenses of repurchasing and redeeming shares; expenses of preparing, printing printing, and mailing prospectus, shareholder reports, notices, proxy statements and reports to investors and shareholders, governmental officers and or commissions; expenses of preparing brokerage and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; other expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests shares of the Portfolio; expenses of meetings of investors each Series in the Portfoliomanner described in the trust's then-current Prospectus; and expenses relating to the issuance, registration and qualification of interests in the Portfolioshareholder meetings.

Allocation of Charges and Expenses. The Administrator shall pay the entire salaries and wages of all of the PortfolioTrust's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio Trust for purposes of this Section 34. Except as provided in the foregoing sentence, the Administrator shall not pay other expenses relating to the Portfolio Trust including, without limitation, compensation of Trustees not affiliated with the Administrator; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the PortfolioTrust; fees and expenses of the PortfolioTrust's independent auditors, of legal counsel and of any transfer custodian, distributor, shareholder servicing agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of distributing and redeeming Shares and servicing shareholder accounts; expenses of preparing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to investors shareholders and governmental officers and commissions; expenses of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trustees; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the PortfolioTrust's custodian for all services to the PortfolioTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests Shares of the PortfolioTrust; expenses of meetings of investors in the Portfolioshareholder meetings; and expenses relating to the issuance, registration and qualification of interests in Shares of the PortfolioTrust.

Allocation of Charges and Expenses. The Administrator Citibank shall pay the entire salaries furnish at its own expense all necessary services, facilities and wages of all of the Portfolio's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or personnel in connection with its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Portfolio for purposes of this responsibilities under Section 31 above. Except as provided in the foregoing sentence, it is understood that the Administrator shall not Trust will pay other from the assets of the Fund all of its own expenses relating allocable to the Portfolio Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not affiliated with "interested persons" of the AdministratorTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the PortfolioTrust; fees and expenses of the Portfolio's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent or registrar of the PortfolioTrust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to investors and governmental officers and commissions; expenses commissions and to existing shareholders of preparing and mailing agendas and supporting documents for meetings of Trustees and committees of Trusteesthe Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the Portfolio's custodian for all services to the PortfolioFund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of interests the Fund (including but not limited to the fees of the Portfolioindependent pricing services); expenses of meetings of investors in the PortfolioFund's shareholders; and expenses relating to the issuance, registration and qualification of interests in shares of the PortfolioFund; and such nonrecurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.