Common use of Allocation of Costs and Expenses Clause in Contracts

Allocation of Costs and Expenses. The Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; fees of the Fund's custodian, transfer and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing reports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund's operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services.

Allocation of Costs and Expenses. (a) The Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Funds. (b) Each Fund shall bear and pay for all other expenses of its operationoperation (including its proportionate share of the general expenses of the Company) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, including but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; (ii) fees of the FundCompany's custodian, custodian and transfer and shareholder servicing agent; (iii) costs and expenses of pricing and calculating the daily net asset value of the shares per share for each class of the Fund and of maintaining the books of account and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and TrusteesDirectors, other than those called solely to accommodate the Adviser; salaries of officers and fees (v) compensation and expenses of Trustees or members of any advisory board or committee Directors who are not affiliated with or interested persons of the Fund Company or the AdviserAdviser ("Disinterested Directors"); salaries (vi) the costs of personnel involved in placing orders for the execution any liability, uncollectible items of the portfolio transactions of the Fund deposit and other insurance or in maintaining registration of shares of the Fund under state securities lawsfidelity bond; insurance premiums on property or personnel of the Fund which inure to its benefit; (vii) the cost of preparing preparing, printing, and printing reportsdistributing prospectuses and statements of additional information, any supplements thereto, proxy statements statements, and prospectuses of the Trust or other communications reports for distribution to its existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses or of registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and all other charges governmental fees; and costs associated with the Fund's operations, plus any (xiii) extraordinary and non-recurring expenses, except as otherwise prescribed herein. . (c) To the extent the Adviser incurs any costs or performs any services which are an obligation of the a Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such servicescosts.

Allocation of Costs and Expenses. The Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; fees of the Fund's Fund s custodian, transfer and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing reportsr e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund's Fund s operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services.

Allocation of Costs and Expenses. The Sub-Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund Portfolios and the Funds shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fundshares; fees of the Fund's custodian, custodian and transfer and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Sub-Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund Trust, the Adviser or the Sub-Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities lawstransactions; insurance premiums on property or personnel of the Fund Portfolios and the Funds which inure to its their benefit; the cost of preparing and printing reports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; the Trust's portion of any Rule 24f-2 fees under the 1940 Act; fees and expenses or of registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund's Portfolios' and the Funds' operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation The Portfolios, as shareholders of the Fund as set forth herein underlying Funds, will indirectly bear a proportionate share of any investment advisory fees and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred other expenses paid by the Adviser in rendering such servicesunderlying Funds.

Allocation of Costs and Expenses. The Adviser shall bear reimburse the Fund monthly for any salaries paid by the Fund to officers, Directors, and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any subfull-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses time employees of the Fund who also are officers, general partners or employees of the Adviser or its affiliates. Except for such subaccounting, recordkeeping, and administrative services which are to be provided by the Adviser to the Fund under the Administrative Services Agreement between the Fund and the Adviser dated October 20, 1993, which was approved on October 20, 1993, by the Fund's board of directors, including all of the independent directors, at the Fund's request the Adviser shall also furnish to the Fund, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Directors of the Fund. These services will include, among other things, the maintenance (but not preparation) of the Fund's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Fund shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities as may be reasonably requested by the Fund from time to time. Except to the extent expressly assumed by the Adviser herein and except to the extent required by law to be paid by the Adviser, the Fund shall pay all costs and expenses incurred in connection with the issuance operations and registration of shares organization of the Fund; fees . Without limiting the generality of the Fund's custodianforegoing, transfer and shareholder servicing agent; such costs and expenses payable by the Fund include the following: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Fund and any Portfolio in connection with securities transactions to which the Fund or any Portfolio is a party or in connection with securities owned by the Fund or any Portfolio; (b) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and calculating legal counsel for the daily net asset value of Fund or for any Portfolio; (c) the shares interest on indebtedness, if any, incurred by the Fund or any Portfolio; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Fund or any Portfolio to federal, state, county, city, or other governmental agents; (e) the fees and expenses involved in maintaining the registration and qualification of the Fund and of maintaining the books of account required its shares under laws administered by the 1940 Act; expenditures Securities and Exchange Commission or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (f) the compensation and expenses of its Directors; (g) the costs of printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Fund's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs, fees or other expenses arising in connection with meetings the organization and filing of shareholders the Fund's Articles of Incorporation, including its initial registration and Trusteesqualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any state and the approval of the Fund's operations by any other than those called solely to accommodate federal or state authority; (i) the Adviser; salaries expenses of officers repurchasing and redeeming shares of the Fund; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates representing shares of beneficial interest of the Fund; (l) extraordinary expenses, including fees and expenses disbursements of Trustees Fund counsel, in connection with litigation by or members of any advisory board or committee who are not affiliated with or interested persons of against the Fund or the Adviser; salaries of personnel involved in placing orders any Portfolio; (m) premiums for the execution fidelity bond maintained by the Fund pursuant to Section 17(g) of the portfolio transactions 1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to the Adviser as an insured thereunder); (n) association and institute dues; and (o) the expenses, if any, of the Fund or in maintaining registration of distributing shares of the Fund paid by the Fund pursuant to a Plan and Agreement of Distribution adopted under state securities laws; insurance premiums on property or personnel Rule 12b-1 of the Fund which inure to its benefit; the cost Investment Company Act of preparing and printing reports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund's operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services1940.

Allocation of Costs and Expenses. The Adviser Each Company shall bear all costs and pay expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses that have been incurred by the Administrator on behalf of rendering its services pursuant the Company on the terms and conditions set forth in Section 5. These costs and expenses shall include, but not be limited to: (a) office administration; (b) allocable portion of expenses and rent pertaining to the terms Administrator’s duties performed hereunder; (c) allocable portion of salaries, rent and expenses, including board meeting travel expenses, of executive officers of the Administrator also serving in the capacity of chief financial officer and chief compliance officer of the Company (subject to approval by a majority of the Independent Trustees); (d) costs associated with the monitoring and preparation of regulatory reporting, including registration statement amendments, prospectus supplements, and tax reporting; (e) costs and expenses related to preparation for, and conducting of, Board of Trustees and annual shareholder meetings, secretarial services, oversight of corporate calendar, shareholder and director communications and services; (f) costs and expenses related to soliciting and oversight of risk management protocols, including fidelity bond, and director and officers insurance policies; (g) costs and expenses related to coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto; and (h) costs and expenses related to preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications. The Administrator shall use commercially reasonable efforts to prepare, prior to each fiscal year end of a Company, an estimated budget for anticipated costs and expenses related hereunder in such form and substance as shall be requested by the Board of Trustees of the Company. Each Company acknowledges that this estimated budget is for reporting purposes only and it shall remain obligated to reimburse the Administrator, subject to the limitations below, for any costs and expenses that may exceed the initial or any amended budget as approved by the Board of Trustees (the “Approved Budget”). The Administrator shall obtain subsequent approval from the Board of Trustees of a Company prior to incurring any material expense not otherwise specified in the Approved Budget. For purposes of this Agreementsection, including “material expense” shall mean any expense which individually or as a series of related expenses, exceeds the fees paid greater of (i) $50,000 or (ii) 5% of the Approved Budget. The Administrator acknowledges that it shall be responsible for ensuring that (i) any reimbursement to any the Master Company’s investment adviser and/or sub-adviser which adviser, or any other person for deferred Organization and Offering Expenses, if any, shall not exceed the Adviser may retain eighteen percent (18%) limitation on Front End Fees (as defined in the Company’s Declaration of Trust), regardless of the source of payment, and (ii) the percentage of gross proceeds of any value added taxes due in connection therewithoffering committed to investment shall be at least eighty-two percent (82%). The Fund shall bear and pay for all other expenses All items of its operationcompensation to underwriters or dealers, including including, but not limited to, organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; fees of the Fund's custodianselling commissions, transfer trailing commissions (i.e., distribution and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trusteesservice fees), other than those called solely to accommodate the Adviser; salaries of officers and consulting fees, finders’ fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing reports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund's operationsitems of compensation of any kind or description paid by a Company, plus any extraordinary and non-recurring expensesdirectly or indirectly, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from taken into consideration in computing the Fund the actual costs incurred by the Adviser in rendering such servicesamount of allowable Front End Fees.

Allocation of Costs and Expenses. The Adviser Company shall bear all costs and pay expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses which have been paid by the Administrator on behalf of rendering its services pursuant the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) office administration; (b) allocable portion of expenses and rent pertaining to the terms Administrator’s duties performed hereunder; (c) allocable portion of salaries, rent and expenses, including board meeting travel expenses, of executive officers of the Administrator also serving in the capacity of chief financial officer and chief compliance officer; (d) costs associated with the monitoring and preparation of regulatory reporting, including registration amendments, prospectus supplements, and tax reporting,; (e) costs and expenses related to preparation for, and conducting of, Board of Director and annual shareholder meetings, secretarial services, oversight of corporate calendar, shareholder and director communications and services; (f) soliciting and oversight of risk management protocols, including fidelity bond, and director and officers insurance policies; (g) coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto; and (h) Coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications. The Administrator shall use commercially reasonable efforts to prepare, prior to each fiscal year end of the Company, an estimated budget for anticipated costs and expenses related hereunder in such form and substance as shall be requested by the Board of Directors. The Company acknowledges that this estimated budget is for reporting purposes only and it shall remain obligated to reimburse the Administrator, subject to the limitations below, for any costs and expenses which may exceed the initial or any amended budget as approved by the Board of Directors (the “Approved Budget”). The Administrator shall obtain subsequent approval from the Board of Directors prior to incurring any material expense not otherwise specified in the Approved Budget. For purposes of this Agreementsection, “material expense” shall mean any expense which individually or as a series of related expenses, exceeds $50,000 or 5%, whichever is greater, of the Approved Budget. The Administrator acknowledges that it shall be responsible to ensure that (i) any reimbursement to the Company’s investment advisers and/or sub-advisers, or any other person for deferred Organization and Offering Expenses, including any interest thereon, if any, shall not exceed the fees paid 18% limitation on Front End Fees (as defined in the Articles of Incorporation), regardless of the source of payment, and (ii) the percentage of gross proceeds of any offering committed to any subinvestment shall be at least eighty-adviser which the Adviser may retain and any value added taxes due in connection therewithtwo percent (82%). The Fund shall bear and pay for all other expenses All items of its operationcompensation to underwriters or dealers, including including, but not limited to, organizational and offering expenses selling commissions, expenses, rights of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; first refusal, consulting fees, finders’ fees of the Fund's custodian, transfer and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing reports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with items of compensation of any kind or description paid by the Fund's operationsCompany, plus any extraordinary and non-recurring expensesdirectly or indirectly, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from taken into consideration in computing the Fund the actual costs incurred by the Adviser in rendering such servicesamount of allowable Front End Fees.

Allocation of Costs and Expenses. The Adviser Each Company shall bear all costs and pay expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses that have been incurred by the Administrator on behalf of rendering its services pursuant such Company on the terms and conditions set forth in Section 5. These costs and expenses shall include, but not be limited to: 3 (a) office administration; (b) allocable portion of expenses and rent pertaining to the terms Administrator’s duties performed hereunder; (c) allocable portion of salaries, rent and expenses, including board meeting travel expenses, of executive officers of the Administrator also serving in the capacity of chief financial officer and chief compliance officer of each Company (subject to approval by a majority of the Independent Trustees); (d) costs associated with the monitoring and preparation of regulatory reporting, including registration statement amendments, prospectus supplements, and tax reporting; (e) costs and expenses related to preparation for, and conducting of, board of trustees and annual shareholder meetings, secretarial services, oversight of corporate calendar, shareholder and trustee communications and services; (f) costs and expenses related to soliciting and oversight of risk management protocols, including fidelity bonds, and trustees and officers insurance policies; (g) costs and expenses related to coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto; and (h) costs and expenses related to preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications. The Administrator shall use commercially reasonable efforts to prepare, prior to each fiscal year end of a Company, an estimated budget for anticipated costs and expenses related hereunder in such form and substance as shall be requested by the Boards. Each Company acknowledges that this estimated budget is for reporting purposes only and it shall remain obligated to reimburse the Administrator, subject to the limitations below, for any costs and expenses that may exceed the initial or any amended budget as approved by the Boards (the “Approved Budget”). The Administrator shall obtain subsequent approval from the Boards prior to incurring any material expense not otherwise specified in the Approved Budget. For purposes of this Agreementsection, including “material expense” shall mean any expense which individually or as a series of related expenses, exceeds the fees paid greater of (i) $50,000 or (ii) 5% of the Approved Budget. The Administrator acknowledges that it shall be responsible for ensuring that (i) any reimbursement to any the Master Company’s investment adviser and/or sub-adviser which adviser, or any other person for deferred Organization and Offering Expenses, if any, shall not exceed the Adviser may retain eighteen percent (18%) limitation on Front End Fees (as defined in each Company’s Declaration of Trust), regardless of the source of payment, and (ii) the percentage of gross proceeds of any value added taxes due in connection therewithoffering committed to investment shall be at least eighty-two percent (82%). The Fund shall bear and pay for all other expenses All items of its operationcompensation to underwriters or dealers, including including, but not limited to, organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; fees of the Fund's custodianselling commissions, transfer trailing commissions (i.e., distribution and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trusteesservice fees), other than those called solely to accommodate the Adviser; salaries of officers and consulting fees, finders’ fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing reports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund's operationsitems of compensation of any kind or description paid by a Company, plus any extraordinary and non-recurring expensesdirectly or indirectly, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from taken into consideration in computing the Fund the actual costs incurred by the Adviser in rendering such servicesamount of allowable Front End Fees.

Allocation of Costs and Expenses. (a) The Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Funds. (b) Each Fund shall bear and pay for all other expenses of its operationoperation (including its proportionate share of the general expenses of the Trust) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, including but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; (ii) fees of the Fund's custodian, Trust’s custodian and transfer and shareholder servicing agent; (iii) costs and expenses of pricing and calculating the daily net asset value of the shares per share for each class of the Fund and of maintaining the books of account and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees (v) compensation and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund Trust or the AdviserAdviser (“Disinterested Trustees”); salaries (vi) the costs of personnel involved in placing orders for the execution any liability, uncollectible items of the portfolio transactions of the Fund deposit and other insurance or in maintaining registration of shares of the Fund under state securities lawsfidelity bond; insurance premiums on property or personnel of the Fund which inure to its benefit; (vii) the cost of preparing preparing, printing, and printing reportsdistributing prospectuses and statements of additional information, any supplements thereto, proxy statements statements, and prospectuses of the Trust or other communications reports for distribution to its existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses or of registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and all other charges governmental fees; and costs associated with the Fund's operations, plus any (xiii) extraordinary and non-recurring expenses, except as otherwise prescribed herein. . (c) To the extent the Adviser incurs any costs or performs any services which are an obligation of the a Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such servicescosts.

Allocation of Costs and Expenses. The Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any subSub-adviser Adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund Portfolios and the Funds shall bear and pay for all other expenses of its their operation, including but not limited to, organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fundshares; fees of the Fund's custodian, custodian and transfer and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund Trust or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities lawstransactions; insurance premiums on property or personnel of the Fund Portfolios and the Funds which inure to its their benefit; the cost of preparing and printing reports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; the Trust's portion of any Rule 24f-2 fees under the 1940 Act; fees and expenses or of registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund's Portfolios' and the Funds' operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund Portfolios and the Funds as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund Portfolios and the Funds shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund Portfolios and the Funds the actual costs incurred by the Adviser in rendering such servicesservices subject to any limitation on expenses set forth in the Registration Statement. The Portfolios, as shareholders of the underlying Funds, will indirectly bear a proportionate share of any investment advisory fees and other expenses paid by the underlying Funds.

Allocation of Costs and Expenses. The Adviser Company shall bear all costs and pay expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses which have been paid by the Administrator on behalf of rendering its services pursuant the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) office administration; (b) allocable portion of expenses and rent pertaining to the terms Administrator’s duties performed hereunder; (c) costs associated with the monitoring and preparation of regulatory reporting, including registration amendments, prospectus supplements, and tax reporting; (d) costs and expenses related to preparation for, and conducting of, Board of Trustee and annual shareholder meetings, secretarial services, oversight of corporate calendar, shareholder and director communications and services; (e) soliciting and oversight of risk management protocols, including fidelity bond, and director and officers insurance policies; (f) coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto; and (g) Coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications. The Administrator shall use commercially reasonable efforts to prepare, prior to each fiscal year end of the Company, an estimated budget for anticipated costs and expenses related hereunder in such form and substance as shall be requested by the Board of Trustees. The Company acknowledges that this estimated budget is for reporting purposes only and it shall remain obligated to reimburse the Administrator, subject to the limitations below, for any costs and expenses which may exceed the initial or any amended budget as approved by the Board of Trustees (the “Approved Budget”). The Administrator shall obtain subsequent approval from the Board of Trustees prior to incurring any material expense not otherwise specified in the Approved Budget. For purposes of this Agreementsection, “material expense” shall mean any expense which individually or as a series of related expenses, exceeds $50,000 or 5%, whichever is greater, of the Approved Budget. The Administrator acknowledges that it shall be responsible to ensure that (i) any reimbursement to the Company’s investment advisers and/or sub-advisers, or any other person for deferred Organization and Offering Expenses, including any interest thereon, if any, shall not exceed the fees paid 18% limitation on Front End Fees (as defined in the Declaration of Trust), regardless of the source of payment, and (ii) the percentage of gross proceeds of any offering committed to any subinvestment shall be at least eighty-adviser which the Adviser may retain and any value added taxes due in connection therewithtwo percent (82%). The Fund shall bear and pay for all other expenses All items of its operationcompensation to underwriters or dealers, including including, but not limited to, organizational and offering expenses selling commissions, expenses, rights of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; first refusal, consulting fees, finders’ fees of the Fund's custodian, transfer and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing reports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with items of compensation of any kind or description paid by the Fund's operationsCompany, plus any extraordinary and non-recurring expensesdirectly or indirectly, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from taken into consideration in computing the Fund the actual costs incurred by the Adviser in rendering such servicesamount of allowable Front End Fees.

Allocation of Costs and Expenses. The Adviser shall bear reimburse the Fund monthly for any salaries paid by the Fund to officers, Directors, and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any subfull-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses time employees of the Fund who also are officers, general partners or employees of the Adviser or its affiliates. Except for such sub-accounting, recordkeeping, and administrative services which are to be provided by the Adviser to the Fund under the Administrative Services Agreement between the Fund and the Adviser dated April 30, 1993, which was approved on April 21, 1993, by the Fund's board of directors, including all of the independent directors, at the Fund's request the Adviser shall also furnish to the Fund, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Directors of the Fund. These services will include, among other things, the maintenance (but not preparation) of the Fund's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Fund shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities as may be reasonably requested by the Fund from time to time. Except to the extent expressly assumed by the Adviser herein and except to the extent required by law to be paid by the Adviser, the Fund shall pay all costs and expenses incurred in connection with the issuance operations and registration of shares organization of the Fund; fees . Without limiting the generality of the foregoing, such costs and expenses payable by the Fund include the following: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Fund and any Portfolio in connection with securities transactions to which the Fund or any Portfolio is a party or in connection with securities owned by the Fund's four Portfolios; (b) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and legal counsel for the Fund; (c) the interest on indebtedness, if any, incurred by the Fund or any of the Fund's custodianfour Portfolios; (d) the taxes, transfer including franchise, income, issue, transfer, business license, and shareholder servicing agent; costs other corporate fees payable by the Fund or any Portfolio to federal, state, county, city, or other governmental agents; (e) the fees and expenses of pricing involved in maintaining the registration and calculating the daily net asset value of the shares qualification of the Fund and of maintaining the books of account required its shares under laws administered by the 1940 Act; expenditures Securities and Exchange Commission or under other applicable regulatory requirements; (f) the compensation and expenses of its Directors; (g) the costs of printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Fund's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs, fees or other expenses arising in connection with meetings the organization and filing of shareholders the Fund's Articles of Incorporation, including its initial registration and Trusteesqualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any state and the approval of the Fund's operations by any other than those called solely to accommodate federal or state authority; (i) the Adviser; salaries expenses of officers repurchasing and redeeming shares of the Fund; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates representing shares of beneficial interest of the Fund's four Portfolios; (l) extraordinary expenses, including fees and expenses disbursements of Trustees Fund counsel, in connection with litigation by or members of any advisory board or committee who are not affiliated with or interested persons of against the Fund or the Adviser; salaries of personnel involved in placing orders any Portfolio; (m) premiums for the execution fidelity bond maintained by the Fund pursuant to Section 17(g) of the portfolio transactions 1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to the Adviser as an insured thereunder); (n) association and institute dues; and (o) the expenses, if any, of the Fund or in maintaining registration of distributing shares of the Fund paid by the Fund pursuant to a Plan and Agreement of Distribution adopted under state securities laws; insurance premiums on property or personnel Rule 12b-1 of the Fund which inure to its benefit; the cost Investment Company Act of preparing and printing reports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund's operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services1940.

Allocation of Costs and Expenses. The Adviser Each Company shall bear all costs and pay expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses that have been incurred by the Administrator on behalf of rendering its services pursuant such Company on the terms and conditions set forth in Section 5. These costs and expenses shall include, but not be limited to: 4 (a) office administration; (b) allocable portion of expenses and rent pertaining to the terms Administrator’s duties performed hereunder; (c) allocable portion of salaries, rent and expenses, including board meeting travel expenses, of executive officers of the Administrator also serving in the capacity of chief financial officer and chief compliance officer of each Company (subject to approval by a majority of the Independent Trustees); (d) costs associated with the monitoring and preparation of regulatory reporting, including registration statement amendments, prospectus supplements, and tax reporting; (e) costs and expenses related to preparation for, and conducting of, board of trustees and annual shareholder meetings, secretarial services, oversight of corporate calendar, shareholder and trustee communications and services; (f) costs and expenses related to soliciting and oversight of risk management protocols, including fidelity bonds, and trustees and officers insurance policies; (g) costs and expenses related to coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto; and (h) costs and expenses related to preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications. The Administrator shall use commercially reasonable efforts to prepare, prior to each fiscal year end of a Company, an estimated budget for anticipated costs and expenses related hereunder in such form and substance as shall be requested by the Boards. Each Company acknowledges that this estimated budget is for reporting purposes only and it shall remain obligated to reimburse the Administrator, subject to the limitations below, for any costs and expenses that may exceed the initial or any amended budget as approved by the Boards (the “Approved Budget”). The Administrator shall obtain subsequent approval from the Boards prior to incurring any material expense not otherwise specified in the Approved Budget. For purposes of this Agreementsection, including “material expense” shall mean any expense which individually or as a series of related expenses, exceeds the fees paid greater of (i) $50,000 or (ii) 5% of the Approved Budget. The Administrator acknowledges that it shall be responsible for ensuring that (i) any reimbursement to any the Master Company’s investment adviser and/or sub-adviser which adviser, or any other person for deferred Organization and Offering Expenses, if any, shall not exceed the Adviser may retain eighteen percent (18%) limitation on Front End Fees (as defined in each Company’s Declaration of Trust), regardless of the source of payment, and (ii) the percentage of gross proceeds of any value added taxes due in connection therewithoffering committed to investment shall be at least eighty-two percent (82%). The Fund shall bear and pay for all other expenses All items of its operationcompensation to underwriters or dealers, including including, but not limited to, organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; fees of the Fund's custodianselling commissions, transfer trailing commissions (i.e., distribution and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trusteesservice fees), other than those called solely to accommodate the Adviser; salaries of officers and consulting fees, finders’ fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing reports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund's operationsitems of compensation of any kind or description paid by a Company, plus any extraordinary and non-recurring expensesdirectly or indirectly, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from taken into consideration in computing the Fund the actual costs incurred by the Adviser in rendering such servicesamount of allowable Front End Fees.

Allocation of Costs and Expenses. The Adviser shall bear reimburse the Fund monthly for any salaries paid by the Fund to officers, Directors, and pay full-time employees of the costs Fund who also are officers, general partners or employees of rendering the Adviser or its affiliates. Except for such subaccounting, recordkeeping, and administrative services pursuant which are to be provided by the Adviser to the terms Fund under the Administrative Services Agreement between the Fund and the Adviser dated April 30, 1991, which was approved on April 24, 1991, by the Fund's board of this Agreementdirectors, including all of the independent directors, at the Fund's request the Adviser shall also furnish to the Fund, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Directors of the Fund. These services will include, among other things, the maintenance (but not preparation) of the Fund's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Fund shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities as may be reasonably requested by the Fund from time to time. Except to the extent expressly assumed by the Adviser herein and except to the extent required by law to be paid by the Adviser, the Fund shall pay all costs and expenses in connection with the operations and organization of the Fund. Without limiting the generality of the foregoing, such costs and expenses payable by the Fund include the following: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Fund in connection with securities transactions to which the Fund is a party or in connection with securities owned by the Fund; (b) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and legal counsel for the Fund; (c) the interest on indebtedness, if any, incurred by the Fund; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Fund to federal, state, county, city, or other governmental agents; (e) the fees paid to any sub-adviser which and expenses involved in maintaining the Adviser may retain registration and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses qualification of the Fund and its shares under laws administered by the Securities and Exchange Commission or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (f) the compensation and expenses incurred of its Directors; (g) the costs of printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Fund's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs, fees or other expenses arising in connection with the issuance organization and filing of the Fund's Articles of Incorporation, including its initial registration and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any state and the approval of the Fund's operations by any other federal or state authority; (i) the expenses of repurchasing and redeeming shares of the Fund; fees ; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates representing shares of beneficial interest of the Fund's custodian; (l) extraordinary expenses, transfer including fees and shareholder servicing agent; costs and expenses disbursements of pricing and calculating Fund counsel, in connection with litigation by or against the daily net asset value Fund; (m) premiums for the fidelity bond maintained by the Fund pursuant to Section 17(g) of the 1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to the Adviser as an insured thereunder); (n) association and institute dues; and (o) the expenses, if any, of distributing shares of the Fund and of maintaining the books of account required paid by the 1940 Act; expenditures in connection with meetings Fund pursuant to a Plan and Agreement of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons Distribution adopted under Rule 12b-1 of the Fund or the Adviser; salaries Investment Company Act of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing reports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund's operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services1940.

Allocation of Costs and Expenses. The Adviser shall bear reimburse the Fund monthly for any salaries paid by the Fund to officers, Directors, and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any subfull-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses time employees of the Fund who also are officers, general partners or employees of the Adviser or its affiliates. Except for such subaccounting, recordkeeping, and administrative services which are to be provided by the Adviser to the Fund under the Administrative Services Agreement between the Fund and the Adviser dated April 30, 1993, which was approved on April 21, 1993, by the Fund's board of directors, including all of the independent directors, at the Fund's request the Adviser shall also furnish to the Fund, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Directors of the Fund. These services will include, among other things, the maintenance (but not preparation) of the Fund's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Fund shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities as may be reasonably requested by the Fund from time to time. Except to the extent expressly assumed by the Adviser herein and except to the extent required by law to be paid by the Adviser, the Fund shall pay all costs and expenses incurred in connection with the issuance operations and registration of shares organization of the Fund; fees . Without limiting the generality of the Fund's custodianforegoing, transfer and shareholder servicing agent; such costs and expenses payable by the Fund include the following: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Fund and any Portfolio in connection with securities transactions to which the Fund or any Portfolio is a party or in connection with securities owned by the Fund or any Portfolio; (b) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and calculating legal counsel for the daily net asset value of Fund or for any Portfolio; (c) the shares interest on indebtedness, if any, incurred by the Fund or any Portfolio; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Fund or any Portfolio to federal, state, county, city, or other governmental agents; (e) the fees and expenses involved in maintaining the registration and qualification of the Fund and of maintaining the books of account required its shares under laws administered by the 1940 Act; expenditures Securities and Exchange Commission or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (f) the compensation and expenses of its Directors; (g) the costs of printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Fund's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs, fees or other expenses arising in connection with meetings the organization and filing of shareholders the Fund's Articles of Incorporation, including its initial registration and Trusteesqualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any state and the approval of the Fund's operations by any other than those called solely to accommodate federal or state authority; (i) the Adviser; salaries expenses of officers repurchasing and redeeming shares of the Fund; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates representing shares of beneficial interest of the Fund; (l) extraordinary expenses, including fees and expenses disbursements of Trustees Fund counsel, in connection with litigation by or members of any advisory board or committee who are not affiliated with or interested persons of against the Fund or the Adviser; salaries of personnel involved in placing orders any Portfolio; (m) premiums for the execution fidelity bond maintained by the Fund pursuant to Section 17(g) of the portfolio transactions 1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to the Adviser as an insured thereunder); (n) association and institute dues; and (o) the expenses, if any, of the Fund or in maintaining registration of distributing shares of the Fund paid by the Fund pursuant to a Plan and Agreement of Distribution adopted under state securities laws; insurance premiums on property or personnel Rule 12b-1 of the Fund which inure to its benefit; the cost Investment Company Act of preparing and printing reports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund's operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services1940.

Allocation of Costs and Expenses. The Adviser shall bear reimburse the Fund monthly for any salaries paid by the Fund to officers, Directors, and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any subfull-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses time employees of the Fund who also are officers, general partners or employees of the Adviser or its affiliates. Except for such subaccounting, recordkeeping, and administrative services which are to be provided by the Adviser to the Fund under the Administrative Services Agreement between the Fund and the Adviser dated April 30, 1993, which was approved on April 21, 1993, by the Fund's board of directors, including all of the independent directors, at the Fund's request the Adviser shall also furnish to the Fund, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Directors of the Fund. These services will include, among other things, the maintenance (but not preparation) of the Fund's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Fund shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities as may be reasonably requested by the Fund from time to time. Except to the extent expressly assumed by the Adviser herein and except to the extent required by law to be paid by the Adviser, the Fund shall pay all costs and expenses incurred in connection with the issuance operations and registration of shares organization of the Fund; fees . Without limiting the generality of the foregoing, such costs and expenses payable by the Fund include the following: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Fund and any Portfolio in connection with securities transactions to which the Fund or any Portfolio is a party or in connection with securities owned by the Fund's three Portfolios; (b) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and legal counsel for the Fund; (c) the interest on indebtedness, if any, incurred by the Fund or any of the Fund's custodianthree Portfolios; (d) the taxes, transfer including franchise, income, issue, transfer, business license, and shareholder servicing agent; costs other corporate fees payable by the Fund or any Portfolio to federal, state, county, city, or other governmental agents; (e) the fees and expenses of pricing involved in maintaining the registration and calculating the daily net asset value of the shares qualification of the Fund and of maintaining the books of account required its shares under laws administered by the 1940 Act; expenditures Securities and Exchange Commission or under other applicable regulatory requirements; (f) the compensation and expenses of its Directors; (g) the costs of printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Fund's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs, fees or other expenses arising in connection with meetings the organization and filing of shareholders the Fund's Articles of Incorporation, including its initial registration and Trusteesqualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any state and the approval of the Fund's operations by any other than those called solely to accommodate federal or state authority; (i) the Adviser; salaries expenses of officers repurchasing and redeeming shares of the Fund; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates representing shares of beneficial interest of the Fund's three Portfolios; (l) extraordinary expenses, including fees and expenses disbursements of Trustees Fund counsel, in connection with litigation by or members of any advisory board or committee who are not affiliated with or interested persons of against the Fund or the Adviser; salaries of personnel involved in placing orders any Portfolio; (m) premiums for the execution fidelity bond maintained by the Fund pursuant to Section 17(g) of the portfolio transactions 1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to the Adviser as an insured thereunder); (n) association and institute dues; and (o) the expenses, if any, of the Fund or in maintaining registration of distributing shares of the Fund paid by the Fund pursuant to a Plan and Agreement of Distribution adopted under state securities laws; insurance premiums on property or personnel Rule 12b-1 of the Fund which inure to its benefit; the cost Investment Company Act of preparing and printing reports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund's operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services1940.

Allocation of Costs and Expenses. The Adviser shall bear reimburse the Fund monthly for any salaries paid by the Fund to officers, Directors, and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any subfull-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses time employees of the Fund who also are officers, general partners or employees of the Adviser or its affiliates. Except for such subaccounting, recordkeeping, and administrative services which are to be provided by the Adviser to the Fund under the Administrative Services Agreement between the Fund and the Adviser dated April 30, 1993, which was approved on April 21, 1993, by the Fund's board of directors, including all of the independent directors, at the Fund's request the Adviser shall also furnish to the Fund, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Directors of the Fund. These services will include, among other things, the maintenance (but not preparation) of the Fund's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Fund shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities as may be reasonably requested by the Fund from time to time. Except to the extent expressly assumed by the Adviser herein and except to the extent required by law to be paid by the Adviser, the Fund shall pay all costs and expenses incurred in connection with the issuance operations and registration of shares organization of the Fund; fees . Without limiting the generality of the foregoing, such costs and expenses payable by the Fund include the following: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Fund and any Portfolio of the Fund in connection with securities transactions to which the Fund or the Portfolio is a party or in connection with securities owned by the Fund or the Portfolio of the Fund's custodian; (b) the fees, transfer and shareholder servicing agent; costs charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and calculating legal counsel for the daily net asset value Fund or for the Portfolio of the shares Fund; (c) the interest on indebtedness, if any, incurred by the Fund or the Portfolio of the Fund; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Fund or the Portfolio of the Fund to federal, state, county, city, or other governmental agents; (e) the fees and expenses involved in maintaining the registration and qualification of the Fund and of maintaining the books of account required its shares under laws administered by the 1940 Act; expenditures Securities and Exchange Commission or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (f) the compensation and expenses of its Directors; (g) the costs of printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Fund's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs, fees or other expenses arising in connection with meetings the organization and filing of shareholders the Fund's Articles of Incorporation, including its initial registration and Trusteesqualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any state and the approval of the Fund's operations by any other than those called solely to accommodate federal or state authority; (i) the Adviser; salaries expenses of officers repurchasing and redeeming shares of the Fund; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates representing shares of beneficial interest of the Fund; (l) extraordinary expenses, including fees and expenses disbursements of Trustees Fund counsel, in connection with litigation by or members of any advisory board or committee who are not affiliated with or interested persons of against the Fund or the Adviser; salaries Portfolio of personnel involved in placing orders the Fund; (m) premiums for the execution fidelity bond maintained by the Fund pursuant to Section 17(g) of the portfolio transactions 1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to the Adviser as an insured thereunder); (n) association and institute dues; and (o) the expenses, if any, of the Fund or in maintaining registration of distributing shares of the Fund paid by the Fund pursuant to a Plan and Agreement of Distribution adopted under state securities laws; insurance premiums on property or personnel Rule 12b-1 of the Fund which inure to its benefit; the cost Investment Company Act of preparing and printing reports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund's operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services1940.

Allocation of Costs and Expenses. (a) The Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Funds. (b) Each Fund shall bear and pay for all other expenses of its operationoperation (including its proportionate share of the general expenses of the Trust) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, including but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; (ii) fees of the FundTrust's custodian, custodian and transfer and shareholder servicing agent; (iii) costs and expenses of pricing and calculating the daily net asset value of the shares per share for each class of the Fund and of maintaining the books of account and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees (v) compensation and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund Trust or the AdviserAdviser ("Disinterested Trustees"); salaries (vi) the costs of personnel involved in placing orders for the execution any liability, uncollectible items of the portfolio transactions deposit and other insurance of the Fund or in maintaining registration of shares of the Fund under state securities lawsfidelity bond; insurance premiums on property or personnel of the Fund which inure to its benefit; (vii) the cost of preparing preparing, printing, and printing reportsdistributing prospectuses and statements of additional information, any supplements thereto, proxy statements statements, and prospectuses of the Trust or other communications reports for distribution to its existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses or of registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and all other charges governmental fees; and costs associated with the Fund's operations, plus any (xiii) extraordinary and non-recurring expenses, except as otherwise prescribed herein. . (c) To the extent the Adviser incurs any costs or performs any services which are an obligation of the a Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such servicescosts.

Allocation of Costs and Expenses. The Adviser shall bear reimburse the Fund monthly for any salaries paid by the Fund to officers, Directors, and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any subfull-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses time employees of the Fund who also are officers, general partners or employees of the Adviser or its affiliates. Except for such sub-accounting, recordkeeping, and administrative services which are to be provided by the Adviser to the Fund under the Administrative Services Agreement between the Fund and the Adviser dated April 30, 1993, which was approved on April 21, 1993, by the Fund's board of directors, including all of the independent directors, at the Fund's request the Adviser shall also furnish to the Fund, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Directors of the Fund. These services will include, among other things, the maintenance (but not preparation) of the Fund's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Fund shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities as may be reasonably requested by the Fund from time to time. Except to the extent expressly assumed by the Adviser herein and except to the extent required by law to be paid by the Adviser, the Fund shall pay all costs and expenses incurred in connection with the issuance operations and registration of shares organization of the Fund; fees . Without limiting the generality of the Fund's custodianforegoing, transfer and shareholder servicing agent; such costs and expenses payable by the Fund include the following: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Fund in connection with securities transactions to which the Fund is a party or in connection with securities owned by the Fund; (b) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and calculating legal counsel for the daily net asset value of Fund; (c) the shares interest on indebtedness, if any, incurred by the Fund; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Fund to federal, state, county, city, or other governmental agents; (e) the fees and expenses involved in maintaining the registration and qualification of the Fund and of maintaining the books of account required its shares under laws administered by the 1940 Act; expenditures Securities and Exchange Commission or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (f) the compensation and expenses of its Directors; (g) the costs of printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Fund's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs, fees or other expenses arising in connection with meetings the organization and filing of shareholders the Fund's Articles of Incorporation, including its initial registration and Trusteesqualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any state and the approval of the Fund's operations by any other than those called solely to accommodate federal or state authority; (i) the Adviser; salaries expenses of officers repurchasing and redeeming shares of the Fund; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates represent- ing shares of beneficial interest of the Fund; (l) extraordinary expenses, including fees and expenses disbursements of Trustees Fund counsel, in connection with litigation by or members of any advisory board or committee who are not affiliated with or interested persons against the Fund; (m) premiums for the fidelity bond maintained by the Fund pursuant to Section 17(g) of the Fund or 1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to third parties as insureds thereunder); (n) association and institute dues; and (o) the Adviser; salaries expenses, if any, of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of distributing shares of the Fund paid by the Fund pursuant to a Plan and Agreement of Distribution adopted under state securities laws; insurance premiums on property or personnel Rule 12b-1 of the Fund which inure to its benefit; the cost Investment Company Act of preparing and printing reports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund's operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services1940.

Allocation of Costs and Expenses. The Adviser shall bear reimburse the Fund monthly for any salaries paid by the Fund to officers, Directors, and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses full time employees of the Fund who also are officers, general partners or employees of the Adviser or its affiliates. Except for such subaccounting, recordkeeping, and administrative services which are to be provided by the Adviser to the Fund under the Administrative Services Agreement between the Fund and the Adviser dated April 30, 1993, which was approved on April 21, 1993, by the Fund's board of directors, including all of the independent directors, at the Fund's request the Adviser shall also furnish to the Fund, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Directors of the Fund. These services will include, among other things, the maintenance (but not preparation) of the Fund's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Fund shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities as may be reasonably requested by the Fund from time to time. Except to the extent expressly assumed by the Adviser herein and except to the extent required by law to be paid by the Adviser, the Fund shall pay all costs and expenses incurred in connection with the issuance operations and registration of shares organization of the Fund; fees . Without limiting the generality of the foregoing, such costs and expenses payable by the Fund include the following: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Fund and any Portfolio in connection with securities transactions to which the Fund or any Portfolio is a party or in connection with securities owned by the Fund's three Portfolios; (b) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and legal counsel for the Fund; (c) the interest on indebtedness, if any, incurred by the Fund or any of the Fund's custodianthree Portfolios; (d) the taxes, transfer including franchise, income, issue, transfer, business license, and shareholder servicing agent; costs other corporate fees payable by the Fund or any Portfolio to federal, state, county, city, or other governmental agents; (e) the fees and expenses of pricing involved in maintaining the registration and calculating the daily net asset value of the shares qualification of the Fund and of maintaining the books of account required its shares under laws administered by the 1940 Act; expenditures Securities and Exchange Commission or under other applicable regulatory requirements; (f) the compensation and expenses of its Directors; (g) the costs of printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Fund's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs, fees or other expenses arising in connection with meetings the organization and filing of shareholders the Fund's Articles of Incorporation, including its initial registration and Trusteesqualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any state and the approval of the Fund's operations by any other than those called solely to accommodate federal or state authority; (i) the Adviser; salaries expenses of officers repurchasing and redeeming shares of the Fund; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates representing shares of beneficial interest of the Fund's three Portfolios; (l) extraordinary expenses, including fees and expenses disbursements of Trustees Fund counsel, in connection with litigation by or members of any advisory board or committee who are not affiliated with or interested persons of against the Fund or the Adviser; salaries of personnel involved in placing orders any Portfolio; (m) premiums for the execution fidelity bond maintained by the Fund pursuant to Section 17(g) of the portfolio transactions 1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to the Adviser as an insured thereunder); (n) association and institute dues; and (o) the expenses, if any, of the Fund or in maintaining registration of distributing shares of the Fund paid by the Fund pursuant to a Plan and Agreement of Distribution adopted under state securities laws; insurance premiums on property or personnel Rule 12b 1 of the Fund which inure to its benefit; the cost Investment Company Act of preparing and printing reports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund's operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services1940.

Allocation of Costs and Expenses. The Adviser Each Company shall bear all costs and pay expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses that have been incurred by the Administrator on behalf of rendering its services pursuant such Company on the terms and conditions set forth in Section 5. These costs and expenses shall include, but not be limited to: (a) office administration; (b) allocable portion of expenses and rent pertaining to the terms Administrator’s duties performed hereunder; (c) allocable portion of salaries, rent and expenses, including board meeting travel expenses, of executive officers of the Administrator also serving in the capacity of chief financial officer and chief compliance officer of each Company (subject to approval by a majority of the Independent Trustees); (d) costs associated with the monitoring and preparation of regulatory reporting, including registration statement amendments, prospectus supplements, and tax reporting; (e) costs and expenses related to preparation for, and conducting of, board of trustees and annual shareholder meetings, secretarial services, oversight of corporate calendar, shareholder and trustee communications and services; (f) costs and expenses related to soliciting and oversight of risk management protocols, including fidelity bonds, and trustees and officers insurance policies; (g) costs and expenses related to coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto; and (h) costs and expenses related to preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications. The Administrator shall use commercially reasonable efforts to prepare, prior to each fiscal year end of a Company, an estimated budget for anticipated costs and expenses related hereunder in such form and substance as shall be requested by the Boards. Each Company acknowledges that this estimated budget is for reporting purposes only and it shall remain obligated to reimburse the Administrator, subject to the limitations below, for any costs and expenses that may exceed the initial or any amended budget as approved by the Boards (the “Approved Budget”). The Administrator shall obtain subsequent approval from the Boards prior to incurring any material expense not otherwise specified in the Approved Budget. For purposes of this Agreementsection, including “material expense” shall mean any expense which individually or as a series of related expenses, exceeds the fees paid greater of (i) $50,000 or (ii) 5% of the Approved Budget. The Administrator acknowledges that it shall be responsible for ensuring that (i) any reimbursement to any the Master Company’s investment adviser and/or sub-adviser which adviser, or any other person for deferred Organization and Offering Expenses, if any, shall not exceed the Adviser may retain fifteen percent (15%) limitation on Front End Fees (as defined in each Company’s Declaration of Trust), regardless of the source of payment, and (ii) the percentage of gross proceeds of any value added taxes due in connection therewithoffering committed to investment shall be at least eighty-five percent (85%). The Fund shall bear and pay for all other expenses All items of its operationcompensation to underwriters or dealers, including including, but not limited to, organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; fees of the Fund's custodianselling commissions, transfer trailing commissions (i.e., distribution and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trusteesservice fees), other than those called solely to accommodate the Adviser; salaries of officers and consulting fees, finders’ fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing reports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund's operationsitems of compensation of any kind or description paid by a Company, plus any extraordinary and non-recurring expensesdirectly or indirectly, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from taken into consideration in computing the Fund the actual costs incurred by the Adviser in rendering such servicesamount of allowable Front End Fees.