Common use of Allocation of Costs and Expenses Clause in Contracts

Allocation of Costs and Expenses. (a) The Adviser shall 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 Funds. (b) Each Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the Trust) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the Trust's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books 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; (v) compensation and expenses of Trustees who are not interested persons of the Trust or the Adviser ("Disinterested Trustees"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expenses. (c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.

Allocation of Costs and Expenses. (a) The Adviser shall 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 Funds. (b) Each Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the TrustCompany) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the TrustCompany's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books 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; (v) compensation and expenses of Trustees Directors who are not interested persons of the Trust Company or the Adviser ("Disinterested TrusteesDirectors"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expenses. (c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.

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 including the costs of securities (including brokerage commissions, if any) purchased by fees paid to any sub-adviser which the Funds. (b) Each 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 (operation, including its proportionate share of the general expenses of the Trust) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, 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 TrustFund's custodian custodian, transfer and transfer shareholder servicing agent; (iii) costs and expenses of pricing and calculating the daily net asset value per share for each class of the shares of the Fund and of maintaining the books and records of account required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; (v) compensation 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 Trust Fund or the Adviser ("Disinterested Trustees")Adviser; (vi) salaries of personnel involved in placing orders for the costs execution of any liability, uncollectible items the portfolio transactions of deposit and other the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or fidelity bondpersonnel of the Fund which inure to its benefit; (vii) the cost of preparing, printing, preparing and distributing prospectuses and statements of additional information, any supplements theretoprinting reports, proxy statements, statements and reports prospectuses of the Trust or other communications for existing distribution to its shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; all other charges and (xiii) costs associated with the Fund's operations, plus any extraordinary and non-recurring expenses. (c) , except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of a 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 costscosts 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 including the costs of securities (including brokerage commissions, if any) purchased by fees paid to any sub-adviser which the Funds. (b) Each 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 (operation, including its proportionate share of the general expenses of the Trust) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, 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 Trust's custodian Fund s custodian, transfer and transfer shareholder servicing agent; (iii) costs and expenses of pricing and calculating the daily net asset value per share for each class of the shares of the Fund and of maintaining the books and records of account required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; (v) compensation 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 Trust Fund or the Adviser ("Disinterested Trustees")Adviser; (vi) salaries of personnel involved in placing orders for the costs execution of any liability, uncollectible items the portfolio transactions of deposit and other the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or fidelity bondpersonnel of the Fund which inure to its benefit; (vii) the cost of preparing, printing, preparing and distributing prospectuses and statements of additional information, any supplements theretoprinting r e ports, proxy statements, statements and reports prospectuses of the Trust or other communications for existing distribution to its shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; all other charges and (xiii) costs associated with the Fund s operations, plus any extraordinary and non-recurring expenses. (c) , except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of a 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 costscosts 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. Each Company shall bear all costs and 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 the Company on the terms and conditions set forth in Section 5. These costs and expenses shall include, but not be limited to: (a) The Adviser shall 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 Funds.office administration; (b) Each Fund shall bear all allocable portion of expenses and rent pertaining to the Administrator’s duties performed hereunder; (c) allocable portion of its operation (salaries, rent and expenses, including its proportionate share board meeting travel expenses, of executive officers of the general expenses Administrator also serving in the capacity of chief financial officer and chief compliance officer of the TrustCompany (subject to approval by a majority of the Independent Trustees); (d) not specifically assumed 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 AdviserBoard of Trustees of the Company. Expenses borne 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 each Fund the Board of Trustees (the “Approved Budget”). The Administrator shall includeobtain 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 section, “material expense” shall mean any expense which individually or as a series of related expenses, exceeds the 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 the Master Company’s investment adviser and/or sub-adviser, or any other person for deferred Organization and Offering Expenses, if any, shall not exceed the 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 offering committed to investment shall be at least eighty-two percent (82%). All items of compensation to underwriters or dealers, including, but are not limited to, selling commissions, trailing commissions (i) organizational i.e., distribution and offering expenses shareholder service fees), consulting fees, finders’ fees and all other items of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the Trust's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books 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; (v) compensation and expenses of Trustees who are not interested persons of the Trust or the Adviser ("Disinterested Trustees"); (vi) the costs of any liabilitykind or description paid by a Company, uncollectible items directly or indirectly, shall be taken into consideration in computing the amount of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expensesallowable Front End Fees. (c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.

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 including the costs of securities (including brokerage commissions, if any) purchased by fees paid to any Sub-Adviser which the Funds. (b) Each Fund Adviser may retain and any value added taxes due in connection therewith. The Portfolios and the Funds shall bear and pay for all other expenses of its operation (their operation, including its proportionate share of the general expenses of the Trust) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, 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 Fundshares; (ii) fees of the Trust's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the daily net asset value per share for each class of the Fund shares and of maintaining the books and records of account required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; (v) compensation 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 Trust or the Adviser ("Disinterested Trustees")Adviser; (vi) salaries of personnel involved in placing orders for the costs execution of any liability, uncollectible items portfolio transactions; insurance premiums on property or personnel of deposit the Portfolios and other insurance or fidelity bondthe Funds which inure to their benefit; (vii) the cost of preparing, printing, preparing and distributing prospectuses and statements of additional information, any supplements theretoprinting reports, proxy statements, statements and reports prospectuses of the Trust or other communications for existing distribution to its shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing the Trust's portion of any Rule 24f-2 fees under the 1940 Act; fees and expenses 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 governmental fees; all other charges and (xiii) costs associated with the Portfolios' and the Funds' operations, plus any extraordinary and non-recurring expenses. (c) , except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of a Fund the 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 costscosts and expenses, and (b) the Adviser shall be entitled to recover from the Portfolios and the Funds the actual costs incurred by the Adviser in rendering such services 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 Company shall bear all costs and 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 the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) The Adviser shall 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 Funds.office administration; (b) Each Fund shall bear all allocable portion of expenses and rent pertaining to the Administrator’s duties performed hereunder; (c) allocable portion of its operation (salaries, rent and expenses, including its proportionate share board meeting travel expenses, of executive officers of the general 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 Trust) not specifically assumed Company, an estimated budget for anticipated costs and expenses related hereunder in such form and substance as shall be requested by the AdviserBoard of Directors. Expenses borne 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 each Fund the Board of Directors (the “Approved Budget”). The Administrator shall includeobtain subsequent approval from the Board of Directors prior to incurring any material expense not otherwise specified in the Approved Budget. For purposes of this section, “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 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 investment shall be at least eighty-two percent (82%). All items of compensation to underwriters or dealers, including, but are not limited to, (i) organizational selling commissions, expenses, rights of first refusal, consulting fees, finders’ fees and offering expenses all other items of the Fund and expenses incurred in connection with the issuance compensation of shares of the Fund; (ii) fees of the Trust's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required any kind or description paid by the 1940 Act; (iv) expenditures Company, directly or indirectly, shall be taken into consideration in connection with meetings computing the amount of shareholders and Trustees, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Trustees who are not interested persons of the Trust or the Adviser ("Disinterested Trustees"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expensesallowable Front End Fees. (c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.

Allocation of Costs and Expenses. (a) The Adviser Except as otherwise provided in the Related Agreements, Primerica shall pay for all fees, costs and expenses incurred by Primerica or any of its Subsidiaries in connection with the Transactions, and Citigroup shall pay for all fees, costs and expenses incurred by any member of rendering its services pursuant to the terms of this Agreement, other than Citigroup Affiliated Group in connection with the costs of securities (including brokerage commissions, if any) purchased by the FundsTransactions. (b) Each Fund Notwithstanding Section 2.1(a) or Section 2.1(c) hereof, Citigroup shall bear all expenses pay (or to the extent incurred prior to the date hereof and paid for by Primerica or any of its operation (including its proportionate share Subsidiaries, will promptly reimburse Primerica or such Subsidiary for any and all amounts so paid upon receipt of the general expenses of the Trust) not specifically assumed by the Adviser. Expenses borne by each Fund shall includean invoice or similar documentation), but are not limited tofor all fees, (i) organizational and offering expenses of the Fund costs and expenses incurred in connection with prior to the issuance of shares of the Fund; (ii) fees of the Trust's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books 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; (v) compensation and expenses of Trustees who are not interested persons of the Trust or the Adviser ("Disinterested Trustees"date hereof as set forth on Schedule 2.1(b); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expenses. (c) To Notwithstanding Section 2.1(a) or Section 2.1(b) hereof, Primerica shall pay (or to the extent incurred and paid for by any member of the Adviser incurs Citigroup Affiliated Group, will promptly reimburse such member of the Citigroup Affiliated Group for any and all amounts so paid upon receipt of an invoice or similar documentation), for all the fees, costs which are an obligation of a Fund and expenses incurred prior to the date hereof as set forth herein and on Schedule 2.1(c). (d) Citigroup shall, to the extent commercially available and for a claims reporting period of six years from the effective date of the Initial Public Offering, arrange directors’ and officers’ liability insurance or “Tail Insurance,” applicable to acts occurring at or prior to such costs date, substantially upon the terms set forth in Schedule 2.1(d). Such insurance shall provide protection to directors and officers of Primerica and its Subsidiaries as respects their non-indemnifiable acts or omissions and shall provide protection to Primerica as respects indemnifiable acts or omissions of such insured directors and officers, and protection to Primerica for entity securities related claims. Such Tail Insurance shall be primary to any protection that could be available under Citigroup’s directors’ and officers’ liability insurance. The Tail Insurance shall be placed with insurers that have been an AM Best rating of no less than A-, VII, or equivalent S&P rating. Citigroup shall have total control and management over the negotiation and placement of such insurance coverage; provided that the coverage shall be reasonably rendered, the Fund shall promptly reimburse the Adviser for such costsacceptable to Primerica.

Allocation of Costs and Expenses. (a) The Adviser shall 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 Funds. (b) Each Fund Company shall bear all costs and expenses for the administration of its operation (including its proportionate share of business and shall reimburse the general Administrator for any such costs and expenses of the Trust) not specifically assumed that have been incurred by the AdviserAdministrator on behalf of such Company on the terms and conditions set forth in Section 5. Expenses borne by each Fund These costs and expenses shall include, but are not be limited to: 3 (a) office administration; (b) allocable portion of expenses and rent pertaining to the 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 section, “material expense” shall mean any expense which individually or as a series of related expenses, exceeds the 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 the Master Company’s investment adviser and/or sub-adviser, or any other person for deferred Organization and Offering Expenses, if any, shall not exceed the 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 offering committed to investment shall be at least eighty-two percent (82%). All items of compensation to underwriters or dealers, including, but not limited to, selling commissions, trailing commissions (i) organizational i.e., distribution and offering expenses shareholder service fees), consulting fees, finders’ fees and all other items of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the Trust's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books 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; (v) compensation and expenses of Trustees who are not interested persons of the Trust or the Adviser ("Disinterested Trustees"); (vi) the costs of any liabilitykind or description paid by a Company, uncollectible items directly or indirectly, shall be taken into consideration in computing the amount of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expensesallowable Front End Fees. (c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.

Allocation of Costs and Expenses. The Adviser shall reimburse the Fund monthly for any salaries paid by the Fund to officers, Directors, and 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 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 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) The Adviser shall pay the all brokers' commissions, issue and transfer taxes, and other costs of rendering its services pursuant chargeable to the terms of this Agreement, other than Fund and any Portfolio in connection with securities transactions to which the costs of Fund or any Portfolio is a party or in connection with securities (including brokerage commissions, if any) purchased owned by the Funds.Fund or any Portfolio; (b) Each Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the Trust) not specifically assumed by the Adviser. Expenses borne by each Fund shall includefees, but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the Trust's custodian and transfer agent; (iii) 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 net asset value per share Fund or for each class any Portfolio; (c) the 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 and records required its shares under laws administered by the 1940 Act; (iv) expenditures in connection with meetings Securities and Exchange Commission or under other applicable regulatory requirements, including the preparation and printing of shareholders and Trustees, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Trustees who are not interested persons of the Trust or the Adviser ("Disinterested Trustees"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information; (f) the compensation and expenses of its Directors; (g) the costs of printing and distributing reports, any supplements theretonotices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and reports 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 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 existing shareholders; 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; (viiii) legalthe expenses of repurchasing and redeeming shares of the Fund; (j) insurance premiums; (k) the costs of designing, auditingprinting, and accounting fees; issuing certificates representing shares of beneficial interest of the Fund; (ixl) trade extraordinary expenses, including fees and disbursements of Fund counsel, in connection with litigation by or against the Fund or any Portfolio; (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 (xo) filing fees and expenses the expenses, if any, of registering and maintaining registration of distributing shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expenses. (c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, paid by the Fund shall promptly reimburse pursuant to a Plan and Agreement of Distribution adopted under Rule 12b-1 of the Adviser for such costsInvestment Company Act of 1940.

Allocation of Costs and Expenses. (a) The Adviser shall 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 Funds. (b) Each Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the Trust) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the Trust's ’s custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books 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; (v) compensation and expenses of Trustees who are not interested persons of the Trust or the Adviser ("“Disinterested Trustees"”); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expenses. (c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.

Allocation of Costs and Expenses. (a) The Sub-Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, other than . The Portfolios and the costs of securities (including brokerage commissions, if any) purchased by the Funds. (b) Each Fund Funds shall bear and pay for all other expenses of its operation (operation, including its proportionate share of the general expenses of the Trust) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, 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 Fundshares; (ii) fees of the Trust's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the daily net asset value per share for each class of the Fund shares and of maintaining the books and records of account required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Sub-Adviser; (v) compensation 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 Trust Trust, the Adviser or the Adviser ("Disinterested Trustees")Sub-Adviser; (vi) salaries of personnel involved in placing orders for the costs execution of any liability, uncollectible items portfolio transactions; insurance premiums on property or personnel of deposit the Portfolios and other insurance or fidelity bondthe Funds which inure to their benefit; (vii) the cost of preparing, printing, preparing and distributing prospectuses and statements of additional information, any supplements theretoprinting reports, proxy statements, statements and reports prospectuses of the Trust or other communications for existing distribution to its shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing the Trust's portion of any Rule 24f-2 fees under the 1940 Act; fees and expenses 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 governmental fees; all other charges and (xiii) costs associated with the Portfolios' and the Funds' operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. 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. (c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.

Allocation of Costs and Expenses. (a) The Adviser shall 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 Funds. (b) Each Fund Company shall bear all costs and expenses for the administration of its operation (including its proportionate share of business and shall reimburse the general Administrator for any such costs and expenses of the Trust) not specifically assumed that have been incurred by the AdviserAdministrator on behalf of such Company on the terms and conditions set forth in Section 5. Expenses borne by each Fund These costs and expenses shall include, but are not be limited to: 4 (a) office administration; (b) allocable portion of expenses and rent pertaining to the 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 section, “material expense” shall mean any expense which individually or as a series of related expenses, exceeds the 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 the Master Company’s investment adviser and/or sub-adviser, or any other person for deferred Organization and Offering Expenses, if any, shall not exceed the 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 offering committed to investment shall be at least eighty-two percent (82%). All items of compensation to underwriters or dealers, including, but not limited to, selling commissions, trailing commissions (i) organizational i.e., distribution and offering expenses shareholder service fees), consulting fees, finders’ fees and all other items of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the Trust's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books 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; (v) compensation and expenses of Trustees who are not interested persons of the Trust or the Adviser ("Disinterested Trustees"); (vi) the costs of any liabilitykind or description paid by a Company, uncollectible items directly or indirectly, shall be taken into consideration in computing the amount of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expensesallowable Front End Fees. (c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.

Allocation of Costs and Expenses. Each Company shall bear all costs and 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 such Company on the terms and conditions set forth in Section 5. These costs and expenses shall include, but not be limited to: (a) The Adviser shall 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 Funds.office administration; (b) Each Fund shall bear all allocable portion of expenses and rent pertaining to the Administrator’s duties performed hereunder; (c) allocable portion of its operation (salaries, rent and expenses, including its proportionate share board meeting travel expenses, of executive officers of the general expenses 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 TrustIndependent Trustees); (d) not specifically assumed 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 AdviserBoards. Expenses borne 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 section, “material expense” shall mean any expense which individually or as a series of related expenses, exceeds the 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 the Master Company’s investment adviser and/or sub-adviser, or any other person for deferred Organization and Offering Expenses, if any, shall not exceed the fifteen percent (15%) limitation on Front End Fees (as defined in each Fund Company’s Declaration of Trust), regardless of the source of payment, and (ii) the percentage of gross proceeds of any offering committed to investment shall includebe at least eighty-five percent (85%). All items of compensation to underwriters or dealers, including, but are not limited to, selling commissions, trailing commissions (i) organizational i.e., distribution and offering expenses shareholder service fees), consulting fees, finders’ fees and all other items of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the Trust's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books 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; (v) compensation and expenses of Trustees who are not interested persons of the Trust or the Adviser ("Disinterested Trustees"); (vi) the costs of any liabilitykind or description paid by a Company, uncollectible items directly or indirectly, shall be taken into consideration in computing the amount of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expensesallowable Front End Fees. (c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.

Allocation of Costs and Expenses. (a) The Adviser shall 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 Funds. (b) Each Fund shall The Adviser agrees to bear all expenses of its operation (including its proportionate share of the general certain operating expenses of the Trust) not specifically assumed Fund. Expenses paid by the Adviser. Expenses borne by adviser for each Fund shall include, but and are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the Trust's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books 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; (v) compensation and expenses of Trustees who are not interested persons of the Trust or the Adviser ("Disinterested Trustees"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or and/or fidelity bondbonds; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) non-litigation related legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws. (c) The Fund agrees to bear all costs relating to; (xii) the costs of any uncollectible items of deposit, (ii) brokerage fees and commissions; (xiiiii) taxes and governmental fees; and (xiiiiv) litigation expenses, (v) interest, (vi) extraordinary and non-recurring expenses, and (vii) all other costs not listed in item (b) of section 6. (c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.

Allocation of Costs and Expenses. The Company shall bear all costs and 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 the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) The Adviser shall 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 Funds.office administration; (b) Each Fund allocable portion of expenses and rent pertaining to the 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 bear all expenses of its operation (including its proportionate share use commercially reasonable efforts to prepare, prior to each fiscal year end of the general 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 section, “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 18% limitation on Front End Fees (as defined in the Declaration of Trust), regardless of the source of payment, and (ii) not specifically assumed by the Adviserpercentage of gross proceeds of any offering committed to investment shall be at least eighty-two percent (82%). Expenses borne by each Fund shall includeAll items of compensation to underwriters or dealers, including, but are not limited to, (i) organizational selling commissions, expenses, rights of first refusal, consulting fees, finders’ fees and offering expenses all other items of the Fund and expenses incurred in connection with the issuance compensation of shares of the Fund; (ii) fees of the Trust's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required any kind or description paid by the 1940 Act; (iv) expenditures Company, directly or indirectly, shall be taken into consideration in connection with meetings computing the amount of shareholders and Trustees, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Trustees who are not interested persons of the Trust or the Adviser ("Disinterested Trustees"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expensesallowable Front End Fees. (c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.

Allocation of Costs and Expenses. All out-of-pocket expenses incurred for goods or services from third-party vendors or other unrelated parties which are identifiable to a particular State Auto Company, including without limitation, director’s fees, legal fees, audit fees, stock transfer expenses, travel expenses, stationery, supplies and items of a similar nature, shall be charged to the State Auto Company for whose benefit such costs or expenses were incurred, and to the extent any of these expenses are subject to the 2011 Pooling Agreement, they shall be shared among the parties to the 2011 Pooling Agreement in accordance with its terms. Expenses shall be apportioned in accordance with SSAP No. 70 "Allocation of Expenses." The books, accounts, and records shall be so maintained as to clearly and accurately disclose the nature and details of the transactions including such accounting information as is necessary to support the expenses apportioned to the respective parties. All costs and expenses incurred by State Auto P&C for the employees, equipment, facilities and other items shared by the parties pursuant to this Agreement shall be allocated among the parties to this Agreement as follows: (a) The Adviser Insurance Losses, Loss Adjustment Expenses and Underwriting Expenses of Mutual, Meridian, State Auto P&C, Milbank, Patrons and SA OH - All insurance losses, loss adjustment expenses and underwriting expenses of Mutual, Meridian, State Auto P&C, Milbank, Patrons and SA OH (collectively, the “Pooled Companies;” individually, a “Pooled Company”), as computed under the statutory accounting principles used by State Auto P&C from time to time, including, but not limited to, all related claim adjustment services, commissions and brokerage expenses, salaries and employee relations and welfare expenses and all other loss adjustment and other underwriting expenses to be reflected in the annual statement to be filed with state insurance authorities, shall pay be shared by each of the costs Pooled Companies in accordance with the provisions of rendering its services pursuant the pooling arrangement as in effect through the 2011 Pooling Agreement. It is understood and acknowledged that the percentages by which such losses and expenses are shared under the 2011 Pooling Agreement and other provisions of the 2011 Pooling Agreement may be changed from time to time under procedures outlined in the 2011 Pooling Agreement. It is further understood and agreed that while SA WI and certain ▇▇▇▇▇▇▇▇ Companies are parties to the terms of this 2011 Pooling Agreement, other than the costs of securities (including brokerage commissionsthey are parties to separate management agreements with State Auto P&C and State Auto Mutual, if any) purchased by the Fundswhich contain provisions substantially similar to this section 6(a). (b) Each Fund Expenses of STFC, Stateco, Facilitators, 518 PML, SA Holdings, CDC, Partners and Network - The salary expenses attributable to State Auto P&C employees performing services for the Service Companies, in the course of such Service Company providing services to any Managed Company under this Agreement, shall bear all expenses be reimbursed to State Auto P&C by each of its operation (including its proportionate share these companies based on an allocation of the general expenses time these individuals spend on behalf of each of the Trust) not specifically assumed by the AdviserService Companies. Expenses borne by In addition, each Fund shall include, but are not limited to, (i) organizational and offering expenses of the Fund Service Companies shall reimburse State Auto P&C for the expense of services provided to it by State Auto P&C including, without limitation, payroll taxes, benefits, overhead, and rent based on a percentage of the aforesaid salary expenses incurred to be determined annually by State Auto P&C in connection an amount that reasonably reflects the actual costs of the aforesaid items. The parties understand and agree Stateco has in place Investment Management Agreements with the issuance of shares of the Fund; (ii) fees of the Trust's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Trustees, other than those called solely insurers party to accommodate the Adviser; (v) compensation and expenses of Trustees who are not interested persons of the Trust or the Adviser ("Disinterested Trustees"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expensesthis Agreement. (c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.

Allocation of Costs and Expenses. (a) The Adviser In full consideration of the provision of the services of the Administrator, the Corporation shall pay reimburse the Administrator for 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 and expenses incurred by the Funds. (b) Each Fund Administrator in performing its obligations and providing personnel and facilities hereunder. The Administrator shall not be entitled to any additional compensation hereunder. The Corporation will bear all costs and expenses of that are incurred in its operation (including its proportionate share of the general expenses of the Trust) and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of September 9, 2010 by and between the Corporation and the Adviser. Expenses Costs and expenses to be borne by each Fund shall the Corporation include, but are not limited to, (i) organizational those relating to: organization and offering expenses of offering; calculating the Fund Corporation’s net asset value; effecting sales and expenses incurred in connection with the issuance repurchases of shares of the FundCorporation’s common stock and other securities; investment advisory fees; fees and all other expenses payable to third parties relating to, or associated with (i) making and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Corporation’s shares on any securities exchange; federal, state and local taxes; independent Directors’ fees and expenses; costs of the Trust's custodian proxy statements, stockholders’ reports and transfer agentnotices; (iii) fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; travel-related and other expenses of pricing for executive and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures administrative staff in connection with meetings of shareholders and Trustees, other than those called solely to accommodate activities for the Adviser; (v) compensation and expenses of Trustees who are not interested persons benefit of the Trust Corporation; expenses for branding, marketing and advertising the Corporation; office equipment and supplies and all other expenses incurred by the Corporation or the Adviser ("Disinterested Trustees"); (vi) Administrator in connection with administering the costs of any liabilityCorporation’s business, uncollectible items of deposit including payments under this Agreement between the Corporation and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares Administrator based upon the Corporation’s allocable portion of the Fund Administrator’s overhead in performing its obligations under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expensesthis Agreement, including rent. (c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.

Allocation of Costs and Expenses. (a) The Adviser shall 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 Funds. (b) Each Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the Trust) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the Trust's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books 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; (v) compensation and expenses of Trustees who are not interested persons of the Trust or the Adviser ("Disinterested Trustees"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or of fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expenses. (c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.

Allocation of Costs and Expenses. The Company shall bear all costs and 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 the Company on the terms and conditions set forth in Section 5. These costs and expenses shall include, but not be limited to: (a) The Adviser shall pay corporate, organizational and offering expenses relating to offerings of the costs Company’s shares of rendering its services pursuant beneficial interest, subject to the terms limitations included in Section 3 of this the Investment Management Agreement entered into between the Company and STRF Advisors LLC, dated [ ], 2016 (the “Management Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.”); (b) Each Fund shall bear all expenses the cost of its operation (including its proportionate share of the general expenses of the Trust) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the Trust's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the Company’s net asset value per share for each class value, including the related fees and cost of any third-party valuation services; (c) the Fund and allocable costs of maintaining providing managerial assistance to those portfolio companies that require it; (d) the books 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; (v) compensation and expenses of Trustees who are not interested persons any employees of the Trust or the Adviser ("Disinterested Trustees"); (vi) the costs Company and of any liabilityother persons rendering any services to the Company; (e) clerical and shareholder staff salaries; (f) fees, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printingdues, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; expenses incurred by the Company in connection with membership in investment company organizations; (viiig) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses associated with independent audits, accountants, and outside legal costs, including compliance with the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of registering 2002, the 1940 Act and maintaining registration of shares of the Fund under applicable federal and state securities laws; (h) insurance expenses; (i) travel expenses in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and enforcing the Company’s rights in respect of such investments; (j) fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of the Company; (k) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, copying, and secretarial costs; (l) all direct and indirect costs and expenses incurred by STRF Advisors LLC for office space rental, office equipment, utilities and other non-compensation related overhead allocable to performance of investment advisory services under the Management Agreement by STRF Advisors LLC, including the costs and expenses of due diligence of potential investments, monitoring performance of the Company’s investments, serving as directors/trustees and/or officers of portfolio companies, enforcing the Company’s rights in respect of its investments and disposing of investments; (m) the cost of effecting sales and repurchases of shares of the Company’s shares of beneficial interest and other securities; (n) fees payable to third parties, including agents, consultants or advisers, relating to, or associated with, monitoring the Company’s financial and legal affairs, making investments, valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments, and disposing of investments; (o) expenses of registering shares under federal and state securities law, including expenses incurred by the Company in connection with the organization and initial registration of shares of the Company; (p) all costs of registration and listing the Company’s shares on any securities exchange; (q) expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Company; (r) the cost of preparing and filing reports, proxy statements or other notices, stock certificates, prospectuses, statements of additional information or other documents required by the SEC, including printing and mailing costs; (s) expenses of shareholders’ meetings and proxy solicitations; (t) the Company’s allocable portion of the fidelity bond, trustees and officers/errors and omissions liability insurance and any other insurance premiums; (u) advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of the Company’s shares that the Company is authorized to pay pursuant to with any servicing plan; (v) all brokerage fees and commissions for the Company’s investments; federal, state and local taxes; borrowing costs (xisuch as (i) brokerage commissions; (xii) taxes interest payable on debt, if any, incurred to finance the investment advisory and governmental fees; management fees payable under the Management Agreement and (xiiiii) extraordinary dividend expenses on securities sold short); (w) fees and expenses of the non-recurring expenses.interested person trustees and such extraordinary or nonrecurring expenses as may arise, including litigation to which the Company may be a party and indemnification of the Company’s trustees and officers with respect thereto; (cx) To all other expenses incurred by the extent Company or the Adviser incurs Administrator in connection with administering the Company’s business, including expenses incurred by the Administrator in performing its obligations, including, but not limited to, any costs which payments made by the Administrator to any Sub-Administrator; and (y) the reimbursement of the compensation of the Company’s chief financial officer and chief compliance officer and their respective staff, whose salaries are an obligation of a Fund as set forth herein and paid by the Administrator, to the extent that each such costs have been reasonably rendered, reimbursement amount is subject to the Fund shall promptly reimburse the Adviser for such costslimitations included in this Agreement.