Common use of Allocation of Expenses Clause in Contracts

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreement, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trust.

Allocation of Expenses. Except for The expenses of the services Fund and facilities the expenses of WRIMCO in performing its functions under this Agreement shall be divided into two classes, to wit: (i) those expenses which will be provided paid in full by WRIMCO as set forth in subparagraph "A" hereof, and (ii) those expenses which will be paid in full by the Adviser pursuant Fund, as set forth in subparagraph "B" hereof. A. With respect to the duties of WRIMCO under Section 6 of this AgreementII above, the Trust assumes and it shall pay all expenses in full, except as to the brokerage and research services acquired through the allocation of commissions as provided in Section IV hereinafter, for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) the salaries and employment benefits of all expenses employees of organizing the Trust; WRIMCO who are engaged in providing these advisory services; (b) adequate office space and suitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. In addition, WRIMCO shall pay the charges fees and expenses of any registrar, stock transfer all directors of the Fund who are employees of WRIMCO or an affiliated corporation and dividend disbursing agent, custodian or depository appointed by the Trust salaries and employment benefits of all officers of the Fund who are affiliated persons of WRIMCO. B. The Fund shall pay in full for the safekeeping all of its cash, portfolio securities and other property and pricing services provided to the Trust expenses which are not listed above (other than those utilized assumed by W&R or its affiliates in their respective capacities as principal underwriter of the Adviser in providing shares of the services described in Section 2Fund, as Shareholder Servicing Agent or as Accounting Services Agent for the Fund); , including (ca) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; reports to shareholders of the Fund including mailing costs; (jb) compensation the costs of printing all proxy statements and all other costs and expenses of trustees meetings of shareholders of the Fund (unless the Fund and WRIMCO shall otherwise agree); (c) interest, taxes, brokerage commission and premiums on fidelity and other insurance; (d) audit fees and expenses of independent accountants and legal fees and expenses of attorneys, but not of attorneys who are employees of WRIMCO or an affiliated company; (e) fees and expenses of its directors not affiliated with WRIMCO or its affiliates; (f) custodian fees and expenses; (g) fees payable by the Adviser; (k) charges and expenses Fund under the Securities Act of legal counsel in connection with matters relating to the Trust1933, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover and the Adviser; securities or "Blue-Sky" laws of any jurisdiction; (nh) expenses incurred in obtaining fees and maintaining any surety bond or similar coverage with respect to securities assessments of the Trust; Investment Company Institute or any successor organization; (o) interest payable on Trust borrowings; (pi) such other non-non recurring or extraordinary expenses of the Trust as may arise, including expenses litigation affecting the Fund and any indemnification by the Fund of actionsits officers, suits or proceedings to which the Trust is a party directors, employees and expenses resulting from the legal obligation that the Trust may have to provide indemnity agents with respect thereto; ; (qj) the costs and expenses and fees reasonably incidental to provided for in any Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of this Section III. In the event that any of the foregoing specifically identified expenses;shall, in the first instance, be paid by WRIMCO, the Fund shall pay the same to WRIMCO on presentation of a statement with respect thereto. C. WRIMCO, or an affiliate of WRIMCO, may also act as (ri) listing fees transfer agent or shareholder servicing agent of the Fund and/or as (ii) accounting services agent of the Fund if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between the Fund and expenses; and (s) all other expenses permitted WRIMCO or such affiliate. The corporation, whether WRIMCO or its affiliate, which is the party to such Agreement with the Fund is referred to as the "Agent." Each such Agreement shall provide in substance that it shall not go into effect, or be amended, or a new agreement covering the same topics between the Fund and the Agent be entered into unless the terms of such Agreement, such amendment or such new agreement have been approved by the Prospectus and Statement Board of Additional Information Directors of the Trust Fund, including the vote of a majority of the directors who are not "interested persons" as being paid defined in the 1940 Act, of either party to the Agreement, such amendment or such new agreement (considering WRIMCO to be such a party even if at the time in question the Agent is an affiliate of WRIMCO), cast in person at a meeting called for the purpose of voting on such approval. Such a vote is referred to as a "disinterested director" vote. Each such Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the date of its execution and from year to year thereafter only if such continuance is specifically approved at least annually by a disinterested director vote, and that any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued are services required for the operation of the Fund; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality. Any such Agreement may also provide in substance that any disinterested director vote may be conditioned on the favorable vote of the holders of a majority (as defined in or under the ▇▇▇▇ ▇▇▇) of the outstanding shares of each class of the Fund. Any such Agreement shall also provide in substance that it may be terminated by the TrustAgent at any time without penalty upon giving the Fund one hundred twenty (120) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Agent sixty (60) days' written notice (which notice may be waived by the Agent), provided that such termination by the Fund shall be directed or approved by the vote of a majority of the Board of Directors of the Fund in office at the time or by the vote of the holders of a majority (as defined in or under the ▇▇▇▇ ▇▇▇) of the outstanding shares of each class of the Fund.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreement, the Trust The Fund assumes and shall pay all expenses for all other Trust Fund operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust Fund provides otherwise, the expenses to be borne by the Trust Fund shall include, without limitation: (a) all expenses of organizing the TrustFund; (b) the charges and expenses of any registrar, stock transfer and or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Trust Fund for the safekeeping of its cash, portfolio securities and other property property, including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Trust Fund (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the TrustFund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust Fund to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the TrustFund; (g) expenses involved in registering and maintaining registrations of the Trust Fund and of its Shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the TrustFund, and including compensation of persons who are employees of the Adviser, in proportion to the relative time spent on such matters; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materialsprospectuses; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the TrustFund, including, without limitation, legal services rendered in connection with the Trust Fund’s trust and financial structure and relations with its shareholders, issuance of Shares of the Trust Fund and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the TrustFund, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, Act which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the TrustFund; (o) interest payable on Trust Fund borrowings; (p) such other non-recurring expenses of the Trust Fund as may arise, including expenses of actions, suits or proceedings to which the Trust on behalf of the Fund is a party and expenses resulting from the legal obligation that the Trust on behalf of the Fund may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (sr) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust Fund as being paid by the TrustFund.

Allocation of Expenses. Except for a. In addition to the services and facilities to be provided by the Adviser pursuant to fee described in Section 6 of this Agreement2 hereof, the Trust assumes and each Fund shall pay all its costs and expenses for which are not assumed by Adviser. These Fund expenses include, by way of example, but not by way of limitation, all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by in the Adviser. Unless the Prospectus or Statement of Additional Information operation of the Trust provides otherwiseFund and any public offering of its shares, including, among others, fees (if any) associated with a plan of distribution adopted pursuant to Rule 12b-1 under the expenses to be borne by 1940 Act ("Plan of Distribution"), interest, taxes, brokerage fees and commissions, fees of the Trust shall includedirectors who are not employees of Adviser or the principal underwriter of the Fund's shares (the "Underwriter"), without limitation: (a) all or any of their affiliates, expenses of organizing the Trust; (b) the charges directors' and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expensesshareholders' meetings, including the cost of printing certificatesand mailing proxies, relating expenses of insurance premiums for fidelity and other coverage, expenses of redemption of shares, expenses of issue and sale of shares (to the issuance extent not borne by the Underwriter under its agreement with the Fund), expenses of Shares printing and mailing stock certificates representing shares of the Trust; (g) expenses involved in Fund, association membership dues, charges of custodians, transfer agents, dividend disbursing agents, accounting services agents, investor servicing agents, and bookkeeping, auditing, and legal expenses. Each Fund will also pay the fees and bear the expense of registering and maintaining registrations the registration of the Trust Fund and of its Shares shares with the Securities and Exchange Commission (“SEC”) and registering or qualifying its shares under state or other jurisdictions, including reimbursement of actual expenses incurred by securities laws and the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses expense of preparing and printing mailing prospectuses and marketing materials;reports to shareholders. (j) compensation b. The Underwriter shall bear all advertising and promotional expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its distribution of each Fund's shares, including paying for prospectuses for new shareholders, issuance except as provided in the following sentence. No Fund shall use any of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses its assets to finance costs incurred in obtaining and maintaining any surety bond or similar coverage connection with respect the distribution of its shares except pursuant to securities a Plan of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the TrustDistribution.

Allocation of Expenses. Except for During the period of this contract, the Fund shall pay or cause to be paid all expenses, costs and fees incurred by the Fund which are not assumed by Investors or Fortis Advisers, Inc. ("Advisers"). Investors agrees to provide, and shall pay costs which it incurs in connection with providing personal, continuing services to shareholders (such costs are referred to as "Shareholder Servicing Costs"). Shareholder Servicing Costs include all expenses of Investors incurred in connection with providing administrative or accounting services to shareholders of each Class, including, but not limited to, an allocation of Investor's overhead and facilities payments made to persons, including employees of Investors, who respond to inquiries of shareholders regarding their ownership of Class shares, or who provide other administrative or accounting services not otherwise required to be provided by the Adviser pursuant applicable Funds' investment adviser or transfer agent. Notwithstanding the foregoing, if the National Association of Securities Dealers, Inc. ("NASD") adopts a definition of "service fee" for purposes of Section 26(d) of the NASD Rules of Fair Practice that differs from a definition of Shareholder Servicing Costs in this paragraph, or if the NASD adopts a related definition intended to Section 6 of this Agreementdefine the same concept, the Trust assumes and definition of Shareholder Servicing Costs in this paragraph shall be automatically amended, without further action of the parties, to conform to such NASD definition. Investors shall also pay all costs of distributing the shares of each Class ("Distribution Expenses"). Distribution expenses for all include, but are not limited to, initial and ongoing sales compensation (in addition to sales loads) paid to registered representatives of Investors and to other Trust operations broker-dealers and activities and shall reimburse the Adviser for any such participating financial institutions; expenses incurred by in the Adviser. Unless the Prospectus or Statement printing of Additional Information prospectuses, statements of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) all additional information and reports used for sales purposes; expenses of organizing the Trust; (b) the charges preparation and distribution of sales literature; expenses of advertising of any type; an allocation of Investors' overhead; payments to and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing persons who provide support services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance distribution of Shares of the Trust and registration and qualification of Shares under federal, state Fund shares; and other laws; (l) distribution-related expenses. Advisers, rather than Investors, may bear the cost and expense of maintaining the books and records of the Trustexpenses referred to in this paragraph, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) but Investors shall be primarily liable for such expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trustuntil paid.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this AgreementIMCO set forth in Paragraphs 2 and 3 above, the Trust Company assumes and shall pay all expenses for all other Trust Company operations and activities and shall reimburse the Adviser IMCO for any such expenses incurred by the AdviserIMCO. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the The expenses to be borne by the Trust Company shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges and expenses of any registrar, stock share transfer and or dividend disbursing agent, custodian custodian, or depository appointed by the Trust Company for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2)property; (cb) the charges and expenses of bookkeeping, accounting and auditors; (dc) brokerage commissions and other costs incurred in connection with for transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934Company; (ed) all taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust Company to federal, state or other governmental agencies; (fe) expenses, including the cost of printing certificates, relating to the issuance of share certificates representing Shares of the TrustCompany; (gf) expenses fees involved in registering and maintaining registrations of the Trust Company and of its Shares with the Securities SEC and Exchange Commission (“SEC”) various states and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (hg) all expenses of shareholders’ ' and trustees’ meetings, including Board meetings of committees, and of preparing, printing and distributing mailing proxy statements, quarterly reports, if any, semi-annual semiannual reports, annual reports and other communications (including Prospectuses) to existing shareholders; (h) compensation and travel expenses of Board members who are not "interested persons" within the meaning of the 1940 Act; (i) expenses the expense of preparing and printing prospectuses and marketing materialsfurnishing or causing to be furnished to each shareholder a statement of his account, including the expense of mailing; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the TrustCompany, including, without limitation, legal services rendered in connection with the Trust Company's legal and financial structure and relations with its shareholders, issuance of Shares of the Trust Company Shares, and registration and qualification of Shares securities under federal, state and other laws; (lk) membership or association dues for the cost and expense of maintaining the books and records of the Trust, including general ledger accountingInvestment Company Institute or similar organizations; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (ol) interest payable on Trust Company borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trust.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreement, the Trust The Fund assumes and shall pay all expenses for all other Trust Fund operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust Fund provides otherwise, the expenses to be borne by the Trust Fund shall include, without limitation: (a) all expenses of organizing the TrustFund; (b) the charges and expenses of any registrar, stock transfer and or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Trust Fund for the safekeeping of its cash, portfolio securities and other property property, including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Trust Fund (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the TrustFund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust Fund to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, expenses relating to the issuance of Shares of the TrustFund; (g) expenses involved in registering and maintaining registrations of the Trust Fund and of its Shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materialsprospectuses; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) if approved by the Trust’s Board of Trustees, compensation and expenses of the Fund’s chief compliance officer and expenses associated with the Fund’s compliance program; (l) charges and expenses of legal counsel in connection with matters relating to the TrustFund, including, without limitation, legal services rendered in connection with the Trust Fund’s trust and financial structure and relations with its shareholders, issuance of Shares of the Trust Fund and registration and qualification of Shares under federal, state and other laws; (lm) the cost and expense of maintaining the books and records of the TrustFund, including general ledger accounting; (mn) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, Act which may also cover the Adviser; (no) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the TrustFund; (op) interest payable on Trust Fund borrowings; (pq) such other non-recurring expenses of the Trust Fund as may arise, including expenses of actions, suits or proceedings to which the Trust on behalf of the Fund is a party and expenses resulting from the legal obligation that the Trust on behalf of the Fund may have to provide indemnity with respect thereto; (qr) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust Fund as being paid by the TrustFund.

Allocation of Expenses. Except Each party to this Agreement shall bear the costs and expenses of performing its obligations hereunder. In this regard, the Adviser specifically agrees that the Sub-Adviser shall not be responsible for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreement, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitationfollowing expenses: (a) all fees and expenses incurred in connection with the issuance, registration and transfer of organizing the Trustits shares; (b) the charges brokerage and commission expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed incurred by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2)Fund; (c) all expenses of transfer, receipt, safekeeping, servicing and accounting for the charges cash, securities and other property of the Trust for the benefit of the Fund including all fees and expenses of bookkeepingits Custodian, shareholder services agent and accounting and auditorsservices agent; (d) brokerage commissions interest charges on any Fund borrowings; (e) costs and other costs expenses of pricing and calculating its daily net asset value (including, without limitation, any equipment or services obtained for the purpose of pricing shares or valuing the Fund’s assets) and of maintaining its books of account required under the 1940 Act, except for the expenses incurred by the Sub-Adviser in connection with transactions its services under Paragraph 13 hereunder, which are expenses of the Sub-Adviser; (f) Fund taxes, if any; (g) except as stated below, expenditures in connection with meetings of the portfolio securities Fund’s shareholders and the Board; (h) salaries and expenses of officers of the Trust, including any portion without limitation the Trust’s Chief Compliance Officer, and fees and expenses of such commissions attributable to brokerage and research services as defined in Section 28(e) members of the Securities Exchange Act Board or members of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing any advisory board or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholderscommittee; (i) expenses insurance premiums on property or personnel of preparing the Fund which inure to its benefit, including liability and printing prospectuses and marketing materialsfidelity bond insurance; (j) compensation legal, auditing and accounting fees of the Fund and trade association dues or educational program expenses of trustees who are not affiliated with the Adviser;Trust or the Board of Trustees; and (k) charges fees and expenses (including legal fees) of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust registering and financial structure and relations with its shareholders, issuance of Shares maintaining registration of the Trust Fund’s shares for sale under applicable securities laws; all expenses of maintaining and registration and qualification of Shares under federalservicing shareholder accounts, state including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other laws; (l) agents for the cost and expense of maintaining the books and records benefit of the TrustFund, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage if any. The Sub-Adviser specifically agrees that with respect to securities the operation of the Trust; Fund, the Sub-Adviser shall be responsible for (oi) interest payable on Trust borrowings; providing the personnel, office space, furnishings, equipment and personnel reasonably necessary to provide its sub-advisory services to the Fund hereunder, and (pii) such other non-recurring expenses the costs of any special Board meetings or shareholder meetings convened for the primary benefit of the Trust as may arise, including Sub-Adviser. Nothing in this Agreement shall alter the allocation of expenses of actions, suits and costs agreed upon between the Fund and the Adviser in the Advisory Agreement or proceedings any other agreement to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trustthey are parties.

Allocation of Expenses. Except for During the services and facilities to be provided by the Adviser pursuant to Section 6 term of this Agreement, the Trust assumes and shall PIMCO will pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any incurred by it in connection with its obligations under this Agreement with respect to a Fund, except such expenses incurred as are assumed by the AdviserFund under this Agreement. Unless In addition, PIMCO shall bear the Prospectus or Statement of Additional Information of the Trust provides otherwise, the following expenses to be borne by the Trust shall include, without limitationunder this Agreement: (a) Expenses of all expenses of organizing the Trustaudits by each Fund’s independent public accountants; (b) the charges and expenses Expenses of any each Fund’s transfer agent, registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2)recordkeeping agent; (c) Expenses of each Fund’s custodial services, including any recordkeeping services provided by the charges and expenses of bookkeeping, accounting and auditorscustodian; (d) brokerage commissions and other costs incurred in connection with transactions in Expenses of obtaining quotations for calculating the portfolio securities value of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934each Fund’s net assets; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agenciesExpenses of maintaining each Fund’s tax records; (f) expensesCosts and/or fees, including legal fees, incident to meetings of each Fund’s shareholders, the cost preparation, printing and mailings of printing certificateseach Fund’s prospectuses, relating to the issuance of Shares notices and proxy statements, press releases and reports of the TrustFund to its shareholders, the filing of reports with regulatory bodies, the maintenance of the Fund’s existence and qualification to do business, the expenses of issuing, redeeming, registering and qualifying for sale, common shares with federal and state securities authorities, and the expense of qualifying and listing Shares with any securities exchange or other trading system; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictionsEach Fund’s ordinary legal fees, including reimbursement the legal fees that arise in the ordinary course of actual expenses incurred by the Adviser business for a Massachusetts business trust or others in performing such functions Maryland corporation, as applicable, registered as a closed-end management investment company and, as applicable, listed for the Trusttrading with a securities exchange or other trading system; (h) expenses Costs of shareholders’ and trustees’ meetings, including meetings printing certificates representing Shares of committees, and of preparing, printing and distributing proxy statements, quarterly reportseach Fund, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares Each Fund’s pro rata portion of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover or other insurance premiums; and (j) Association membership dues. Each Fund shall bear the Adviserfollowing expenses: (a) Salaries and other compensation or expenses, including travel expenses, of any of the Fund’s executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of PIMCO or its subsidiaries or affiliates; (nb) expenses incurred in obtaining Taxes and maintaining any surety bond or similar coverage with respect to securities of governmental fees, if any, levied against the TrustFund; (oc) interest payable on Trust borrowingsBrokerage fees and commissions, and other portfolio transaction expenses incurred by or for the Fund (including, without limitation, fees and expenses of outside legal counsel or third-party consultants retained in connection with reviewing, negotiating and structuring specialized loan and other investments made by the Fund, subject to specific or general authorization by the Fund’s Board of Trustees/Directors); (pd) such Expenses of the Fund’s securities lending (if any), including any securities lending agent fees, as governed by a separate securities lending agreement; (e) Costs, including interest expenses, of borrowing money or engaging in other non-recurring types of leverage financing including, without limitation, through the use by the Fund of reverse repurchase agreements, tender option bonds, bank borrowings and credit facilities; (f) Costs, including dividend and/or interest expenses and other costs (including, without limitation, offering and related legal costs, fees to brokers, fees to auction agents, fees to transfer agents, fees to ratings agencies and fees to auditors associated with satisfying ratings agency requirements for preferred shares or other securities issued by the Fund and other related requirements in a Fund’s organizational documents) associated with the Fund’s issuance, offering, redemption and maintenance of preferred shares, commercial paper or other senior securities for the purpose of incurring leverage; (g) Fees and expenses of any underlying funds or other pooled vehicles in which the Trust Fund invests; (h) Dividend and interest expenses on short positions taken by the Fund; (i) Fees and expenses, including travel expenses, and fees and expenses of legal counsel retained for their benefit, of Trustees/Directors who are not officers, employees, partners, shareholders or members of PIMCO or its subsidiaries or affiliates; (j) Extraordinary expenses, including extraordinary legal expenses, as may arise, including expenses of actionsincurred in connection with litigation, suits or proceedings to which the Trust is a party proceedings, other claims, and expenses resulting from the legal obligation that obligations of the Trust may have Fund to provide indemnity indemnify its Trustees/Directors, officers, employees, shareholders, distributors, and agents with respect thereto; (qk) Organizational and offering expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees Fund, including with respect to Share offerings, such as rights offerings and expensesshelf offerings, following the Fund’s initial offering, and expenses associated with tender offers and other Share repurchases and redemptions; and (sf) all other expenses permitted by the Prospectus and Statement of Additional Information Expenses of the Trust as being paid by the TrustFund which are capitalized in accordance with generally accepted accounting principles.

Allocation of Expenses. Except The Adviser agrees that it will furnish the Trust, at the Adviser's expense, all office space, facilities, equipment and clerical personnel necessary for the services and facilities carrying out its duties under this Agreement. The Adviser agrees that it will supply, or cause to be supplied, to any sub-adviser, administrator or principal underwriter of the Trust all necessary financial information in connection with such sub-adviser's, administrator's or principal underwriter's duties under any agreement between such sub-adviser, administrator or principal underwriter and the Business Trust. The Adviser will also pay all compensation of the Trust's officers, employees, and Trustees, if any, who are affiliated persons of the Adviser, provided that if any Trustee is an affiliate of the Adviser solely by reason of being a member of its Board of Directors, the Trust may pay compensation to such Trustee, but at a rate no greater than the rate it pays to its other Trustees. The Trust agrees to bear the costs of preparing and setting in type its prospectuses, statements of additional information and reports to its shareholders, and the costs of printing or otherwise producing and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All costs and expenses not expressly assumed by the Adviser pursuant under this Agreement or by such sub-adviser, administrator or principal underwriter shall be paid by the Trust, including, but not limited to Section 6 (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation of this Agreement, the Trust assumes and shall pay all expenses for all its Trustees other Trust operations and activities and shall reimburse than those affiliated with the Adviser for any or such expenses incurred by the Adviser. Unless the Prospectus sub-adviser, administrator or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges principal underwriter and expenses of any registrar, stock all of its Trustees; (v) legal and audit expenses; (vi) custodian and transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cashshareholder servicing agent, portfolio securities fees and other property and pricing services provided to the Trust expenses; (other than those utilized by the Adviser in providing the services described in Section 2); (cvii) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating incident to the issuance of Shares of its shares (including issuance on the Trust; payment of, or reinvestment of, dividends); (gviii) fees and expenses involved in registering and maintaining registrations incident to the registration under Federal or State securities laws of the Trust and of or its Shares with the Securities and Exchange Commission shares; (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (hix) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual mailing reports and other communications notices and proxy material to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records shareholders of the Trust, including general ledger accounting; ; (mx) insurance premiums on fidelity, errors and omissions and all other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect incidental to securities holding meetings of the Trust; 's shareholders; and (o) interest payable on Trust borrowings; (pxi) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to litigation affecting the Trust and the legal obligations for which the Trust is a party and expenses resulting from the legal obligation that the Business Trust may have to provide indemnity with respect thereto; (q) expenses indemnify its officers and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the TrustTrustees.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this AgreementManager as set forth in Paragraph 2 above, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser Manager for any such expenses incurred by the AdviserManager. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the The expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges and expenses of any registrar, stock transfer and or dividend disbursing agent, custodian custodian, or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2)property; (cb) the charges and expenses of bookkeeping, accounting and auditors; (dc) brokerage commissions and other costs incurred in connection with for transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (ed) all taxes, including issuance and transfer taxes, and trust registration, filing or other corporate fees payable by the Trust to federalFederal, state or other governmental agencies; (fe) expenses, including the cost of printing certificates, relating to the issuance of Shares stock certificates (if any) representing shares of the Trust; (gf) expenses involved in registering and maintaining registrations of the Trust and of its Shares shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including reimbursement reimbursements of actual expenses incurred by the Adviser or others Manager in performing such functions for the Trust; (hg) all expenses of shareholders’ ' and trustees’ Trustees' meetings, including meetings of committees, committees and of preparing, printing and distributing mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (h) all expenses of preparing and setting in type prospectuses, and expenses of printing and mailing the same to shareholders (but not expenses of printing and mailing of prospectuses and literature used for promotional purposes); (i) compensation and travel expenses of preparing and printing prospectuses and marketing materialsTrustees who are not "interested persons" within the meaning of the 1940 Act; (j) compensation and expenses the expense of trustees who are not affiliated with furnishing, or causing to be furnished, to each shareholder a statement of his account, including the Adviserexpense of mailing; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust Trust's corporate and financial structure and relations with its shareholders, issuance of Shares of the Trust shares and registration and qualification of Shares securities under federalFederal, state and other laws. (l) the expenses of attendance at professional meetings of organizations such as the Investment Company Institute, the No Load Mutual Fund Association, or Commerce Clearing House by the Trustees and officers of the Trust, and the membership or association dues of such organizations; (lm) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (mn) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining insurance including a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings;; and (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trustpostage.

Allocation of Expenses. Except Each party to this Agreement shall bear the costs and expenses of performing its obligations hereunder. In this regard, the Adviser specifically agrees that the Sub-Adviser shall not be responsible for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreement, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitationfollowing expenses: (a) all fees and expenses incurred in connection with the issuance, registration and transfer of organizing the TrustFund’s shares; (b) the charges brokerage and commission expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed incurred by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2)Fund; (c) all expenses of transfer, receipt, safekeeping, servicing and accounting for the charges cash, securities and other property of the Trust for the benefit of the Fund including all fees and expenses of bookkeepingits Custodian, shareholder services agent and accounting and auditorsservices agent; (d) brokerage commissions interest charges on any Fund borrowings; (e) costs and other costs expenses of pricing and calculating its daily net asset value (including, without limitation, any equipment or services obtained for the purpose of pricing shares or valuing the Fund’s assets) and of maintaining its books of account required under the 1940 Act, except for the expenses incurred by the Sub-Adviser in connection with transactions its services under Section 12 hereunder, which are expenses of the Sub-Adviser; (f) Fund taxes, if any; (g) except as stated below, expenditures in connection with meetings of the portfolio securities Fund’s shareholders and the Board; (h) salaries and expenses of officers of the Trust, including any portion without limitation the Trust’s Chief Compliance Officer, and fees and expenses of such commissions attributable to brokerage and research services as defined in Section 28(e) members of the Securities Exchange Act Board or members of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing any advisory board or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholderscommittee; (i) expenses insurance premiums on property or personnel of preparing the Fund which inure to the Fund’s benefit, including liability and printing prospectuses and marketing materialsfidelity bond insurance; (j) compensation legal, auditing and accounting fees of the Fund and trade association dues or educational program expenses of trustees who are not affiliated with the Adviser;Trust or the Board; and (k) charges fees and expenses (including legal fees) of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust registering and financial structure and relations with its shareholders, issuance of Shares maintaining registration of the Trust Fund’s shares for sale under applicable securities laws; all expenses of maintaining and registration and qualification of Shares under federalservicing shareholder accounts, state including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other laws; (l) agents for the cost and expense of maintaining the books and records benefit of the TrustFund, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage if any. The Sub-Adviser specifically agrees that with respect to securities the operation of the Trust; Fund, the Sub-Adviser shall be responsible for (oi) interest payable on Trust borrowings; providing the personnel, office space, furnishings, and equipment reasonably necessary to provide the Services to the Fund hereunder, and (pii) such other non-recurring expenses the costs of any special Board meetings or shareholder meetings convened for the primary benefit of the Trust as may ariseSub-Adviser. Additionally, including the Sub-Adviser agrees that the Sub-Adviser shall be responsible for reasonable expenses of actionsincurred by the Fund or the Adviser in responding to a legal, suits administrative, judicial or proceedings regulatory action, claim, or suit involving the Sub-Adviser to which neither the Trust Fund nor the Adviser is a party and expenses resulting from party. Nothing in this Agreement shall alter the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) allocation of expenses and fees reasonably incidental costs agreed upon between the Fund and the Adviser in the Advisory Agreement or any other agreement to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trustwhich they are parties.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this AgreementManager as set forth in Paragraph 2 above, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser Manager for any such expenses incurred by the AdviserManager. Unless In addition, the Prospectus or Statement Manager shall pay the compensation and expenses of Additional Information all Trustees, officers and employees of the Trust provides otherwisewho are affiliated persons of the Manager and the Manager shall make available, without expense to the Trust, the services of the Manager's directors, officers and employees as may be duly elected Trustees and officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. The expenses to be borne by the Trust shall include, without limitation: (a) all organization expenses of organizing the TrustTrust (including out-of-pocket expenses, but not including the Manager's overhead or employee costs); (b) the charges and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided fees payable to the Trust (other than those utilized by the Adviser in providing the services described in Section 2)Manager; (c) the charges and expenses of bookkeeping, accounting and auditorslegal expenses; (d) brokerage commissions auditing and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934accounting expenses; (e) taxes, including issuance maintenance of books and transfer taxes, and trust registration, filing records that are required to be maintained by the Trust's custodian or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares agents of the Trust; (f) telephone, telex, facsimile, postage and other communications expenses; (g) expenses involved in registering taxes and maintaining registrations of the Trust governmental fees; (h) fees, dues and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser Trust in connection with membership in investment company trade organizations and the expense of attendance at professional meetings of such organizations; (i) fees and expenses of accounting agents, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; (j) payment for portfolio pricing or others valuation services to pricing agents, accountants, bankers and other specialists, if any; (k) expenses of preparing share certificates; (l) expenses in performing such functions for connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Trust; (hm) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to investor and public relations provided by parties other than the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the AdviserManager; (n) expenses incurred and fees of registering or qualifying shares of beneficial interest of the Trust for sale; (o) interest charges, bond premiums and other insurance expenses; (p) freight, insurance and other charges in obtaining connection with the shipment of the Trust's portfolio securities; (q) the compensation and maintaining all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of the Manager; (r) brokerage commissions or other costs of acquiring or disposing of any surety bond or similar coverage with respect to portfolio securities of the Trust; (os) interest payable on Trust borrowingsexpenses of printing and distributing reports, notices and dividends to shareholders; (pt) such other non-recurring expenses of preparing and setting in type, printing and mailing prospectuses and statements of additional information of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect supplements thereto; (qu) expenses and fees reasonably incidental to costs of stationery; (v) any of the foregoing specifically identified litigation expenses; (rw) listing fees indemnification of Trustees and expensesofficers of the Trust; (x) costs of shareholders' and other meetings; (y) interest on borrowed money, if any; and (sz) all the fees and other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by listing the Trust's shares on the New York Stock Exchange or any other national stock exchange.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this AgreementManager as set forth in Paragraph 2 above, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser Manager for any such expenses incurred by the AdviserManager. Unless In addition, the Prospectus or Statement Manager shall pay the compensation and expenses of Additional Information all Trustees, officers and employees of the Trust provides otherwisewho are affiliated persons of the Manager and the Manager shall make available, without expense to the Trust, the services of the Manager’s directors, officers and employees as may be duly elected Trustees and officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. The expenses to be borne by the Trust shall include, without limitation: (a) all organization expenses of organizing the TrustTrust (including out-of-pocket expenses, but not including the Manager’s overhead or employee costs); (b) the charges and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided fees payable to the Trust (other than those utilized by the Adviser in providing the services described in Section 2)Manager; (c) the charges and expenses of bookkeeping, accounting and auditorslegal expenses; (d) brokerage commissions auditing and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934accounting expenses; (e) taxes, including issuance maintenance of books and transfer taxes, and trust registration, filing records that are required to be maintained by the Trust’s custodian or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares agents of the Trust; (f) telephone, telex, facsimile, postage and other communications expenses; (g) expenses involved in registering taxes and maintaining registrations of the Trust governmental fees; (h) fees, dues and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser Trust in connection with membership in investment company trade organizations and the expense of attendance at professional meetings of such organizations; (i) fees and expenses of accounting agents, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; (j) payment for portfolio pricing or others valuation services to pricing agents, accountants, bankers and other specialists, if any; (k) expenses of preparing share certificates; (l) expenses in performing such functions for connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Trust; (hm) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to investor and public relations provided by parties other than the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the AdviserManager; (n) expenses incurred and fees of registering or qualifying shares of beneficial interest of the Trust for sale; (o) interest charges, bond premiums and other insurance expenses; (p) freight, insurance and other charges in obtaining connection with the shipment of the Trust’s portfolio securities; (q) the compensation and maintaining all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of the Manager; (r) brokerage commissions or other costs of acquiring or disposing of any surety bond or similar coverage with respect to portfolio securities of the Trust; (os) interest payable on Trust borrowingsexpenses of printing and distributing reports, notices and dividends to shareholders; (pt) such other non-recurring expenses of preparing and setting in type, printing and mailing prospectuses and statements of additional information of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect supplements thereto; (qu) expenses and fees reasonably incidental to costs of stationery; (v) any of the foregoing specifically identified litigation expenses; (rw) listing fees indemnification of Trustees and expensesofficers of the Trust; (x) costs of shareholders’ and other meetings; (y) interest on borrowed money, if any; and (sz) all the fees and other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by listing the Trust’s shares on the NASDAQ Global Select Market or any other national stock exchange.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreement, the Trust assumes and shall pay all The expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, and the expenses of IICO in performing its functions under this Agreement shall be divided into two classes, to wit: (i) those expenses which will be borne paid in full by IICO as set forth in subparagraph "A" hereof, and (ii) those expenses which will be paid in full by each Fund, as set forth in subparagraph "B" hereof. A. With respect to the Trust duties of IICO under Section II above, it shall includepay in full, without limitation: except as to the brokerage and research services acquired through the allocation of commissions as provided in Section IV hereinafter, for (a) the salaries and employment benefits of all expenses employees of organizing the Trust; IICO who are engaged in providing these advisory services; (b) adequate office space and suitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. In addition, IICO shall pay the charges fees and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by all trustees of the Trust for who are employees of IICO or an affiliated corporation and the safekeeping salaries and employment benefits of its cash, portfolio securities and other property and pricing services provided to all officers of the Trust who are affiliated persons of IICO. B. The Funds shall pay in full for all of their respective expenses which are not listed above (other than those utilized assumed by IICO or its affiliates in their respective capacities as principal underwriter of the Adviser in providing shares of each of the services described in Section 2Funds, as Shareholder Servicing Agent or as Accounting Services Agent for the Funds); , including (ca) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; reports to shareholders of the Funds, including mailing costs; (b) the costs of printing all proxy statements and all other costs and expenses of meetings of shareholders of the Funds (unless the Trust and IICO shall otherwise agree); (c) interest, taxes, brokerage commission and premiums on fidelity and other insurance; (d) audit fees and expenses of independent accountants and legal fees and expenses of attorneys, but not of attorneys who are employees of IICO or an affiliated company; (e) fees and expenses of its trustees not affiliated with IICO or its affiliates; (f) custodian fees and expenses; (g) fees payable by the Trust and/or the Funds under the Securities Act of 1933, the 1940 Act and the securities or "Blue-Sky" laws of any jurisdiction; (h) fees and assessments of the Investment Company Institute or any successor organization; (i) such nonrecurring or extraordinary expenses as may arise, including litigation affecting the Trust and/or the Funds, and any indemnification by the Trust of its officers, directors, employees and agents with respect thereto; (j) compensation the costs and expenses provided for in any Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of trustees who are not affiliated this Section III. In the event that any of the foregoing shall, in the first instance, be paid by IICO, a Fund shall pay the same to IICO on presentation of a statement with respect thereto. C. IICO, or an affiliate of IICO, may also act as (i) transfer agent or shareholder servicing agent of each Fund of the Adviser; Trust and/or as (kii) charges accounting services agent of each Fund of the Trust if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between the Trust and expenses of legal counsel in connection with matters relating IICO or such affiliate. The corporation, whether IICO or its affiliate, which is the party to the Trust, including, without limitation, legal services rendered in connection such Agreement with the Trust and financial structure and relations with its shareholdersis referred to as the "Agent." Each such Agreement shall provide in substance that it shall not go into effect, issuance of Shares of or be amended, or a new agreement covering the same topics between the Trust and registration and qualification the Agent be entered into as to a Fund, unless the terms of Shares under federalsuch Agreement, state and other laws; (l) such amendment or such new agreement have been approved by the cost and expense Board of maintaining the books and records Trustees of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense vote of obtaining and maintaining a fidelity bond majority of the trustees who are not "interested persons" as required by Section 17(g) of defined in the 1940 Act, of either party to the Agreement, such amendment or such new agreement (considering IICO to be such a party even if at the time in question the Agent is an affiliate of IICO), cast in person at a meeting called for the purpose of voting on such approval. Such a vote is referred to as a "disinterested trustee" vote. Each such Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the date of its execution and from year to year thereafter only if such continuance is specifically approved at least annually by a disinterested trustee vote, and that any disinterested trustee vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of each affected Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued are services required for the operation of the Fund; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality. Any such Agreement may also cover provide in substance that any disinterested trustee vote may be conditioned on the Adviser; favorable vote of the holders of a majority (nas defined in or under the ▇▇▇▇ ▇▇▇) expenses incurred in obtaining and maintaining any surety bond of the outstanding shares of each class or similar coverage with respect to securities series of the Trust; . Any such Agreement shall also provide in substance that it may be terminated as to a Fund by the Agent at any time without penalty upon giving the Trust one hundred twenty (o120) interest payable on days' written notice (which notice may be waived by the Trust) and may be terminated as to a Fund by the Trust borrowings; at any time without penalty upon giving the Agent sixty (p60) days' written notice (which notice may be waived by the Agent), provided that such other non-recurring expenses termination by the Trust shall be directed or approved by the vote of a majority of the Board of Trustees of the Trust as may arise, including expenses of actions, suits in office at the time or proceedings to which by the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any vote of the foregoing specifically identified expenses; holders of a majority (ras defined in or under the ▇▇▇▇ ▇▇▇) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by outstanding shares of each class or series of the Trust.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreementas set forth in Paragraph 2 above, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the The expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges and expenses of any registrar, stock transfer and or dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided or agent performing fund accounting services; (b) payments under the Trust's distribution plan or plans adopted pursuant to rule 12b-1 under the Trust (other than those utilized by the Adviser in providing the services described in Section 2)1940 Act; (c) the charges and expenses of bookkeeping, accounting and independent auditors; (d) brokerage commissions and any other costs incurred in connection with for transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) all taxes, including issuance and transfer taxes, and trust registration, filing or other corporate fees payable by the Trust to federalFederal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares stock certificates (if any) representing shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including reimbursement reimbursements of actual expenses incurred by the Adviser or others in performing such functions for the TrustTrust and including compensation of employees of the Adviser in proportion to the time spent on such matters; (h) all expenses of shareholders’ ' and trustees’ Trustees' meetings, including meetings of committees, committees and of preparing, printing and distributing mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholdersshareholders (but not expenses of printing and mailing any such documents used for promotional purposes); (i) all expenses of preparing and setting in type prospectuses, and expenses of printing and mailing the same to shareholders (but not expenses of printing and mailing of prospectuses and marketing materialsliterature used for promotional purposes); (j) compensation and travel expenses of trustees Trustees who are not affiliated with "interested persons" within the Advisermeaning of the 1940 Act; (k) the expense of furnishing, or causing to be furnished, to each shareholder a statement of the shareholder's account, including the expense of mailing; (l) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust Trust's corporate and financial structure and relations with its shareholders, issuance of Shares of the Trust shares and registration and qualification of Shares securities under federalFederal, state and other laws; (lm) the expenses of attendance at professional meetings of organizations such as the Investment Company Institute by the Trustees and officers of the Trust, and the membership or association dues of such organizations; (n) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (mo) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining insurance including a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (op) interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trust.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this AgreementManager set forth in Paragraph 2 above, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser Manager for any such expenses incurred by the AdviserManager. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the The expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges and expenses of any registrar, stock share transfer and or dividend disbursing agent, custodian custodian, or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2)property; (cb) the charges and expenses of bookkeeping, accounting and auditors; (dc) brokerage commissions and other costs incurred in connection with for transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (ed) all taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (fe) expenses, including the cost of printing certificates, relating to the issuance of share certificates representing Shares of the Trust; (gf) expenses fees involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (hg) all expenses of shareholders’ ' and trustees’ meetings, including Directors' meetings of committees, and of preparing, printing and distributing mailing proxy statements, quarterly reports, if any, semi-annual semiannual reports, annual reports and other communications (including Prospectuses) to existing shareholders; (h) compensation and travel expenses of Directors who are not "interested persons" within the meaning of the 1940 Act; (i) expenses the expense of preparing and printing prospectuses and marketing materialsfurnishing or causing to be furnished to each shareholder a statement of his account, including the expense of mailing; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust Trust's legal and financial structure and relations with its shareholders, issuance of Shares of the Trust Shares, and registration and qualification of Shares securities under federal, state and other laws; (lk) membership or association dues for the cost and expense of maintaining the books and records of the Trust, including general ledger accountingInvestment Company Institute or similar organizations; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (ol) interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trust.

Allocation of Expenses. Except The Sub-Adviser shall be responsible for all expenses incurred in performing the services set forth in Article II hereof. Such expenses include the costs incurred in providing sub-advisory services pursuant to this Agreement (such as compensating and furnishing office space for officers and employees of the Sub-Adviser connected with investment and economic research, trading, and investment management of the Fund). As described in the Advisory Agreement, Empower Funds and/or the Adviser pay all other expenses incurred in the operation of the Fund and all of its general administrative expenses. The Sub-Adviser shall not be responsible for the services following expenses of the Fund: organization and facilities certain offering expenses of Empower Funds (including out-of-pocket expenses, but not including the Sub-Adviser’s overhead and employee costs); fees payable to be provided by the Sub-Adviser pursuant and to Section 6 of this Agreementany other Empower Funds advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, the Trust assumes telex, facsimile, postage and shall pay all expenses for all other Trust operations communications expenses; taxes and activities governmental fees; fees, dues and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses with respect to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges Empower Funds in connection with membership in investment company trade organizations; fees and expenses of Empower Funds’ administrator or of any transfer agent, registrar, stock transfer and or dividend disbursing agentagent of Empower Funds; payments to the administrator for maintaining Empower Funds’ financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, custodian or depository appointed by the Trust for the safekeeping of its cashaccountants, portfolio securities bankers and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reportsspecialists, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) ; expenses of preparing and printing prospectuses and marketing materials; (j) compensation and share certificates; other expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust issuance, offering, distribution or sale of securities issued by Empower Funds; expenses relating to investor and financial structure public relations; expenses of registering and relations with its shareholdersqualifying shares of Empower Funds for sale; freight, issuance of Shares of the Trust and registration and qualification of Shares under federal, state insurance and other laws; (l) charges in connection with the cost and expense shipment of maintaining the books and records Empower Funds’ portfolio securities; brokerage commissions or other costs of the Trustacquiring or disposing of any portfolio securities or other assets of Empower Funds, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and or of entering into other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred transactions or engaging in obtaining and maintaining any surety bond or similar coverage investment practices with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring Empower Funds; expenses of the Trust as may ariseprinting and distributing prospectuses, including expenses statements of actionsadditional information, suits reports, notices and dividends to stockholders; costs of stationery or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to other office supplies; any of the foregoing specifically identified expenses; (r) listing fees and litigation expenses; and (s) all and costs of stockholders’ and other expenses permitted by meetings. Notwithstanding the Prospectus and Statement foregoing, the Sub-Advisor shall be obligated to reimburse Empower Funds for liabilities incurred as a result of Additional Information of the Trust as being paid by the Trustoverdrafts.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreementa separate administration agreement with the Trust, the Trust Fund assumes and shall pay all expenses for all other Trust Fund operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust Fund provides otherwise, the expenses to be borne by the Trust Fund shall include, without limitation: (a) all expenses of organizing the TrustFund; (b) the charges and expenses of any registrar, stock transfer and or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Trust Fund for the safekeeping of its cash, portfolio securities and other property property, including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Trust Fund (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the TrustFund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust Fund to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the TrustFund; (g) expenses involved in registering and maintaining registrations of the Trust Fund and of its Shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the TrustFund, and including compensation of persons who are employees of the Adviser, in proportion to the relative time spent on such matters; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the TrustFund, including, without limitation, legal services rendered in connection with the Trust Fund’s trust and financial structure and relations with its shareholders, issuance of Shares of the Trust Fund and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the TrustFund, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, Act which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the TrustFund; (o) interest payable on Trust Fund borrowings; (p) such other non-recurring expenses of the Trust Fund as may arise, including expenses of actions, suits or proceedings to which the Trust on behalf of the Fund is a party and expenses resulting from the legal obligation that the Trust on behalf of the Fund may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (sr) all other expenses permitted by the Prospectus Prospectus(es) and Statement of Additional Information of the Trust Fund as being paid by the TrustFund.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this AgreementManager as set forth in Paragraph 2 above, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser Manager for any such expenses incurred by the AdviserManager. Unless In addition, the Prospectus or Statement Manager shall pay the compensation and expenses of Additional Information all Trustees, officers and employees of the Trust provides otherwisewho are affiliated persons of the Manager and the Manager shall make available, without expense to the Trust, the services of the Manager’s directors, officers and employees as may be duly elected Trustees and officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. The expenses to be borne by the Trust shall include, without limitation: (a) all organization expenses of organizing the TrustTrust (including out-of-pocket expenses, but not including the Manager’s overhead or employee costs); (b) the charges and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided fees payable to the Trust (other than those utilized by the Adviser in providing the services described in Section 2)Manager; (c) the charges and expenses of bookkeeping, accounting and auditorslegal expenses; (d) brokerage commissions auditing and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934accounting expenses; (e) taxes, including issuance maintenance of books and transfer taxes, and trust registration, filing records that are required to be maintained by the Trust’s custodian or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares agents of the Trust; (f) telephone, telex, facsimile, postage and other communications expenses; (g) expenses involved in registering taxes and maintaining registrations of the Trust governmental fees; (h) fees, dues and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser Trust in connection with membership in investment company trade organizations and the expense of attendance at professional meetings of such organizations; (i) fees and expenses of accounting agents, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; (j) payment for portfolio pricing or others valuation services to pricing agents, accountants, bankers and other specialists, if any; (k) expenses of preparing share certificates; (l) expenses in performing such functions for connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Trust; (hm) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to investor and public relations provided by parties other than the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the AdviserManager; (n) expenses incurred and fees of registering or qualifying shares of beneficial interest of the Trust for sale; (o) interest charges, bond premiums and other insurance expenses; (p) freight, insurance and other charges in obtaining connection with the shipment of the Trust’s portfolio securities; (q) the compensation and maintaining all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of the Manager; (r) brokerage commissions or other costs of acquiring or disposing of any surety bond or similar coverage with respect to portfolio securities of the Trust; (os) interest payable on Trust borrowingsexpenses of printing and distributing reports, notices and dividends to shareholders; (pt) such other non-recurring expenses of preparing and setting in type, printing and mailing prospectuses and statements of additional information of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect supplements thereto; (qu) expenses and fees reasonably incidental to costs of stationery; (v) any of the foregoing specifically identified litigation expenses; (rw) listing fees indemnification of Trustees and expensesofficers of the Trust; (x) costs of shareholders’ and other meetings; (y) interest on borrowed money, if any; and (sz) all the fees and other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by listing the Trust’s shares on the New York Stock Exchange or any other national stock exchange.

Allocation of Expenses. Except Each party to this Agreement shall bear the costs and expenses of performing its obligations hereunder. In this regard, the Adviser specifically agrees that the Sub-Adviser shall not be responsible for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreement, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitationfollowing expenses: (a) all fees and expenses incurred in connection with the issuance, registration and transfer of organizing the Trustits shares; (b) the charges brokerage and commission expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed incurred by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2)Fund; (c) all expenses of transfer, receipt, safekeeping, servicing and accounting for the charges cash, securities and other property of the Trust for the benefit of the Fund including all fees and expenses of bookkeepingits Custodian, shareholder services agent and accounting and auditorsservices agent; (d) brokerage commissions interest charges on any Fund borrowings; (e) costs and other costs expenses of pricing and calculating its daily net asset value (including, without limitation, any equipment or services obtained for the purpose of pricing shares or valuing the Fund’s assets) and of maintaining its books of account required under the 1940 Act, except for the expenses incurred by the Sub-Adviser in connection with transactions its services under Section 13 hereunder, which are expenses of the Sub-Adviser; (f) Fund taxes, if any; (g) except as stated below, expenditures in connection with meetings of the portfolio securities Fund’s shareholders and the Board; (h) salaries and expenses of officers of the Trust, including any portion without limitation the Trust’s Chief Compliance Officer, and fees and expenses of such commissions attributable to brokerage and research services as defined in Section 28(e) members of the Securities Exchange Act Board or members of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing any advisory board or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholderscommittee; (i) expenses insurance premiums on property or personnel of preparing the Fund which inure to its benefit, including liability and printing prospectuses and marketing materialsfidelity bond insurance; (j) compensation legal, auditing and accounting fees of the Fund and trade association dues or educational program expenses of trustees who are not affiliated with the Adviser;Trust or the Board of Trustees; and (k) charges fees and expenses (including legal fees) of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust registering and financial structure and relations with its shareholders, issuance of Shares maintaining registration of the Trust Fund’s shares for sale under applicable securities laws; all expenses of maintaining and registration and qualification of Shares under federalservicing shareholder accounts, state including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other laws; (l) agents for the cost and expense of maintaining the books and records benefit of the TrustFund, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage if any. The Sub-Adviser specifically agrees that with respect to securities the operation of the Trust; Fund, the Sub-Adviser shall be responsible for (oi) interest payable on Trust borrowings; providing the personnel, office space, furnishings, equipment and reasonably necessary to provide its sub-advisory services to the Fund hereunder, and (pii) such other non-recurring expenses the costs of any special Board meetings or shareholder meetings convened for the primary benefit of the Trust as may arise, including Sub-Adviser. Nothing in this Agreement shall alter the allocation of expenses of actions, suits and costs agreed upon between the Fund and the Adviser in the Advisory Agreement or proceedings any other agreement to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trustthey are parties.

Allocation of Expenses. Except for (a) Each Company will pay the services following expenses in connection with the sales and facilities distribution of Shares of the Company: (i) expenses pertaining to the preparation of the Company’s audited and certified financial statements to be provided by included in any amendments (“Amendments”) to the Adviser pursuant to Section 6 of this AgreementCompany’s Registration Statements under the 1933 Act, including the Trust assumes Prospectuses and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement Statements of Additional Information included therein; (ii) expenses pertaining to the preparation (including legal fees) and printing of all Amendments or supplements filed with the SEC, including the copies of the Trust provides otherwiseProspectuses and Statements of Additional Information included in the Amendments and the first ten (10) copies of the definitive Prospectuses and Statements of Additional Information or supplements thereto, other than those necessitated by or related to your activities where such Amendments or supplements result in expenses which the expenses to be borne by the Trust shall include, without limitation:Company would not otherwise have incurred; (aiii) all expenses pertaining to the preparation, printing, and distribution of organizing any reports or communications, including Prospectuses and Statements of Additional Information, which are sent to the Trust;Company’s existing shareholders; and (iv) filing and other fees to federal and state securities regulatory authorities necessary to register and maintain registration of the Shares. (b) the charges and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided Except to the Trust (other than those utilized by extent that you are entitled to compensation under the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities provisions of the TrustDistribution Plan for a Company, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of you will pay the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) following expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders;: (i) expenses of preparing printing additional copies of the Prospectuses and printing prospectuses Statements of Additional Information and marketing materialsany amendments or supplements thereto which are necessary to continue to offer a Company’s Shares to the Eligible Investors; (jii) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating pertaining to the Trust, including, without limitation, preparation (excluding legal services rendered in connection with fees) and printing of all Amendments and supplements to a Company’s Registration Statements if the Trust and financial structure and relations with its shareholders, issuance of Shares of Amendment or supplement arises from or is necessitated by or related to your activities where those expenses would not otherwise have been incurred by the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expensesCompany; and (siii) all expenses pertaining to the printing of additional copies, for use by you as sales literature, of reports or other expenses permitted communications which have been prepared for distribution to a Company’s existing shareholders or incurred by you in advertising, promoting and selling the Prospectus and Statement of Additional Information of Company’s Shares to the Trust as being paid by the TrustEligible Investors.

Allocation of Expenses. Except for (a) We will pay the services following expenses in connection with the sales and facilities distribution of shares of the Funds: (i) expenses pertaining to the preparation of our audited and certified financial statements to be provided by included in any amendments (“Amendments”) to our Registration Statement under the Adviser pursuant to Section 6 of this Agreement1933 Act, including the Trust assumes Prospectuses and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement Statements of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trustincluded therein; (bii) the charges and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided pertaining to the Trust preparation (other than those utilized by the Adviser in providing the services described in Section 2); (cincluding legal fees) the charges and expenses printing of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing all Amendments or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares supplements filed with the Securities and Exchange Commission Commission, including the copies of the Prospectuses and Statements of Additional Information included in such Amendments and the first ten (10) copies of the definitive Prospectuses and Statements of Additional Information or supplements thereto, other than those necessitated by or related to your (including your “SECParents”) and other jurisdictions, including reimbursement of actual activities where such amendments or supplements result in expenses incurred by the Adviser or others in performing such functions for the Trustwhich we would not otherwise have incurred; (hiii) expenses pertaining to the preparation, printing, and distribution of any reports or communications, including Prospectuses and Statements of Additional Information, which are sent to our existing shareholders; (iv) filing and other fees to federal and state securities regulatory authorities necessary to register and maintain registration of the shares; and (v) expenses of shareholders’ and trustees’ meetingsthe Agent, including meetings all costs and expenses in connection with the issuance, transfer and registration of committeesthe shares, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports including but not limited to any taxes and other communications governmental charges in connection therewith. (b) Except to existing shareholders;the extent that you are entitled to compensation under the provisions of any of the Distribution Plans for the Funds, you will pay the following expenses: (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses additional copies of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information and any amendments or supplements thereto which are necessary to continue to offer our shares to the public; and (ii) expenses pertaining to the printing of additional copies, for use by you as sales literature, of reports or other communications which have been prepared for distribution to our existing shareholders or incurred by you in advertising, promoting and selling our shares to the Trust as being paid by the Trustpublic.

Allocation of Expenses. Except for the services and facilities to be provided by the The Adviser pursuant to Section 6 of this Agreement, the Trust assumes and shall will pay all operating expenses for all of the Fund, including the compensation and expenses of any employees of the Fund and of any other Trust operations persons rendering any services to the Fund; clerical and activities shareholder service staff salaries; office space and shall reimburse the Adviser for any such other office expenses; fees and expenses incurred by the Adviser. Unless Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses (except as otherwise provided below); expenses of registering shares under federal and state securities laws, including expenses incurred by the Prospectus or Statement Fund in connection with the organization and initial registration of Additional Information shares of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges Fund; insurance expenses; fees and expenses of any registrarthe custodian, stock transfer and agent, dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cashshareholder service agent, portfolio securities and other property plan agent, administrator, accounting and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) agent; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing certificates, relating or preparing prospectuses and statements of additional information for delivery to the issuance Fund's current and prospective shareholders; the cost of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and printing or preparing stock certificates or any other jurisdictionsdocuments, including reimbursement of actual expenses incurred by the Adviser statements or others in performing such functions for the Trust; (h) reports to shareholders; expenses of shareholders’ ' meetings and trustees’ meetingsproxy solicitations; advertising, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports promotion and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered incurred directly or indirectly in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares sale or distribution of the Trust Fund's shares (excluding any expenses which the Fund is authorized to pay pursuant to Rule 12b-1 (if applicable) under the Investment Company Act of 1940 (the "1940 Act") as amended); and registration all other organizational and qualification of Shares under federaloperating expenses not specifically assumed by the Fund. The Fund will pay all brokerage fees and commissions, state taxes, interest, fees and other laws; (l) the cost and expense of maintaining the books and records expenses of the Trustnon-interested person trustees (and their legal counsel, including general ledger accounting; (mif any) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond such extraordinary or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings litigation to which the Trust is Fund may be a party and expenses resulting from indemnification of the legal obligation that the Trust may have to provide indemnity Trust's trustees and officers with respect thereto; . The Fund will also pay any expenses which it is authorized to pay pursuant to Rule 12b-1 (qif applicable) expenses and fees reasonably incidental to under the 1940 Act. The Adviser may obtain reimbursement from the Fund, at such time or times as the Adviser may determine in its sole discretion, for any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted advanced by the Prospectus Adviser, which the Fund is obligated to pay, and Statement of Additional Information such reimbursement shall not be considered to be part of the Trust as being paid by the TrustAdviser's compensation pursuant to this Agreement.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreementa separate administration agreement with the Trust, the Trust each Fund assumes and shall pay all expenses for all other Trust Fund operations and activities activities, and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus prospectuses or Statement statements of Additional Information additional information of the Trust provides Fund provide otherwise, the expenses to be borne by the Trust a Fund shall include, without limitation: (a) all expenses of organizing the TrustFund; (b) the charges and expenses of any registrar, stock transfer and or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Trust Fund for the safekeeping of its cash, portfolio securities and other property property, including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Trust Fund (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the TrustFund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust Fund to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the TrustFund; (g) expenses involved in registering and maintaining registrations of the Trust Fund and of its Shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the TrustFund, and including compensation of persons who are employees of the Adviser, in proportion to the relative time spent on such matters; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the TrustFund, including, without limitation, legal services rendered in connection with the Trust Fund’s trust and financial structure and relations with its shareholders, issuance of Shares of the Trust Fund and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the TrustFund, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, Act which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the TrustFund; (o) interest payable on Trust Fund borrowings; (p) such other non-recurring expenses of the Trust Fund as may arise, including expenses of actions, suits or proceedings to which the Trust on behalf of the Fund is a party and expenses resulting from the legal obligation that the Trust on behalf of the Fund may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (sr) all other expenses permitted by the Prospectus prospectus(es) and Statement statement of Additional Information additional information of the Trust Fund as being paid by the TrustFund.

Allocation of Expenses. Except for The expenses of the services Fund and facilities the expenses of WRIMCO in performing its functions under this Agreement shall be divided into two classes, to wit: (i) those expenses which will be provided paid in full by WRIMCO as set forth in subparagraph "A" hereof, and (ii) those expenses which will be paid in full by the Adviser pursuant Fund, as set forth in subparagraph "B" hereof. A. With respect to the duties of WRIMCO under Section 6 of this AgreementII above, the Trust assumes and it shall pay all expenses in full, except as to the brokerage and research services acquired through the allocation of commissions as provided in Section IV hereinafter, for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) the salaries and employment benefits of all expenses employees of organizing the Trust; WRIMCO who are engaged in providing these advisory services; (b) adequate office space and suitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. In addition, WRIMCO shall pay the charges fees and expenses of any registrar, stock transfer all directors of the Fund who are employees of WRIMCO or an affiliated corporation and dividend disbursing agent, custodian or depository appointed by the Trust salaries and employment benefits of all officers of the Fund who are affiliated persons of WRIMCO. B. The Fund shall pay in full for the safekeeping all of its cash, portfolio securities and other property and pricing services provided to the Trust expenses which are not listed above (other than those utilized assumed by WRIMCO or its affiliates in their respective capacities as principal underwriter of the Adviser in providing shares of the services described in Section 2Fund, as Shareholder Servicing Agent or as Accounting Services Agent for the Fund); , including (ca) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; reports to shareholders of the Fund, including mailing costs; (jb) compensation the costs of printing all proxy statements and all other costs and expenses of trustees meetings of shareholders of the Fund (unless the Fund and WRIMCO shall otherwise agree); (c) interest, taxes, brokerage commissions and premiums on fidelity and other insurance; (d) audit fees and expenses of independent accountants and legal fees and expenses of attorneys, but not of attorneys who are employees of WRIMCO or an affiliated company; (e) fees and expenses of its directors not affiliated with WRIMCO or its affiliates; (f) custodian fees and expenses; (g) fees payable by the Adviser; (k) charges and expenses Fund under the Securities Act of legal counsel in connection with matters relating to the Trust1933, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover and the Adviser; securities or "Blue-Sky" laws of any jurisdiction; (nh) expenses incurred in obtaining fees and maintaining any surety bond or similar coverage with respect to securities assessments of the Trust; Investment Company Institute or any successor organization; (o) interest payable on Trust borrowings; (pi) such other non-recurring nonrecurring or extraordinary expenses of the Trust as may arise, including expenses litigation affecting the Fund, and any indemnification by the Fund of actionsits officers, suits or proceedings to which the Trust is a party directors, employees and expenses resulting from the legal obligation that the Trust may have to provide indemnity agents with respect thereto; ; (qj) the costs and expenses and fees reasonably incidental to provided for in any Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of this Section III. In the event that any of the foregoing specifically identified expenses;shall, in the first instance, be paid by WRIMCO, the Fund shall pay the same to WRIMCO on presentation of a statement with respect thereto. C. WRIMCO, or an affiliate of WRIMCO, may also act as (ri) listing fees transfer agent or shareholder servicing agent of the Fund and/or as (ii) accounting services agent of the Fund if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between the Fund and expenses; and (s) all other expenses permitted WRIMCO or such affiliate. The corporation, whether WRIMCO or its affiliate, which is the party to such Agreement with the Fund is referred to as the "Agent." Each such Agreement shall provide in substance that it shall not go into effect, or be amended, or a new agreement covering the same topics between the Fund and the Agent be entered into, unless the terms of such Agreement, such amendment or such new agreement have been approved by the Prospectus and Statement Board of Additional Information Directors of the Trust Fund, including the vote of a majority of the directors who are not "interested persons" as being paid defined in the 1940 Act, of either party to the Agreement, such amendment or such new agreement (considering WRIMCO to be such a party even if at the time in question the Agent is an affiliate of WRIMCO), cast in person at a meeting called for the purpose of voting on such approval. Such a vote is referred to as a "disinterested director" vote. Each such Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the date of its execution and from year to year thereafter only if such continuance is specifically approved at least annually by a disinterested director vote, and that any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued are services required for the operation of the Fund; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality. Any such Agreement may also provide in substance that any disinterested director vote may be conditioned on the favorable vote of the holders of a majority (as defined in or under the 1940 Act) ▇▇ ▇▇▇ outstanding shares of each class of the Fund. Any such Agreement shall also provide in substance that it may be terminated by the TrustAgent at any time without penalty upon giving the Fund one hundred twenty (120) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Agent sixty (60) days' written notice (which notice may be waived by the Agent), provided that such termination by the Fund shall be directed or approved by the vote of a majority of the Board of Directors of the Fund in office at the time or by the vote of the holders of a majority (as defined in or under the 1940 Act) ▇▇ ▇▇▇ outstanding shares of each class of the Fund.

Allocation of Expenses. Except The Sub-adviser shall be responsible for all expenses incurred in performing the services and facilities to be provided by set forth in Article II hereof. Such expenses include the Adviser costs incurred in providing sub-advisory services pursuant to Section 6 this Agreement (such as compensating and furnishing office space for officers and employees of this the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolios). As described in the Advisory Agreement, the Trust assumes and shall Fund and/or the Adviser pay all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for all the following expenses of the Fund: organization and certain offering expenses of the Fund (including out-of-pocket expenses, but not including the Sub-adviser’s overhead and employee costs); fees payable to the Sub-adviser and to any other Trust operations Fund advisers or consultants; legal expenses; auditing and activities accounting expenses; interest expenses; telephone, telex, facsimile, postage and shall reimburse the Adviser for any such other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund’s administrator or of any transfer agent, registrar, stock transfer and or dividend disbursing agentagent of the Fund; payments to the administrator for maintaining the Fund’s financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, custodian or depository appointed by the Trust for the safekeeping of its cashaccountants, portfolio securities bankers and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reportsspecialists, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) ; expenses of preparing and printing prospectuses and marketing materials; (j) compensation and share certificates; other expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust issuance, offering, distribution or sale of securities issued by the Fund; expenses relating to investor and financial structure public relations; expenses of registering and relations with its shareholders, issuance of Shares qualifying shares of the Trust and registration and qualification of Shares under federalFund for sale; freight, state insurance and other laws; (l) charges in connection with the cost and expense of maintaining the books and records shipment of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and Fund’s portfolio securities; brokerage commissions or other coverages, including the expense costs of obtaining and maintaining a fidelity bond as required by Section 17(g) acquiring or disposing of any portfolio securities or other assets of the 1940 ActFund, which may also cover the Adviser; (n) expenses incurred or of entering into other transactions or engaging in obtaining and maintaining any surety bond or similar coverage investment practices with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring Fund; expenses of the Trust as may ariseprinting and distributing prospectuses, including expenses Statements of actionsAdditional Information, suits reports, notices and dividends to stockholders; costs of stationery or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to other office supplies; any of the foregoing specifically identified expenses; (r) listing fees and litigation expenses; and (s) all and costs of stockholders’ and other expenses permitted by meetings. Notwithstanding the Prospectus and Statement foregoing, the Sub-Advisor shall be obligated to reimburse the Fund for liabilities incurred as a result of Additional Information of the Trust as being paid by the Trustoverdrafts.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreement, the Trust The Fund assumes and shall pay all expenses for all other Trust Fund operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust Fund provides otherwise, the expenses to be borne by the Trust Fund shall include, without limitation: (a) all expenses of organizing the TrustFund; (b) the charges and expenses of any registrar, stock transfer and or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Trust Fund for the safekeeping of its cash, portfolio securities and other property property, including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Trust Fund (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the TrustFund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust fund registration, filing or other fees payable by the Trust Fund to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, expenses relating to the issuance of Shares shares of beneficial interest (“Shares”) of the TrustFund; (g) expenses involved in registering and maintaining registrations of the Trust Fund and of its Shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materialsprospectuses; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) if approved by the Fund’s Board of Trustees, compensation and expenses of the Fund’s chief compliance officer and expenses associated with the Fund’s compliance program; (l) charges and expenses of legal counsel in connection with matters relating to the TrustFund, including, without limitation, legal services rendered in connection with the Trust Fund’s organization and financial structure and relations with its shareholders, issuance of Shares of the Trust Fund and registration and qualification of Shares under federal, state and other laws; (lm) the cost and expense of maintaining the books and records of the TrustFund, including general ledger accounting; (mn) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, Act which may also cover the Adviser; (no) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the TrustFund; (op) interest payable on Trust Fund borrowings; (pq) such other non-recurring expenses of the Trust Fund as may arise, including expenses of actions, suits or proceedings to which the Trust Fund is a party and expenses resulting from the legal obligation that the Trust Fund may have to provide indemnity with respect thereto; (qr) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust Fund as being paid by the TrustFund.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this AgreementManager set forth in Paragraph 2 above, the Trust Company assumes and shall pay all expenses for all other Trust Company operations and activities and shall reimburse the Adviser Manager for any such expenses incurred by the AdviserManager. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the The expenses to be borne by the Trust Company shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges and expenses of any registrar, stock share transfer and or dividend disbursing agent, custodian custodian, or depository appointed by the Trust Company for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2)property; (cb) the charges and expenses of bookkeeping, accounting and auditors; (dc) brokerage commissions and other costs incurred in connection with for transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934Company; (ed) all taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust Company to federal, state or other governmental agencies; (fe) expenses, including the cost of printing certificates, relating to the issuance of share certificates representing Shares of the TrustCompany; (gf) expenses fees involved in registering and maintaining registrations of the Trust Company and of its Shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (hg) all expenses of shareholders’ ' and trustees’ meetings, including Directors' meetings of committees, and of preparing, printing and distributing mailing proxy statements, quarterly reports, if any, semi-annual semiannual reports, annual reports and other communications (including Prospectuses) to existing shareholders; (h) compensation and travel expenses of Directors who are not "interested persons" within the meaning of the 1940 Act; (i) expenses the expense of preparing and printing prospectuses and marketing materialsfurnishing or causing to be furnished to each shareholder a statement of his account, including the expense of mailing; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the TrustCompany, including, without limitation, legal services rendered in connection with the Trust Company's legal and financial structure and relations with its shareholders, issuance of Shares of the Trust Company Shares, and registration and qualification of Shares securities under federalFederal, state and other laws; (lk) membership or association dues for the cost and expense of maintaining the books and records of the Trust, including general ledger accountingInvestment Company Institute or similar organizations; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (ol) interest payable on Trust Company borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trust.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreementa separate administration agreement with the Trust, the Trust Fund assumes and shall pay all expenses for all other Trust Fund operations and activities activities, and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust Fund provides otherwise, the expenses to be borne by the Trust Fund shall include, without limitation: (a) all expenses of organizing the TrustFund; (b) the charges and expenses of any registrar, stock transfer and or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Trust Fund for the safekeeping of its cash, portfolio securities and other property property, including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Trust Fund (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the TrustFund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust Fund to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the TrustFund; (g) expenses involved in registering and maintaining registrations of the Trust Fund and of its Shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the TrustFund, and including compensation of persons who are employees of the Adviser, in proportion to the relative time spent on such matters; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the TrustFund, including, without limitation, legal services rendered in connection with the Trust Fund’s trust and financial structure and relations with its shareholders, issuance of Shares of the Trust Fund and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the TrustFund, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, Act which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the TrustFund; (o) interest payable on Trust Fund borrowings; (p) such other non-recurring expenses of the Trust Fund as may arise, including expenses of actions, suits or proceedings to which the Trust on behalf of the Fund is a party and expenses resulting from the legal obligation that the Trust on behalf of the Fund may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (sr) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust Fund as being paid by the TrustFund.

Allocation of Expenses. Except The Sub-adviser shall be responsible for all expenses incurred in performing the services and facilities to be provided by set forth in Article II hereof. Such expenses include the Adviser costs incurred in providing sub-advisory services pursuant to Section 6 this Agreement (such as compensating and furnishing office space for officers and employees of this the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolios). As described in the Advisory Agreement, the Trust assumes and shall Fund and/or the Adviser pay all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for all the following expenses of the Fund: organization and certain offering expenses of the Fund (including out-of-pocket expenses, but not including the Sub-adviser’s overhead and employee costs); fees payable to the Sub-adviser and to any other Trust operations Fund advisers or consultants; legal expenses; auditing and activities accounting expenses; interest expenses; telephone, telex, facsimile, postage and shall reimburse the Adviser for any such other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund’s administrator or of any transfer agent, registrar, stock transfer and or dividend disbursing agentagent of the Fund; payments to the administrator for maintaining the Fund’s financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, custodian or depository appointed by the Trust for the safekeeping of its cashaccountants, portfolio securities bankers and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reportsspecialists, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) ; expenses of preparing and printing prospectuses and marketing materials; (j) compensation and share certificates; other expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust issuance, offering, distribution or sale of securities issued by the Fund; expenses relating to investor and financial structure public relations; expenses of registering and relations with its shareholders, issuance of Shares qualifying shares of the Trust and registration and qualification of Shares under federalFund for sale; freight, state insurance and other laws; (l) charges in connection with the cost and expense of maintaining the books and records shipment of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and Fund’s portfolio securities; brokerage commissions or other coverages, including the expense costs of obtaining and maintaining a fidelity bond as required by Section 17(g) acquiring or disposing of any portfolio securities or other assets of the 1940 ActFund, which may also cover the Adviser; (n) expenses incurred or of entering into other transactions or engaging in obtaining and maintaining any surety bond or similar coverage investment practices with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders’ and other meetings. Notwithstanding the Trust foregoing, the Sub-adviser shall be obligated to reimburse the Fund for liabilities incurred as may arise, including expenses a result of actions, suits or proceedings to overdrafts for which the Trust Sub-adviser is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trustsolely responsible.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreement, the Trust The Fund assumes and shall pay all expenses for all other Trust Fund operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust Fund provides otherwise, the expenses to be borne by the Trust Fund shall include, without limitation: (a) all expenses of organizing the TrustFund; (b) the charges and expenses of any registrar, stock transfer and or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Trust Fund for the safekeeping of its cash, portfolio securities and other property property, including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Trust Fund (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the TrustFund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust fund registration, filing or other fees payable by the Trust Fund to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, expenses relating to the issuance of Shares of the TrustFund; (g) expenses involved in registering and maintaining registrations of the Trust Fund and of its Shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses involved in registering and maintaining registrations of the Fund and of its Shares with the New York Stock Exchange; (i) expenses of shareholders’ and trusteesdirectors’ meetings, including meetings of committees, and of preparing, printing and distributing mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (ij) expenses of preparing and printing prospectuses and marketing materialsprospectuses; (jk) compensation and expenses of trustees directors who are not affiliated with the Adviser; (kl) if approved by the Fund’s Board of Directors, compensation and expenses of the Fund’s chief compliance officer and expenses associated with the Fund’s compliance program; (m) charges and expenses of legal counsel in connection with matters relating to the TrustFund, including, without limitation, legal services rendered in connection with the Trust Fund’s organization and financial structure and relations with its shareholders, issuance of Shares of the Trust Fund and registration and qualification of Shares under federal, state and other laws; (ln) the cost and expense of maintaining the books and records of the TrustFund, including general ledger accounting; (mo) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, Act which may also cover the Adviser; (np) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the TrustFund; (oq) interest payable on Trust Fund borrowings; (pr) such other non-recurring expenses of the Trust Fund as may arise, including expenses of actions, suits or proceedings to which the Trust Fund is a party and expenses resulting from the legal obligation that the Trust Fund may have to provide indemnity with respect thereto; (qs) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (st) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust Fund as being paid by the TrustFund.

Allocation of Expenses. Except The Sub-adviser shall be responsible for all expenses incurred in performing the services and facilities to be provided by set forth in Article II hereof. Such expenses include the Adviser costs incurred in providing sub-advisory services pursuant to Section 6 this Agreement (such as compensating and furnishing office space for officers and employees of this the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolios). As described in the Advisory Agreement, the Trust assumes and shall Fund and/or the Adviser pay all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for all the following expenses of the Fund and/or the Portfolios: organization and certain offering expenses of the Fund (including out-of-pocket expenses, but not including the Sub-adviser’s overhead and employee costs); fees payable to the Sub-adviser and to any other Trust operations Fund advisers or consultants; legal expenses; auditing and activities accounting expenses; interest expenses; telephone, telex, facsimile, postage and shall reimburse the Adviser for any such other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund’s administrator or of any transfer agent, registrar, stock transfer and or dividend disbursing agentagent of the Fund; payments to the administrator for maintaining the Fund’s financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, custodian or depository appointed by the Trust for the safekeeping of its cashaccountants, portfolio securities bankers and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reportsspecialists, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) ; expenses of preparing and printing prospectuses and marketing materials; (j) compensation and share certificates; other expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust issuance, offering, distribution or sale of securities issued by the Fund; expenses relating to investor and financial structure public relations; expenses of registering and relations with its shareholders, issuance of Shares qualifying shares of the Trust and registration and qualification of Shares under federalFund for sale; freight, state insurance and other laws; (l) charges in connection with the cost and expense of maintaining the books and records shipment of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and Fund’s portfolio securities; brokerage commissions or other coverages, including the expense costs of obtaining and maintaining a fidelity bond as required by Section 17(g) acquiring or disposing of any portfolio securities or other assets of the 1940 ActFund, which may also cover the Adviser; (n) expenses incurred or of entering into other transactions or engaging in obtaining and maintaining any surety bond or similar coverage investment practices with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring Fund; expenses of the Trust as may ariseprinting and distributing prospectuses, including expenses Statements of actionsAdditional Information, suits reports, notices and dividends to stockholders; costs of stationery or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to other office supplies; any of the foregoing specifically identified expenses; (r) listing fees and litigation expenses; and (s) all and costs of stockholders’ and other expenses permitted meetings. Notwithstanding the foregoing, the Sub-adviser shall be obligated to reimburse the Fund for liabilities incurred as a result of overdrafts caused by an error by the Prospectus and Statement of Additional Information of the Trust as being paid by the TrustSub-adviser.

Allocation of Expenses. Except The Adviser agrees that it will furnish the Trust, at the Adviser's expense, all office space, facilities, equipment and clerical personnel necessary for the services and facilities carrying out its duties under this Agreement. The Adviser agrees that it will supply, or cause to be provided supplied, to any sub-adviser, administrator or principal underwriter of the Trust all necessary financial information in connection with such sub-adviser's, administrator's or principal underwriter's duties under any agreement between such sub- adviser, administrator or principal underwriter and the Trust. The Adviser will also pay all compensation of the Trust's officers, employees, and Trustees, if any, who are affiliated persons of the Adviser. The Trust agrees to bear the costs of preparing and setting in type its prospectuses, statements of additional information and reports to its shareholders, and the costs of printing or otherwise producing and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All costs and expenses not expressly assumed by the Adviser pursuant to Section 6 of under this AgreementAgreement or by such sub-adviser, the Trust assumes and administrator or principal underwriter shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred be paid by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwiseTrust, the expenses including, but not limited to be borne by the Trust shall include, without limitation: (ai) all expenses of organizing the Trust; interest and taxes; (bii) the charges brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (Trustees other than those utilized by affiliated with the Adviser in providing the services described in Section 2); or such sub-adviser, administrator or principal underwriter; (cv) the charges legal and expenses of bookkeeping, accounting and auditors; audit expenses; (dvi) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance custodian and transfer taxesagent, or shareholder servicing agent, fees and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; expenses; (fvii) expenses, including the cost of printing certificates, relating expenses incident to the issuance of Shares of its shares (including issuance on the Trust; payment of, or reinvestment of, dividends); (gviii) fees and expenses involved in registering and maintaining registrations incident to the registration under Federal or State securities laws of the Trust and of or its Shares with the Securities and Exchange Commission shares; (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (hix) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual mailing reports and other communications notices and proxy material to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records shareholders of the Trust, including general ledger accounting; ; (mx) insurance premiums on fidelity, errors and omissions and all other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect incidental to securities holding meetings of the Trust; 's shareholders; and (o) interest payable on Trust borrowings; (pxi) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which litigation affecting the Trust is a party and expenses resulting from the legal obligation that obligations for which the Trust may have to provide indemnity with respect thereto; (q) expenses indemnify its officers and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the TrustTrustees.

Allocation of Expenses. Except for the services and facilities to be provided by IMCO set forth in paragraph 2 above and the Adviser pursuant to Section 6 of this Agreementservices provided by IMCO set forth in any other Agreement between the Trust and IMCO, the Trust assumes and shall pay all expenses for all other Trust Fund operations and activities and shall reimburse the Adviser IMCO for any such expenses incurred by the AdviserIMCO. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the The expenses to be borne by the Trust shall include, without limitation: (a) all the charges and expenses of organizing any registrar, share transfer or dividend disbursing agent, custodian, or depository appointed by the TrustTrust for the safekeeping of a Fund's cash, portfolio securities and other property; (b) the charges and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2)auditors; (c) the charges and expenses of bookkeepingbrokerage commissions, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with if any, for transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934Funds; (ed) all taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust a Fund to federal, state or other governmental agencies; (fe) expenses, including the cost of printing certificates, relating to the issuance of share certificates representing Shares of the Trusta Fund; (gf) expenses fees involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (hg) all expenses of shareholders’ ' and trustees’ meetings, including Directors' meetings of committees, and of preparing, printing and distributing mailing proxy statements, quarterly reports, if any, semi-annual semiannual reports, annual reports and other communications (including prospectuses) to existing shareholders; (h) computation of each Fund's net asset value per Share, including the use of equipment or services to price or value the Fund's investment portfolio; (i) compensation and travel expenses of preparing and printing prospectuses and marketing materialsDirectors who are not "interested persons" of the Trust within the meaning of the 1940 Act; (j) compensation and expenses the expense of trustees who are not affiliated with furnishing or causing to be furnished to each shareholder of a Fund a statement of the Advisershareholder's account, including the expense of mailing; (k) charges and expenses of legal counsel in connection with matters relating to the TrustFunds, including, without limitation, legal services rendered in connection with the Trust Funds' legal and financial structure and relations with its shareholders, issuance of Shares of the Trust Fund Shares, and registration and qualification of Shares securities under federal, state and other laws; (l) membership or association dues for the cost and expense of maintaining the books and records of the Trust, including general ledger accountingInvestment Company Institute or similar organizations; (m) insurance premiums interest payable on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser;Fund borrowings; and (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trustpostage.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreementa separate administration agreement with the Trust, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, Act which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trust.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreement, the Trust assumes and shall pay all The expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, and the expenses of WRIMCO in performing its functions under this Agreement shall be divided into two classes, to wit: (i) those expenses which will be borne paid in full by WRIMCO as set forth in subparagraph "A" hereof, and (ii) those expenses which will be paid in full by each Fund, as set forth in subparagraph "B" hereof. A. With respect to the Trust duties of WRIMCO under Section II above, it shall includepay in full, without limitation: except as to the brokerage and research services acquired through the allocation of commissions as provided in Section IV hereinafter, for (a) the salaries and employment benefits of all expenses employees of organizing the Trust; WRIMCO who are engaged in providing these advisory services; (b) adequate office space and suitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. In addition, WRIMCO shall pay the charges fees and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by all trustees of the Trust for who are employees of WRIMCO or an affiliated corporation and the safekeeping salaries and employment benefits of its cash, portfolio securities and other property and pricing services provided to all officers of the Trust who are affiliated persons of WRIMCO. B. The Funds shall pay in full for all of their respective expenses which are not listed above (other than those utilized assumed by WRIMCO or its affiliates in their respective capacities as principal underwriter of the Adviser in providing shares of each of the services described in Section 2Funds, as Shareholder Servicing Agent or as Accounting Services Agent for the Funds); , including (ca) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; reports to shareholders of the Funds, including mailing costs; (b) the costs of printing all proxy statements and all other costs and expenses of meetings of shareholders of the Funds (unless the Trust and WRIMCO shall otherwise agree); (c) interest, taxes, brokerage commission and premiums on fidelity and other insurance; (d) audit fees and expenses of independent accountants and legal fees and expenses of attorneys, but not of attorneys who are employees of WRIMCO or an affiliated company; (e) fees and expenses of its trustees not affiliated with WRIMCO or its affiliates; (f) custodian fees and expenses; (g) fees payable by the Trust and/or the Funds under the Securities Act of 1933, the 1940 Act and the securities or "Blue-Sky" laws of any jurisdiction; (h) fees and assessments of the Investment Company Institute or any successor organization; (i) such nonrecurring or extraordinary expenses as may arise, including litigation affecting the Trust and/or the Funds, and any indemnification by the Trust of its officers, directors, employees and agents with respect thereto; (j) compensation the costs and expenses provided for in any Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of trustees who are not affiliated this Section III. In the event that any of the foregoing shall, in the first instance, be paid by WRIMCO, a Fund shall pay the same to WRIMCO on presentation of a statement with respect thereto. C. WRIMCO, or an affiliate of WRIMCO, may also act as (i) transfer agent or shareholder servicing agent of each Fund of the Adviser; Trust and/or as (kii) charges accounting services agent of each Fund of the Trust if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between the Trust and expenses of legal counsel in connection with matters relating WRIMCO or such affiliate. The corporation, whether WRIMCO or its affiliate, which is the party to the Trust, including, without limitation, legal services rendered in connection such Agreement with the Trust and financial structure and relations with its shareholdersis referred to as the "Agent." Each such Agreement shall provide in substance that it shall not go into effect, issuance of Shares of or be amended, or a new agreement covering the same topics between the Trust and registration and qualification the Agent be entered into as to a Fund, unless the terms of Shares under federalsuch Agreement, state and other laws; (l) such amendment or such new agreement have been approved by the cost and expense Board of maintaining the books and records Trustees of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense vote of obtaining and maintaining a fidelity bond majority of the trustees who are not "interested persons" as required by Section 17(g) of defined in the 1940 Act, of either party to the Agreement, such amendment or such new agreement (considering WRIMCO to be such a party even if at the time in question the Agent is an affiliate of WRIMCO), cast in person at a meeting called for the purpose of voting on such approval. Such a vote is referred to as a "disinterested trustee" vote. Each such Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the date of its execution and from year to year thereafter only if such continuance is specifically approved at least annually by a disinterested trustee vote, and that any disinterested trustee vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of each affected Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued are services required for the operation of the Fund; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality. Any such Agreement may also cover provide in substance that any disinterested trustee vote may be conditioned on the Adviser; favorable vote of the holders of a majority (nas defined in or under the 1940 Act) expenses incurred in obtaining and maintaining any surety bond ▇▇ ▇▇▇ outstanding shares of each class or similar coverage with respect to securities series of the Trust; . Any such Agreement shall also provide in substance that it may be terminated as to a Fund by the Agent at any time without penalty upon giving the Trust one hundred twenty (o120) interest payable on days' written notice (which notice may be waived by the Trust) and may be terminated as to a Fund by the Trust borrowings; at any time without penalty upon giving the Agent sixty (p60) days' written notice (which notice may be waived by the Agent), provided that such other non-recurring expenses termination by the Trust shall be directed or approved by the vote of a majority of the Board of Trustees of the Trust as may arise, including expenses of actions, suits in office at the time or proceedings to which by the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any vote of the foregoing specifically identified expenses; holders of a majority (ras defined in or under the 1940 Act) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement ▇▇ ▇▇▇ outstanding shares of Additional Information each class or series of the Trust as being paid by the Trust.

Allocation of Expenses. Except Each party to this Agreement shall bear the costs and expenses of performing its obligations hereunder. In this regard, the Advisor specifically agrees that the Sub-adviser shall not be responsible for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreement, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitationfollowing expenses: (a) all fees and expenses incurred in connection with the issuance, registration and transfer of organizing the Trustits shares; (b) the charges brokerage and commission expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed incurred by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2)Series; (c) all expenses of transfer, receipt, safekeeping, servicing and accounting for the charges cash, securities and other property of the Fund for the benefit of the Series including all fees and expenses of bookkeepingits Custodian, shareholder services agent and accounting and auditorsservices agent; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including interest charges on any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934Series borrowings; (e) taxescosts and expenses of pricing and calculating its daily net asset value (including, including issuance without limitation, any equipment or services obtained for the purpose of pricing shares or valuing the Series’ assets) and transfer taxesof maintaining its books of account required under the 1940 Act, and trust registration, filing or other fees payable except for the expenses incurred by the Trust to federalSub-adviser in connection with its services under Section 13 hereunder, state or other governmental agencieswhich are expenses of the Sub-adviser; (f) expensesSeries taxes, including the cost of printing certificates, relating to the issuance of Shares of the Trustif any; (g) expenses involved except as stated below, expenditures in registering and maintaining registrations connection with meetings of the Trust Series’ shareholders and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the TrustBoard; (h) salaries and expenses of shareholders’ and trustees’ meetingsofficers of the Fund, including meetings of committeeswithout limitation the Fund’s Chief Compliance Officer, and fees and expenses of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholdersmembers of the Board or members of any advisory board or committee; (i) expenses insurance premiums on property or personnel of preparing the Series which inure to its benefit, including liability and printing prospectuses and marketing materialsfidelity bond insurance; (j) compensation legal, auditing and accounting fees of the Series and trade association dues or educational program expenses of trustees who are not affiliated with the Adviser;Fund or the Board; and (k) charges fees and expenses (including legal fees) of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust registering and financial structure and relations with its shareholders, issuance of Shares maintaining registration of the Trust Series’ shares for sale under applicable securities laws; all expenses of maintaining and registration and qualification of Shares under federalservicing shareholder accounts, state including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other laws; (l) agents for the cost and expense of maintaining the books and records benefit of the TrustSeries, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage if any. The Sub-adviser specifically agrees that with respect to securities the operation of the Trust; Series, the Sub-adviser shall be responsible for (oi) interest payable on Trust borrowings; providing the personnel, office space, furnishings, and equipment reasonably necessary to provide its sub-advisory services to the Series hereunder, and (pii) such other non-recurring expenses the costs of any special Board meetings or shareholder meetings convened for the primary benefit of the Trust as may ariseSub-adviser. Additionally, including the Sub-adviser agrees that the Sub-adviser shall be responsible for reasonable expenses of actionsincurred by the Series or Advisor in responding to a legal, suits administrative, judicial or proceedings regulatory action, claim, or suit involving the Sub-adviser to which neither the Trust Series nor the Advisor is a party and expenses resulting from party. Nothing in this Agreement shall alter the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) allocation of expenses and fees reasonably incidental costs agreed upon between the Series and the Advisor in the Advisory Agreement or any other agreement to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trustwhich they are parties.

Allocation of Expenses. Except The Sub-adviser shall be responsible for all expenses incurred in performing the services and facilities to be provided by set forth in Article II hereof. Such expenses include the Adviser costs incurred in providing sub-advisory services pursuant to Section 6 this Agreement (such as compensating and furnishing office space for officers and employees of this the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolios). As described in the Advisory Agreement, the Trust assumes and shall Fund and/or the Adviser pay all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for all the following expenses of the Fund and/or the Portfolios: organization and certain offering expenses of the Fund (including out-of-pocket expenses, but not including the Sub-adviser’s overhead and employee costs); fees payable to the Sub-adviser and to any other Trust operations Fund advisers or consultants; legal expenses; auditing and activities accounting expenses; interest expenses; telephone, telex, facsimile, postage and shall reimburse the Adviser for any such other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund’s administrator or of any transfer agent, registrar, stock transfer and or dividend disbursing agentagent of the Fund; payments to the administrator for maintaining the Fund’s financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, custodian or depository appointed by the Trust for the safekeeping of its cashaccountants, portfolio securities bankers and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reportsspecialists, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) ; expenses of preparing and printing prospectuses and marketing materials; (j) compensation and share certificates; other expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust issuance, offering, distribution or sale of securities issued by the Fund; expenses relating to investor and financial structure public relations; expenses of registering and relations with its shareholders, issuance of Shares qualifying shares of the Trust and registration and qualification of Shares under federalFund for sale; freight, state insurance and other laws; (l) charges in connection with the cost and expense of maintaining the books and records shipment of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and Fund’s portfolio securities; brokerage commissions or other coverages, including the expense costs of obtaining and maintaining a fidelity bond as required by Section 17(g) acquiring or disposing of any portfolio securities or other assets of the 1940 ActFund, which may also cover the Adviser; (n) expenses incurred or of entering into other transactions or engaging in obtaining and maintaining any surety bond or similar coverage investment practices with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring Fund; expenses of the Trust as may ariseprinting and distributing prospectuses, including expenses Statements of actionsAdditional Information, suits reports, notices and dividends to stockholders; costs of stationery or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to other office supplies; any of the foregoing specifically identified expenses; (r) listing fees and litigation expenses; and (s) all and costs of stockholders’ and other expenses permitted by meetings. Notwithstanding the Prospectus and Statement foregoing, the Sub-adviser shall be obligated to reimburse the Fund for liabilities incurred as a result of Additional Information of the Trust as being paid by the Trustoverdrafts.

Allocation of Expenses. Except for The expenses of the services Fund and facilities the expenses of WRIMCO in performing its functions under this Agreement shall be divided into two classes, to wit: (i) those expenses which will be provided paid in full by WRIMCO as set forth in subparagraph "A" hereof, and (ii) those expenses which will be paid in full by the Adviser pursuant Fund, as set forth in subparagraph "B" hereof. A. With respect to the duties of WRIMCO under Section 6 of this AgreementII above, the Trust assumes and it shall pay all expenses in full, except as to the brokerage and research services acquired through the allocation of commissions as provided in Section IV hereinafter, for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) the salaries and employment benefits of all expenses employees of organizing the Trust; WRIMCO who are engaged in providing these advisory services; (b) adequate office space and suitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. In addition, WRIMCO shall pay the charges fees and expenses of any registrar, stock transfer all directors of the Fund who are employees of WRIMCO or an affiliated corporation and dividend disbursing agent, custodian or depository appointed by the Trust salaries and employment benefits of all officers of the Fund who are affiliated persons of WRIMCO. B. The Fund shall pay in full for the safekeeping all of its cash, portfolio securities and other property and pricing services provided to the Trust expenses which are not listed above (other than those utilized assumed by WRIMCO or its affiliates in their respective capacities as principal underwriter of the Adviser in providing shares of the services described in Section 2Fund, as Shareholder Servicing Agent or as Accounting Services Agent for the Fund); , including (ca) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; reports to shareholders of the Fund, including mailing costs; (jb) compensation the costs of printing all proxy statements and all other costs and expenses of trustees meetings of shareholders of the Fund (unless the Fund and WRIMCO shall otherwise agree); (c) interest, taxes, brokerage commissions and premiums on fidelity and other insurance; (d) audit fees and expenses of independent accountants and legal fees and expenses of attorneys, but not of attorneys who are employees of WRIMCO or an affiliated company; (e) fees and expenses of its directors not affiliated with WRIMCO or its affiliates; (f) custodian fees and expenses; (g) fees payable by the Adviser; (k) charges and expenses Fund under the Securities Act of legal counsel in connection with matters relating to the Trust1933, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover and the Adviser; securities or "Blue-Sky" laws of any jurisdiction; (nh) expenses incurred in obtaining fees and maintaining any surety bond or similar coverage with respect to securities assessments of the Trust; Investment Company Institute or any successor organization; (o) interest payable on Trust borrowings; (pi) such other non-recurring nonrecurring or extraordinary expenses of the Trust as may arise, including expenses litigation affecting the Fund, and any indemnification by the Fund of actionsits officers, suits or proceedings to which the Trust is a party directors, employees and expenses resulting from the legal obligation that the Trust may have to provide indemnity agents with respect thereto; ; (qj) the costs and expenses and fees reasonably incidental to provided for in any Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of this Section III. In the event that any of the foregoing specifically identified expenses;shall, in the first instance, be paid by WRIMCO, the Fund shall pay the same to WRIMCO on presentation of a statement with respect thereto. C. WRIMCO, or an affiliate of WRIMCO, may also act as (ri) listing fees transfer agent or shareholder servicing agent of the Fund and/or as (ii) accounting services agent of the Fund if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between the Fund and expenses; and (s) all other expenses permitted WRIMCO or such affiliate. The corporation, whether WRIMCO or its affiliate, which is the party to such Agreement with the Fund is referred to as the "Agent." Each such Agreement shall provide in substance that it shall not go into effect, or be amended, or a new agreement covering the same topics between the Fund and the Agent be entered into, unless the terms of such Agreement, such amendment or such new agreement have been approved by the Prospectus and Statement Board of Additional Information Directors of the Trust Fund, including the vote of a majority of the directors who are not "interested persons" as being paid defined in the 1940 Act, of either party to the Agreement, such amendment or such new agreement (considering WRIMCO to be such a party even if at the time in question the Agent is an affiliate of WRIMCO), cast in person at a meeting called for the purpose of voting on such approval. Such a vote is referred to as a "disinterested director" vote. Each such Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the date of its execution and from year to year thereafter only if such continuance is specifically approved at least annually by a disinterested director vote, and that any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued are services required for the operation of the Fund; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality. Any such Agreement may also provide in substance that any disinterested director vote may be conditioned on the favorable vote of the holders of a majority (as defined in or under the ▇▇▇▇ ▇▇▇) of the outstanding shares of each class of the Fund. Any such Agreement shall also provide in substance that it may be terminated by the TrustAgent at any time without penalty upon giving the Fund one hundred twenty (120) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Agent sixty (60) days' written notice (which notice may be waived by the Agent), provided that such termination by the Fund shall be directed or approved by the vote of a majority of the Board of Directors of the Fund in office at the time or by the vote of the holders of a majority (as defined in or under the ▇▇▇▇ ▇▇▇) of the outstanding shares of each class of the Fund.

Allocation of Expenses. Except for (a) We will pay the services following expenses in connection with the sales and facilities distribution of Common Shares of the Fund: (i) expenses pertaining to the preparation of our audited and certified financial statements to be provided by included in any amendments (“Amendments”) to our Registration Statement under the Adviser pursuant to Section 6 of this Agreement1933 Act, including the Trust assumes Prospectuses and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement Statements of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trustincluded therein; (bii) the charges and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided (including legal fees) pertaining to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges preparation and expenses printing of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing all Amendments or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares supplements filed with the Securities and Exchange Commission Commission, including the copies of the Prospectuses and Statements of Additional Information included in such Amendments and the first ten (10) copies of the definitive Prospectuses and Statements of Additional Information or supplements thereto, other than those necessitated by or related to your (including your “SECParents”) and other jurisdictions, including reimbursement of actual activities where such amendments or supplements result in expenses incurred by the Adviser or others in performing such functions for the Trustwhich we would not otherwise have incurred; (hiii) expenses pertaining to the preparation, printing, and distribution of any reports or communications, including Prospectuses and Statements of Additional Information, which are sent to our existing shareholders; (iv) filing and other fees to federal and state securities regulatory authorities necessary to register and maintain registration of the Common Shares; and (v) expenses of shareholders’ and trustees’ meetingsthe Agent, including meetings all costs and expenses in connection with the issuance, transfer and registration of committeesthe Common Shares, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports including but not limited to any taxes and other communications governmental charges in connection therewith. (b) Except to existing shareholders;the extent that you are entitled to reimbursement under the provisions of the Class B or Class C Service and Distribution Plans or the Class A or Class Q Shareholder Service Plans or Class R Shareholder Service and Distribution Plan for the Fund, you will pay the following expenses: (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses additional copies of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information and any amendments or supplements thereto which are necessary to continue to offer our Common Shares to the public; (ii) expenses (excluding legal fees) pertaining to the preparation and printing of all amendments and supplements to our Registration Statement if the Trust Amendment or supplement arises from or is necessitated by or related to your (including your “Parent”) activities where those expenses would not otherwise have been incurred by us; and (iii) expenses pertaining to the printing of additional copies, for use by you as being paid sales literature, of reports or other communications which have been prepared for distribution to our existing shareholders or incurred by you in advertising, promoting and selling our Common Shares to the Trustpublic.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreement, the Trust The Fund assumes and shall pay all expenses for all other Trust Fund operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus Private Placement Memorandum or Statement of Additional Information of the Trust Fund provides otherwise, the expenses to be borne by the Trust Fund shall include, without limitation: (a) all expenses of organizing the TrustFund; (b) the charges and expenses of any registrar, stock transfer and or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Trust Fund for the safekeeping of its cash, portfolio securities and other property property, including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Trust Fund (other than those utilized by the Adviser in providing the services described in Section 22 of this Agreement); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the TrustFund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934Act; (e) taxes, including issuance and transfer taxes, and trust fund registration, filing or other fees payable by the Trust Fund to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, expenses relating to the issuance of Shares of the TrustFund; (g) expenses involved in registering and maintaining registrations of the Trust Fund and of its Shares with the Securities SEC and Exchange Commission (“SEC”) various states and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses involved in registering and maintaining registrations of shareholdersthe Fund and of its Shares with any securities exchange or other trading system, as applicable; (i) expenses of stockholders’ and trusteesdirectors’ meetings, including meetings of committees, and of preparing, printing and distributing mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholdersstockholders; (ij) expenses of preparing and printing prospectuses and marketing materialsprospectuses; (jk) compensation and expenses of trustees directors who are not affiliated with the Adviser; (kl) if approved by the Board, compensation and expenses of the Fund’s chief compliance officer and expenses associated with the Fund’s compliance program; (m) charges and expenses of legal counsel in connection with matters relating to the TrustFund, including, without limitation, legal services rendered in connection with the Trust Fund’s organization and financial structure and relations with its shareholdersstockholders, issuance of Shares of the Trust Fund and registration and qualification of Shares under federal, state and other lawslaws and fees and expenses associated with seeking, expenses of issuing, redeeming and repurchasing (including expenses associated with the Fund’s Share repurchases pursuant to Rule 23c-3 under the 1940 Act), applying for and obtaining formal exemptive, no-action and/or other relief from the SEC in connection with the issuance of multiple share classes; (ln) the cost and expense of maintaining the books and records of the TrustFund, including general ledger ▇▇▇▇▇▇ accounting; (mo) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, Act which may also cover the Adviser; (np) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the TrustFund; (oq) costs, including interest payable on Trust Fund borrowings, of borrowing money or engaging in other types of leverage financing including, without limitation, through the use by the Fund of reverse repurchase agreements, dollar rolls, bank borrowings, and credit facilities; (pr) such other non-recurring expenses of the Trust Fund as may arise, including expenses of actions, suits or proceedings to which the Trust Fund is a party and expenses resulting from the legal obligation that the Trust Fund may have to provide indemnity with respect thereto; (qs) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (rt) listing any expenses allocated or allocable to a specific class of Shares, including without limitation sub-transfer agency expenses, shareholder servicing fees, and distribution fees and expenses; andpaid pursuant to a Rule 12b-1 or similar plan adopted by the Board for a particular Share class; (su) ordinary legal fees, including the legal fees that arise in the ordinary course of business for the Fund, registered as a closed-end management investment company and, as applicable, that operates as an “interval fund” pursuant to Rule 23c-3 under the 1940; (v) all other expenses permitted by the Prospectus Private Placement Memorandum and Statement of Additional Information of the Trust Fund as being paid by the TrustFund; and (w) cost and expenses relating to any special purpose vehicles held or established by the Fund; costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Fund and the amount of any judgment or settlement paid in connection therewith, or the enforcement of the Fund’s rights against any person and indemnification or contribution expenses payable by the Fund to any person and other extraordinary expenses.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreement, the Trust assumes and shall pay all The expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, and the expenses of WRIMCO in performing its functions under this Agreement shall be divided into two classes, to wit: (i) those expenses which will be borne paid in full by WRIMCO as set forth in subparagraph “A” hereof, and (ii) those expenses which will be paid in full by each Fund, as set forth in subparagraph “B” hereof. A. With respect to the Trust duties of WRIMCO under Section II above, it shall includepay in full, without limitation: except as to the brokerage and research services acquired through the allocation of commissions as provided in Section IV hereinafter, for (a) the salaries and employment benefits of all expenses employees of organizing the Trust; WRIMCO who are engaged in providing these advisory services; (b) adequate office space and suitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. In addition, WRIMCO shall pay the charges fees and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by all trustees of the Trust for who are employees of WRIMCO or an affiliated corporation and the safekeeping salaries and employment benefits of its cash, portfolio securities and other property and pricing services provided to all officers of the Trust who are affiliated persons of WRIMCO. B. The Funds shall pay in full for all of their respective expenses which are not listed above (other than those utilized assumed by WRIMCO or its affiliates in their respective capacities as principal underwriter of the Adviser in providing shares of each of the services described in Section 2Funds, as Shareholder Servicing Agent or as Accounting Services Agent for the Funds); , including (ca) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; reports to shareholders of the Funds, including mailing costs; (b) the costs of printing all proxy statements and all other costs and expenses of meetings of shareholders of the Funds (unless the Trust and WRIMCO shall otherwise agree); (c) interest, taxes, brokerage commission and premiums on fidelity and other insurance; (d) audit fees and expenses of independent accountants and legal fees and expenses of attorneys, but not of attorneys who are employees of WRIMCO or an affiliated company; (e) fees and expenses of its trustees not affiliated with WRIMCO or its affiliates; (f) custodian fees and expenses; (g) fees payable by the Trust and/or the Funds under the Securities Act of 1933, the 1940 Act and the securities or “Blue-Sky” laws of any jurisdiction; (h) fees and assessments of the Investment Company Institute or any successor organization; (i) such nonrecurring or extraordinary expenses as may arise, including litigation affecting the Trust and/or the Funds, and any indemnification by the Trust of its officers, directors, employees and agents with respect thereto; (j) compensation the costs and expenses provided for in any Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of trustees who are not affiliated this Section III. In the event that any of the foregoing shall, in the first instance, be paid by WRIMCO, a Fund shall pay the same to WRIMCO on presentation of a statement with respect thereto. C. WRIMCO, or an affiliate of WRIMCO, may also act as (i) transfer agent or shareholder servicing agent of each Fund of the Adviser; Trust and/or as (kii) charges accounting services agent of each Fund of the Trust if at the time in question there is a separate agreement, “Shareholder Servicing Agreement” and/or “Accounting Services Agreement,” covering such functions between the Trust and expenses of legal counsel in connection with matters relating WRIMCO or such affiliate. The corporation, whether WRIMCO or its affiliate, which is the party to the Trust, including, without limitation, legal services rendered in connection such Agreement with the Trust and financial structure and relations with its shareholdersis referred to as the “Agent.” Each such Agreement shall provide in substance that it shall not go into effect, issuance of Shares of or be amended, or a new agreement covering the same topics between the Trust and registration and qualification the Agent be entered into as to a Fund, unless the terms of Shares under federalsuch Agreement, state and other laws; (l) such amendment or such new agreement have been approved by the cost and expense Board of maintaining the books and records Trustees of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense vote of obtaining and maintaining a fidelity bond majority of the trustees who are not “interested persons” as required by Section 17(g) of defined in the 1940 Act, of either party to the Agreement, such amendment or such new agreement (considering WRIMCO to be such a party even if at the time in question the Agent is an affiliate of WRIMCO), cast in person at a meeting called for the purpose of voting on such approval. Such a vote is referred to as a “disinterested trustee” vote. Each such Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the date of its execution and from year to year thereafter only if such continuance is specifically approved at least annually by a disinterested trustee vote, and that any disinterested trustee vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of each affected Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued are services required for the operation of the Fund; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality. Any such Agreement may also cover provide in substance that any disinterested trustee vote may be conditioned on the Adviser; favorable vote of the holders of a majority (nas defined in or under the ▇▇▇▇ ▇▇▇) expenses incurred in obtaining and maintaining any surety bond of the outstanding shares of each class or similar coverage with respect to securities series of the Trust; . Any such Agreement shall also provide in substance that it may be terminated as to a Fund by the Agent at any time without penalty upon giving the Trust one hundred twenty (o120) interest payable on days’ written notice (which notice may be waived by the Trust) and may be terminated as to a Fund by the Trust borrowings; at any time without penalty upon giving the Agent sixty (p60) days’ written notice (which notice may be waived by the Agent), provided that such other non-recurring expenses termination by the Trust shall be directed or approved by the vote of a majority of the Board of Trustees of the Trust as may arise, including expenses of actions, suits in office at the time or proceedings to which by the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any vote of the foregoing specifically identified expenses; holders of a majority (ras defined in or under the ▇▇▇▇ ▇▇▇) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by outstanding shares of each class or series of the Trust.

Allocation of Expenses. Except for With respect to the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreement, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitationGreat-West Funds set forth on Schedule A: (a) The Adviser shall be responsible for all of its expenses incurred in performing the services set forth in Article I hereunder. Such expenses include, but are not limited to, costs incurred in providing investment advisory services, fund operations, and accounting services; compensating and furnishing office space for officers and employees of organizing the Trust;Adviser connected with investment and economic research, trading, and investment management of Great-West Funds; and paying all fees of all directors of Great-West Funds who are affiliated persons of the Adviser or any of its subsidiaries. (b) the charges Great-West Funds pays all other expenses incurred in its operation and all of its general administrative expenses, including, but not limited to, redemption expenses, expenses of any registrarportfolio transactions, stock pricing costs, interest, charges of the custodian and transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping if any, cost of its cashauditing and tax services, portfolio securities independent directors’ fees and expenses, fund and independent director legal expenses, industry association membership expenses, state franchise and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and taxes, expenses of bookkeepingregistering the shares under Federal and state securities laws, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission fees, insurance premiums, costs of maintenance of corporate existence, costs of printing and mailing regulatory documents to current shareholders, stock certificates, costs of corporate meetings, administrative services fees incurred pursuant to the Administrative Services Agreement between Great-West Funds and Great-West Life & Annuity Insurance Company (“SECAdministrative Services Fees”) ), distribution and other jurisdictionsexpenses incurred under a plan adopted pursuant to rule 12b-1 under the Investment Company Act, and any extraordinary expenses, including reimbursement of actual expenses incurred by litigation costs. With respect to the Great-West Funds set forth on Schedule B, the Adviser or others in performing such functions shall be responsible for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) all expenses incurred in obtaining performing the services set forth in this Agreement and maintaining all other expenses, except that Great-West Funds shall pay all Administrative Services Fees, distribution and other expenses incurred under a plan adopted pursuant to rule 12b-1 under the Investment Company Act, and any surety bond or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may ariseextraordinary expenses, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trustlitigation costs.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this AgreementManager set forth in Paragraph 2 above, the Trust Company assumes and shall pay all expenses for all other Trust Company operations and activities and shall reimburse the Adviser Manager for any such expenses incurred by the AdviserManager. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the The expenses to be borne by the Trust Company shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges and expenses of any registrar, stock share transfer and or dividend disbursing agent, custodian custodian, or depository appointed by the Trust Company for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2)property; (cb) the charges and expenses of bookkeeping, accounting and auditors; (dc) brokerage commissions and other costs incurred in connection with for transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934Company; (ed) all taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust Company to federalFederal, state or other governmental agencies; (fe) expenses, including the cost of printing certificates, relating to the issuance of share certificates representing Shares of the TrustCompany; (gf) expenses fees involved in registering and maintaining registrations of the Trust Company and of its Shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (hg) all expenses of shareholders’ ' and trustees’ meetings, including Directors' meetings of committees, and of preparing, printing and distributing mailing proxy statements, quarterly reports, if any, semi-annual semiannual reports, annual reports and other communications (including Prospectuses) to existing shareholders; (h) compensation and travel expenses of Directors who are not "interested persons" within the meaning of the 1940 Act; (i) expenses the expense of preparing and printing prospectuses and marketing materialsfurnishing or causing to be furnished to each shareholder a statement of his account, including the expense of mailing; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the TrustCompany, including, without limitation, legal services rendered in connection with the Trust Company's legal and financial structure and relations with its shareholders, issuance of Shares of the Trust Company Shares, and registration and qualification of Shares securities under federalFederal, state and other laws; (lk) membership or association dues for the cost and expense of maintaining the books and records of the Trust, including general ledger accountingInvestment Company Institute or similar organizations; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (ol) interest payable on Trust Company borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trust.

Allocation of Expenses. Except for The expenses of Fund and the services expenses of WRIMCO in performing its functions under this Agreement shall be divided into two classes, to wit: (i) those expenses which will be paid in full by WRIMCO as set forth in subparagraph "A" hereof, and facilities (ii) those expenses which will be paid in full by Fund, as set forth in subparagraph "B" hereof. A. With respect to be provided by the Adviser pursuant to duties of WRIMCO under Section 6 of this AgreementII above, the Trust assumes and it shall pay all expenses in full, except as to the brokerage and research services acquired through the allocation of commissions as provided in Section IV hereinafter, for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) the salaries and employment benefits of all expenses employees of organizing the Trust; WRIMCO who are engaged in providing these advisory services; (b) adequate office space and suitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. In addition, WRIMCO shall pay the charges fees and expenses of any registrar, stock transfer all directors of Fund who are affiliated with WRIMCO or an affiliated corporation and dividend disbursing agent, custodian or depository appointed by the Trust salaries and employment benefits of all officers of Fund who are affiliated persons of WRIMCO. B. Fund shall pay in full for the safekeeping all of its cash, portfolio securities and other property and pricing services provided to the Trust expenses which are not listed above (other than those utilized assumed by WRIMCO or one of its affiliates in its capacity as principal underwriter of the Adviser in providing the services described in Section 2shares of Fund, as Shareholder Servicing Agent or as Accounting Services Agent for Fund); , including (ca) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; reports to shareholders of Fund, including mailing costs; (jb) compensation the costs of printing all proxy statements and all other costs and expenses of trustees meetings of shareholders of Fund (unless Fund and WRIMCO shall otherwise agree); (c) interest, taxes, brokerage commissions and premiums on fidelity and other insurance; (d) audit fees and expenses of independent accountants and legal fees and expenses of attorneys, but not of attorneys who are employees of WRIMCO or an affiliated company; (e) fees and expenses of its directors not affiliated with Waddell & Reed, Inc.; (f) custodian fees and e▇▇▇▇▇▇▇; (▇) ▇ees payable by Fund under the Adviser; Securities Act of 1933, the Investment Company Act of 1940, and the securities or "Blue- Sky" laws of any jurisdiction; (kh) charges fees and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares assessments of the Trust and registration and qualification of Shares under federal, state and other laws; Investment Company Institute or any successor organization; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings; (pi) such other non-recurring nonrecurring or extraordinary expenses of the Trust as may arise, including expenses litigation affecting Fund, and any indemnification by Fund of actionsits officers, suits or proceedings to which the Trust is a party directors, employees and expenses resulting from the legal obligation that the Trust may have to provide indemnity agents with respect thereto; ; (qj) the costs and expenses and fees reasonably incidental to provided for in any Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of this Section III. In the event that any of the foregoing specifically identified expenses;shall, in the first instance, be paid by WRIMCO, Fund shall pay the same to WRIMCO on presentation of a statement with respect thereto. C. WRIMCO, or an affiliate of WRIMCO, may also act as (ri) listing fees transfer agent or shareholder servicing agent of Fund and/or as (ii) accounting services agent of Fund if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between Fund and expenses; and (s) all other expenses permitted WRIMCO, or such affiliate. The entity, whether WRIMCO, or its affiliate, which is the party to either such Agreement with Fund is referred to as the "Agent." Each such Agreement shall provide in substance that it shall go into effect, or be amended, or a new agreement covering the same topics between Fund and the Agent may be entered into, only if the terms of such Agreement, such amendment or such new agreement have been approved by the Prospectus and Statement Board of Additional Information Directors of Fund, including the vote of a majority of the Trust directors who are not "interested persons" as being paid defined in the Investment Company Act of 1940, of either party to the Agreement, such amendment or such new agreement (considering WRIMCO to be such a party even if at the time in question the Agent is an affiliate of WRIMCO), cast in person at a meeting called for the purpose of voting on such approval. Such a vote is referred to as a "disinterested director" vote. Each such Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the date of its execution and from year to year thereafter only if such continuance is specifically approved at least annually by a disinterested director vote, and that any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued are services required for the operation of Fund; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality. Any such Agreement may also provide in substance that any disinterested director vote may be conditioned on the favorable vote of the holders of a majority (as defined in or under the Investment Company Act of 1940) of the outstanding shares of each class or series of Fund. Any such Agreement shall also provide in substance that it may be terminated by the TrustAgent at any time without penalty upon giving Fund one hundred twenty (120) days' written notice (which notice may be waived by Fund) and may be terminated by Fund at any time without penalty upon giving the Agent sixty (60) days' written notice (which notice may be waived by the Agent), provided that such termination by Fund shall be directed or approved by the vote of a majority of the Board of Directors of Fund in office at the time or by the vote of the holders of a majority (as defined in or under the Investment Company Act of 1940) of the outstanding shares of each class or series of Fund.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreementas set forth in Paragraph 1 above, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the The expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust; (b) the The charges and expenses of any registrar, stock transfer and or dividend disbursing agent, custodian custodian, or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property property; (b) The charges and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2)expenses of auditors; (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage Brokerage commissions and other costs incurred in connection with for transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (ed) All taxes, including issuance and transfer taxes, and trust registration, filing or other corporate fees payable by the Trust to federalFederal, state or other governmental agencies; (fe) expenses, including the The cost of printing certificates, relating to the issuance of Shares stock certificates (if any) representing shares of the Trust; (gf) expenses Expenses involved in registering and maintaining registrations of the Trust and of its Shares shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust, and including compensation of persons who are Adviser employees in proportion to the relative time spent on such matters; (hg) All expenses of shareholders’ ' and trustees’ Trustees' meetings, including meetings of committees, and of preparing, printing and distributing mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (h) All expenses of preparing and setting in type prospectuses, and expenses of printing and mailing the same to shareholders (but not expenses of printing and mailing of prospectuses and literature used for promotional purposes in accordance with Paragraph 1(c) above); (i) Compensation and travel expenses of preparing and printing prospectuses and marketing materialsTrustees who are not "interested persons" within the meaning of the 1940 Act; (j) compensation and expenses The expense of trustees who are not affiliated with furnishing, or causing to be furnished, to each shareholder a statement of his account, including the Adviserexpense of mailing; (k) charges Charges and expenses of legal counsel and internal audit/compliance personnel in connection with matters relating to the Trust, including, ; including without limitation, legal services rendered in connection with the Trust Trust's corporate and financial structure and relations with its shareholders, issuance of Shares of the Trust shares, and registration and qualification of Shares securities under federalFederal, state and other laws; (l) The expenses of attendance at professional meetings or organizations such as the Investment Company Institute, or Commerce Clearing House by officers and Trustees of the Trust, and the membership or association dues of such organizations; (m) The cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (mn) insurance premiums on fidelity, errors and omissions and other coverages, including the The expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (o) interest Interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trust.

Allocation of Expenses. Except The Sub-adviser shall be responsible for all expenses incurred in performing the services and facilities to be provided by set forth in Article II hereof. These expenses include only the Adviser costs incurred in providing sub-advisory services pursuant to Section 6 this Agreement (such as compensating and furnishing office space for officers and employees of this the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the MCM Agreement, the Trust assumes and shall pay all expenses for Fund and/or the Adviser pays all other Trust operations expenses incurred in the operation of the Portfolios and activities all of its general administrative expenses. The Subadviser shall not be responsible for the following expenses of the Fund: organization and shall reimburse certain offering expenses of the Adviser for Fund (including out-of-pocket expenses, but not including the Subadviser’s overhead and employee costs); fees payable to the Subadviser and to any such other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund’s Administrator or of any transfer agent, registrar, stock transfer and or dividend disbursing agentagent of the Fund; payments to the Administrator for maintaining the Fund’s financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, custodian or depository appointed by the Trust for the safekeeping of its cashaccountants, portfolio securities bankers and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reportsspecialists, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) ; expenses of preparing and printing prospectuses and marketing materials; (j) compensation and share certificates; other expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust issuance, offering, distribution or sale of securities issued by the Fund; expenses relating to investor and financial structure public relations; expenses of registering and relations with its shareholders, issuance of Shares qualifying shares of the Trust and registration and qualification of Shares under federalFund for sale; freight, state insurance and other laws; (l) charges in connection with the cost and expense of maintaining the books and records shipment of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and Fund’s portfolio securities; brokerage commissions or other coverages, including the expense costs of obtaining and maintaining a fidelity bond as required by Section 17(g) acquiring or disposing of any portfolio securities or other assets of the 1940 ActFund, which may also cover the Adviser; (n) expenses incurred or of entering into other transactions or engaging in obtaining and maintaining any surety bond or similar coverage investment practices with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring Fund; expenses of the Trust as may ariseprinting and distributing prospectuses, including expenses Statements of actionsAdditional Information, suits reports, notices and dividends to stockholders; costs of stationery or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to other office supplies; any of the foregoing specifically identified expenses; (r) listing fees and litigation expenses; and (s) all and costs of stockholders’ and other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trustmeetings.

Allocation of Expenses. (a) Except for the services and facilities as otherwise provided in this Agreement or any other agreement contemplated hereby, or as otherwise agreed to be provided in writing by the Adviser pursuant Parties, all fees and expenses incurred in connection with the transactions contemplated hereby or thereby shall be paid by TSC. Specifically, (i) TSC shall absorb all of the costs associated with the dedication of internal resources and personnel to Section 6 of this Agreementsuch transaction at all times prior to the Distribution Date, the Trust assumes and (ii) TSC shall pay all fees and expenses for all other Trust operations and activities and shall reimburse that are related directly to the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information implementation of the Trust provides otherwise, Distribution transactions on or prior to the expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust;Distribution Date. (b) Without limiting the charges generality of the foregoing, TSC shall be solely responsible for the following costs incurred in connection with the transactions contemplated hereby: (i) the reasonable fees and expenses of any registrarSidley & Austin in connection with its representation of TSC; (ii) the reasonable fees and expenses of investment banks relating to their financial advisory services rendered to TSC and eLoyalty in connection with the Distribution; (iii) the reasonable fees and expenses of PricewaterhouseCoopers LLP in connection with its audit and tax services rendered to TSC; (iv) all SEC registration and "blue sky" filing fees associated with the Registration Statement; (v) the printing, stock transfer mailing and distribution of the Information Statement to TSC's stockholders; (vi) the reasonable fees and expenses of eLoyalty's Transfer Agent and registrar relating to the initial issuance of eLoyalty Shares as a dividend disbursing agent, custodian or depository appointed by to TSC's stockholders; (vii) the Trust NASDAQ listing fees for the safekeeping eLoyalty Shares; (viii) the design and initial printing of its cashcertificates of the eLoyalty Shares; (ix) the design and initial printing of certificates of eLoyalty Common Stock as a dividend to TSC stockholders; (x) the development, portfolio securities search and other property registration of the name "eLoyalty"; (xi) third party vendors for software licenses; and pricing (xii) various international professional services provided related directly to the Trust (other than those utilized by the Adviser in providing the services described in Section 2);Distribution. (c) the charges and Notwithstanding Section 11.1(a) (i) above, eLoyalty shall be solely responsible for all fees, expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with the transactions contemplated hereby related to: (i) the reasonable fees and expenses of Sidley & Austin in connection with its representation of eLoyalty related to the portfolio securities creation of benefits plans; (ii) the Trust, including any portion of such commissions attributable to brokerage reasonable fees and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, expenses relating to the issuance syndication and arrangement of Shares of revolving credit facilities for eLoyalty; and (iii) the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser reasonable fees or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetingsany financial advisors, including meetings of committeesother than those approved by TSC, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel retained by eLoyalty in connection with matters relating any "road shows" or presentations to the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trustinvestors.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreement, the Trust assumes and shall pay all The expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, and the expenses of IICO in performing its functions under this Agreement shall be divided into two classes, to wit: (i) those expenses which will be borne paid in full by IICO as set forth in subparagraph “A” hereof, and (ii) those expenses which will be paid in full by each Fund, as set forth in subparagraph “B” hereof. A. With respect to the Trust duties of IICO under Section II above, it shall includepay in full, without limitation: except as to the brokerage and research services acquired through the allocation of commissions as provided in Section IV hereinafter, for (a) the salaries and employment benefits of all expenses employees of organizing the Trust; IICO who are engaged in providing these advisory services; (b) adequate office space and suitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. In addition, IICO shall pay the charges fees and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by all trustees of the Trust for who are employees of IICO or an affiliated corporation and the safekeeping salaries and employment benefits of its cash, portfolio securities and other property and pricing services provided to all officers of the Trust who are affiliated persons of IICO. B. The Funds shall pay in full for all of their respective expenses which are not listed above (other than those utilized assumed by IICO or its affiliates in their respective capacities as principal underwriter of the Adviser in providing shares of each of the services described in Section 2Funds, as Shareholder Servicing Agent or as Accounting Services Agent for the Funds); , including (ca) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; reports to shareholders of the Funds, including mailing costs; (b) the costs of printing all proxy statements and all other costs and expenses of meetings of shareholders of the Funds (unless the Trust and IICO shall otherwise agree); (c) interest, taxes, brokerage commission and premiums on fidelity and other insurance; (d) audit fees and expenses of independent accountants and legal fees and expenses of attorneys, but not of attorneys who are employees of IICO or an affiliated company; (e) fees and expenses of its trustees not affiliated with IICO or its affiliates; (f) custodian fees and expenses; (g) fees payable by the Trust and/or the Funds under the Securities Act of 1933, the 1940 Act and the securities or “Blue-Sky” laws of any jurisdiction; (h) fees and assessments of the Investment Company Institute or any successor organization; (i) such nonrecurring or extraordinary expenses as may arise, including litigation affecting the Trust and/or the Funds, and any indemnification by the Trust of its officers, directors, employees and agents with respect thereto; (j) compensation the costs and expenses provided for in any Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of trustees who are not affiliated this Section III. In the event that any of the foregoing shall, in the first instance, be paid by IICO, a Fund shall pay the same to IICO on presentation of a statement with respect thereto. C. IICO, or an affiliate of IICO, may also act as (i) transfer agent or shareholder servicing agent of each Fund of the Adviser; Trust and/or as (kii) charges accounting services agent of each Fund of the Trust if at the time in question there is a separate agreement, “Shareholder Servicing Agreement” and/or “Accounting Services Agreement,” covering such functions between the Trust and expenses of legal counsel in connection with matters relating IICO or such affiliate. The corporation, whether IICO or its affiliate, which is the party to the Trust, including, without limitation, legal services rendered in connection such Agreement with the Trust and financial structure and relations with its shareholdersis referred to as the “Agent.” Each such Agreement shall provide in substance that it shall not go into effect, issuance of Shares of or be amended, or a new agreement covering the same topics between the Trust and registration and qualification the Agent be entered into as to a Fund, unless the terms of Shares under federalsuch Agreement, state and other laws; (l) such amendment or such new agreement have been approved by the cost and expense Board of maintaining the books and records Trustees of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense vote of obtaining and maintaining a fidelity bond majority of the trustees who are not “interested persons” as required by Section 17(g) of defined in the 1940 Act, of either party to the Agreement, such amendment or such new agreement (considering IICO to be such a party even if at the time in question the Agent is an affiliate of IICO), cast in person at a meeting called for the purpose of voting on such approval. Such a vote is referred to as a “disinterested trustee” vote. Each such Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the date of its execution and from year to year thereafter only if such continuance is specifically approved at least annually by a disinterested trustee vote, and that any disinterested trustee vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of each affected Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued are services required for the operation of the Fund; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality. Any such Agreement may also cover provide in substance that any disinterested trustee vote may be conditioned on the Adviser; favorable vote of the holders of a majority (nas defined in or under the ▇▇▇▇ ▇▇▇) expenses incurred in obtaining and maintaining any surety bond of the outstanding shares of each class or similar coverage with respect to securities series of the Trust; . Any such Agreement shall also provide in substance that it may be terminated as to a Fund by the Agent at any time without penalty upon giving the Trust one hundred twenty (o120) interest payable on days’ written notice (which notice may be waived by the Trust) and may be terminated as to a Fund by the Trust borrowings; at any time without penalty upon giving the Agent sixty (p60) days’ written notice (which notice may be waived by the Agent), provided that such other non-recurring expenses termination by the Trust shall be directed or approved by the vote of a majority of the Board of Trustees of the Trust as may arise, including expenses of actions, suits in office at the time or proceedings to which by the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any vote of the foregoing specifically identified expenses; holders of a majority (ras defined in or under the ▇▇▇▇ ▇▇▇) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by outstanding shares of each class or series of the Trust.

Allocation of Expenses. Except for The expenses of the services Fund and facilities the expenses of WRIMCO in performing its functions under this Agreement shall be divided into two classes, to wit: (i) those expenses which will be provided paid in full by WRIMCO as set forth in subparagraph "A" hereof, and (ii) those expenses which will be paid in full by the Adviser pursuant Fund, as set forth in subparagraph "B" hereof. A. With respect to the duties of WRIMCO under Section 6 of this AgreementII above, the Trust assumes and it shall pay all expenses in full, except as to the brokerage and research services acquired through the allocation of commissions as provided in Section IV hereinafter, for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) the salaries and employment benefits of all expenses employees of organizing the Trust; WRIMCO who are engaged in providing these advisory services; (b) adequate office space and suitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. In addition, WRIMCO shall pay the charges fees and expenses of any registrar, stock transfer all directors of the Fund who are employees of WRIMCO or an affiliated corporation and dividend disbursing agent, custodian or depository appointed by the Trust salaries and employment benefits of all officers of the Fund who are affiliated persons of WRIMCO. B. The Fund shall pay in full for the safekeeping all of its cash, portfolio securities and other property and pricing services provided to the Trust expenses which are not listed above (other than those utilized assumed by WRIMCO or its affiliates in their respective capacities as principal underwriter of the Adviser in providing shares of the services described in Section 2Fund, as Shareholder Servicing Agent or as Accounting Services Agent for the Fund); , including (ca) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; reports to shareholders of the Fund including mailing costs; (jb) compensation the costs of printing all proxy statements and all other costs and expenses of trustees meetings of shareholders of the Fund (unless the Fund and WRIMCO shall otherwise agree); (c) interest, taxes, brokerage commissions and premiums on fidelity and other insurance; (d) audit fees and expenses of independent accountants and legal fees and expenses of attorneys, but not of attorneys who are employees of WRIMCO or an affiliated company; (e) fees and expenses of its directors not affiliated with WRIMCO or its affiliates; (f) custodian fees and expenses; (g) fees payable by the Adviser; (k) charges and expenses Fund under the Securities Act of legal counsel in connection with matters relating to the Trust1933, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover and the Adviser; securities or "Blue-Sky" laws of any jurisdiction; (nh) expenses incurred in obtaining fees and maintaining any surety bond or similar coverage with respect to securities assessments of the Trust; Investment Company Institute or any successor organization; (o) interest payable on Trust borrowings; (pi) such other non-recurring nonrecurring or extraordinary expenses of the Trust as may arise, including expenses litigation affecting the Fund, and any indemnification by the Fund of actionsits officers, suits or proceedings to which the Trust is a party directors, employees and expenses resulting from the legal obligation that the Trust may have to provide indemnity agents with respect thereto; ; (qj) the costs and expenses and fees reasonably incidental to provided for in any Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of this Section III. In the event that any of the foregoing specifically identified expenses;shall, in the first instance, be paid by WRIMCO, the Fund shall pay the same to WRIMCO on presentation of a statement with respect thereto. C. WRIMCO, or an affiliate of WRIMCO, may also act as (ri) listing fees transfer agent or shareholder servicing agent of the Fund and/or as (ii) accounting services agent of the Fund if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between the Fund and expenses; and (s) all other expenses permitted WRIMCO or such affiliate. The corporation, whether WRIMCO or its affiliate, which is the party to such Agreement with the Fund is referred to as the "Agent." Each such Agreement shall provide in substance that it shall not go into effect, or be amended, or a new agreement covering the same topics between the Fund and the Agent be entered into, unless the terms of such Agreement, such amendment or such new agreement have been approved by the Prospectus and Statement Board of Additional Information Directors of the Trust Fund, including the vote of a majority of the directors who are not "interested persons" as being paid defined in the 1940 Act, of either party to the Agreement, such amendment or such new agreement (considering WRIMCO to be such a party even if at the time in question the Agent is an affiliate of WRIMCO), cast in person at a meeting called for the purpose of voting on such approval. Such a vote is referred to as a "disinterested director" vote. Each such Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the date of its execution and from year to year thereafter only if such continuance is specifically approved at least annually by a disinterested director vote, and that any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued are services required for the operation of the Fund; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality. Any such Agreement may also provide in substance that any disinterested director vote may be conditioned on the favorable vote of the holders of a majority (as defined in or under the ▇▇▇▇ ▇▇▇) of the outstanding shares of each class of the Fund. Any such Agreement shall also provide in substance that it may be terminated by the TrustAgent at any time without penalty upon giving the Fund one hundred twenty (120) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Agent sixty (60) days' written notice (which notice may be waived by the Agent), provided that such termination by the Fund shall be directed or approved by the vote of a majority of the Board of Directors of the Fund in office at the time or by the vote of the holders of a majority (as defined in or under the ▇▇▇▇ ▇▇▇) of the outstanding shares of each class of the Fund.

Allocation of Expenses. Except The Sub-adviser shall be responsible for all expenses incurred in performing the services and facilities to be provided by set forth in Article II hereof. These expenses include only the Adviser costs incurred in providing sub-advisory services pursuant to Section 6 this Agreement (such as compensating and furnishing office space for officers and employees of this the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the Advisory Agreement, the Trust assumes and shall pay all expenses for Fund and/or the Adviser pays all other Trust operations expenses incurred in the operation of the Portfolios and activities all of its general administrative expenses. The Subadviser shall not be responsible for the following expenses of the Fund: organization and shall reimburse certain offering expenses of the Adviser for Fund (including out-of-pocket expenses, but not including the Subadviser’s overhead and employee costs); fees payable to the Subadviser and to any such other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund’s Administrator or of any transfer agent, registrar, stock transfer and or dividend disbursing agentagent of the Fund; payments to the Administrator for maintaining the Fund’s financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, custodian or depository appointed by the Trust for the safekeeping of its cashaccountants, portfolio securities bankers and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reportsspecialists, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) ; expenses of preparing and printing prospectuses and marketing materials; (j) compensation and share certificates; other expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust issuance, offering, distribution or sale of securities issued by the Fund; expenses relating to investor and financial structure public relations; expenses of registering and relations with its shareholders, issuance of Shares qualifying shares of the Trust and registration and qualification of Shares under federalFund for sale; freight, state insurance and other laws; (l) charges in connection with the cost and expense of maintaining the books and records shipment of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and Fund’s portfolio securities; brokerage commissions or other coverages, including the expense costs of obtaining and maintaining a fidelity bond as required by Section 17(g) acquiring or disposing of any portfolio securities or other assets of the 1940 ActFund, which may also cover the Adviser; (n) expenses incurred or of entering into other transactions or engaging in obtaining and maintaining any surety bond or similar coverage investment practices with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring Fund; expenses of the Trust as may ariseprinting and distributing prospectuses, including expenses Statements of actionsAdditional Information, suits reports, notices and dividends to stockholders; costs of stationery or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to other office supplies; any of the foregoing specifically identified expenses; (r) listing fees and litigation expenses; and (s) all and costs of stockholders’ and other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trustmeetings.

Allocation of Expenses. Except The Sub-adviser shall be responsible for all expenses incurred by Sub-adviser in performing the services and facilities to be provided by set forth in Article II hereof. These expenses include only the Adviser costs incurred in providing sub-advisory services pursuant to Section 6 this Agreement (such as compensating and furnishing office space for officers and employees of this the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolio). As described in the Advisory Agreement, the Trust assumes and shall pay all expenses for Fund and/or the Adviser pays all other Trust operations expenses incurred in the operation of the Portfolios and activities and all of its general administrative expenses. The Sub-adviser shall reimburse not be responsible for the following expenses of the Adviser for or the Fund: organization and offering expenses of the Fund (including out-of-pocket expenses, but not including the Sub-adviser’s overhead and employee costs); fees payable to the Sub-adviser and to any such other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund’s Administrator or of any transfer agent, registrar, stock transfer and or dividend disbursing agentagent of the Fund; payments to the Administrator for maintaining the Fund’s financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, custodian or depository appointed by the Trust for the safekeeping of its cashaccountants, portfolio securities bankers and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reportsspecialists, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) ; expenses of preparing and printing prospectuses and marketing materials; (j) compensation and share certificates; other expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust issuance, offering, distribution or sale of securities issued by the Fund; expenses relating to investor and financial structure public relations; expenses of registering and relations with its shareholders, issuance of Shares qualifying shares of the Trust and registration and qualification of Shares under federalFund for sale; freight, state insurance and other laws; (l) charges in connection with the cost and expense of maintaining the books and records shipment of the TrustFund’s portfolio securities; brokerage commissions, including general ledger accounting; (m) insurance premiums on fidelity▇▇▇▇-ups, errors and omissions and ticket charges, transfer taxes, custodian fees or other coverages, including the expense costs of obtaining and maintaining a fidelity bond as required by Section 17(g) acquiring or disposing of any portfolio securities or other assets of the 1940 ActFund, which may also cover the Adviser; (n) expenses incurred or of entering into other transactions or engaging in obtaining and maintaining any surety bond or similar coverage investment practices with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring Fund; expenses of the Trust as may ariseprinting and distributing prospectuses, including expenses Statements of actionsAdditional Information, suits reports, notices and dividends to stockholders; costs of stationery or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to other office supplies; any of the foregoing specifically identified expenses; (r) listing fees and litigation expenses; and (s) all and costs of stockholders’ and other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trustmeetings.

Allocation of Expenses. Except for as set forth below, each party to this Agreement shall bear the services costs and facilities to be provided by the Adviser pursuant to Section 6 expenses of this Agreement, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation:performing its obligations hereunder. (a) all expenses The Series Fund agrees to assume the Funds' share of organizing the Trustexpense of: (i) brokerage commissions for transactions in the portfolio investments of the Series Fund and similar fees and charges for the acquisition, disposition, lending or borrowing of such portfolio investments; (ii) the advisory fees called for in this Agreement; (iii) all taxes, including issuance and transfer taxes, and reserves for taxes payable by the Series Fund to federal, state or other governmental agencies, and the expenses and costs associated with the preparation and filing of all tax returns; (iv) interest payable on the Series Fund's borrowings; (v) extraordinary or non-recurring expenses, such as legal claims and liabilities and litigation costs and indemnification payments by the Series Fund in connection therewith; (vi) the charges and expenses of any custodian or depository appointed by the Series Fund for the safekeeping of its cash, portfolio securities and other property, for providing accounting and valuation services, and for monitoring compliance with federal laws and regulations, subject to the Board of Trustees' approval as to the scope of such accounting, valuation, and monitoring functions; (vii) the charges and expenses of its independent auditors; (viii) the cost of the fidelity bond required by 1940 Act Rule 17g-l; (ix) the compensation and travel expenses of trustees who are not "interested persons" within the meaning of the 1940 Act; (x) the expenses in preparing, printing and distributing voting instruction information statements to persons entitled to give voting instructions in tabulating proxy votes and in printing and distributing to policyowners and contractowners annual and semi-annual reports; (xi) fees and costs for legal services provided to or on behalf of the Series Fund (including fees and costs of independent counsel and an allocable portion of the cost of JHLICO's Law Department rendering such services) (for this purpose, "legal services" includes (but is not limited to) the services of such independent counsel or Law Department employees in the course of administering the business and affairs of the Series Fund); (xii) charges of any independent agents (other than independent counsel) approved by the Board of Trustees; (xiii) the fees and expenses involved in registering and maintaining registrations of the Series Fund and its shares with the Securities and Exchange Commission and various states and other jurisdictions; and (xiv) membership or association dues for the Investment Company Institute, the National Association of Variable Annuities, or similar trade association or for any self-regulatory organization. (b) To the extent not assumed by the Series Fund pursuant to (a) above, JHLICO agrees to assume the Funds' share of the expense of: (i) the charges and expenses of any registrar, stock transfer and or dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (cii) the charges and expenses cost of bookkeeping, accounting and auditorsany stock certificates representing shares of the Series Fund; (diii) brokerage commissions the expenses of shareholders' meetings; trustees' meetings; printing and distributing Prospectuses and statements of additional information to prospective and existing policyowners and contractowners; preparing, printing, and distributing any advertising or sales literature to prospective and existing policyowners and contractowners; and any other costs incurred in connection with transactions activity and related legal services primarily intended to result in the portfolio securities sale of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934Series Fund's shares; (eiv) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agenciesexpense of furnishing each shareholder statements of account; (fv) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, any errors and omissions insurance or other liability insurance covering the Series Fund and/or its officers, directors and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expensesemployees; and (svi) all other expenses permitted by the Prospectus fees and Statement costs of Additional Information independent counsel to Series Fund not incurred in the actual conduct of the Trust as being paid by the TrustSeries Fund's affairs.

Allocation of Expenses. Except AmBeacon, at its expense, shall furnish each Series with all necessary facilities, equipment, supplies and personnel. AmBeacon shall also be responsible for paying the services salaries, expenses and facilities fees of any personnel that it furnishes to be provided by any Series (including the Adviser pursuant salaries, expenses and fees of Trustees, officers and employees of a Trust who are officers, directors/trustees, partners, or employees of AmBeacon or its affiliates) required for them to Section 6 of faithfully perform their duties under this Agreement; provided, however, that the parties may agree that a Trust assumes and shall may pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information compensation of the Trust provides otherwise, Trust’s chief compliance officer or any other officer of the expenses to be Trust. Expenses borne by the Trust shall Series will include, without limitation: but not be limited to, the following (a) all or each Series’ proportionate share of the following): brokerage commissions and issue and transfer taxes relating to securities purchased or sold by the Series or any losses incurred in connection therewith; expenses of organizing the Trust; (b) the charges Series; filing fees and expenses relating to the registration and qualification of the Series’ shares under federal or state securities laws and maintaining such registrations and qualifications; distribution and service fees; fees and salaries payable to the Trustees and officers of a Trust who are not officers, directors/trustees, partners or employees of AmBeacon or its affiliates; taxes (including any income or franchise taxes) and governmental fees; costs of any registrarliability, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping uncollectible items of its cash, portfolio securities deposit and other property insurance (including directors’ and pricing services provided to the officers’ errors and omissions insurance) or fidelity bonds; any costs, expenses or losses arising out of any liability of or claim for damage or other relief asserted against a Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses or Series for violation of bookkeepingany law; legal, accounting and auditors; auditing expenses, including legal fees of counsel to the Trusts or any Series for services rendered to a Trust or the Series and legal fees of special counsel for the independent trustees; charges of custodians, transfer agents, proxy voting services and expenses relating to proxy solicitation and tabulation services and services of other agents; costs of preparing share certificates; expenses of printing and mailing prospectuses and supplements thereto for shareholders, reports and statements to shareholders and proxy materials; all expenses incidental to holding shareholder and Board meetings; costs incurred for any pricing or valuation services; any expenses of AmBeacon resulting from new services necessitated by regulatory or legal changes affecting mutual funds occurring after the date of this Agreement; any extraordinary expenses (dincluding fees and disbursements of counsel) brokerage commissions incurred by a Trust or Series; and fees and other costs expenses incurred in connection with transactions membership in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trustinvestment company organizations.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreementa separate administration agreement with the Trust, the Trust Fund assumes and shall pay all expenses for all other Trust Fund operations and activities activities, and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus prospectus(es) or Statement statement of Additional Information additional information of the Trust Fund provides otherwise, the expenses to be borne by the Trust Fund shall include, without limitation: (a) all expenses of organizing the TrustFund; (b) the charges and expenses of any registrar, stock transfer and or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Trust Fund for the safekeeping of its cash, portfolio securities and other property property, including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Trust Fund (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the TrustFund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust Fund to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the TrustFund; (g) expenses involved in registering and maintaining registrations of the Trust Fund and of its Shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the TrustFund, and including compensation of persons who are employees of the Adviser, in proportion to the relative time spent on such matters; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the TrustFund, including, without limitation, legal services rendered in connection with the Trust Fund’s trust and financial structure and relations with its shareholders, issuance of Shares of the Trust Fund and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the TrustFund, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, Act which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the TrustFund; (o) interest payable on Trust Fund borrowings; (p) such other non-recurring expenses of the Trust Fund as may arise, including expenses of actions, suits or proceedings to which the Trust on behalf of the Fund is a party and expenses resulting from the legal obligation that the Trust on behalf of the Fund may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (sr) all other expenses permitted by the Prospectus prospectus(es) and Statement statement of Additional Information additional information of the Trust Fund as being paid by the TrustFund.

Allocation of Expenses. Except Each party to this Agreement shall bear the costs and expenses of performing its obligations hereunder. In this regard, the Advisor specifically agrees that the Sub-advisor shall not be responsible for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreement, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitationfollowing expenses: (a) all fees and expenses incurred in connection with the issuance, registration and transfer of organizing the Trustits shares; (b) the charges brokerage and commission expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed incurred by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2)Series; (c) all expenses of transfer, receipt, safekeeping, servicing and accounting for the charges cash, securities and other property of the Fund for the benefit of the Series including all fees and expenses of bookkeepingits Custodian, accounting shareholder services agent and auditorsAccounting Agent; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including interest charges on any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934Series borrowings; (e) taxescosts and expenses of pricing and calculating its daily net asset value (including, including issuance without limitation, any equipment or services obtained for the purpose of pricing shares or valuing the Series’ assets) and transfer taxesof maintaining its books of account required under the 1940 Act, and trust registration, filing or other fees payable except for the expenses incurred by the Trust to federalSub-advisor in connection with its services under Section 13 hereunder, state or other governmental agencieswhich are expenses of the Sub-advisor; (f) expensesSeries taxes, including the cost of printing certificates, relating to the issuance of Shares of the Trustif any; (g) expenses involved except as stated below, expenditures in registering and maintaining registrations connection with meetings of the Trust Series’ shareholders and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the TrustBoard; (h) salaries and expenses of shareholders’ and trustees’ meetingsofficers of the Fund, including meetings of committeeswithout limitation the Fund’s Chief Compliance Officer, and fees and expenses of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholdersmembers of the Board or members of any advisory board or committee; (i) expenses insurance premiums on property or personnel of preparing the Series which inure to its benefit, including liability and printing prospectuses and marketing materialsfidelity bond insurance; (j) compensation legal, auditing and accounting fees of the Series and trade association dues or educational program expenses of trustees who are not affiliated with the Adviser;Fund or the Board; and (k) charges fees and expenses (including legal fees) of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust registering and financial structure and relations with its shareholders, issuance of Shares maintaining registration of the Trust Series’ shares for sale under applicable securities laws; all expenses of maintaining and registration and qualification of Shares under federalservicing shareholder accounts, state including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other laws; (l) agents for the cost and expense of maintaining the books and records benefit of the TrustSeries, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage if any. The Sub-advisor specifically agrees that with respect to securities the operation of the Trust; Series, the Sub-advisor shall be responsible for (oi) interest payable on Trust borrowings; providing the personnel, office space, furnishings, and equipment reasonably necessary to provide its sub-advisory services to the Series hereunder, and (pii) such other non-recurring expenses the costs of any special Board meetings or shareholder meetings convened for the primary benefit of the Trust as may ariseSub-advisor. Additionally, including the Sub-advisor agrees that the Sub-advisor shall be responsible for reasonable expenses of actionsincurred by the Series or Advisor in responding to a legal, suits administrative, judicial or proceedings regulatory action, claim, or suit involving the Sub-advisor to which neither the Trust Series nor the Advisor is a party and expenses resulting from party. Nothing in this Agreement shall alter the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) allocation of expenses and fees reasonably incidental costs agreed upon between the Series and the Advisor in the Advisory Agreement or any other agreement to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trustwhich they are parties.

Allocation of Expenses. Except for (a) We will pay the services following expenses in connection with the sales and facilities distribution of shares of the Trust: (i) expenses pertaining to the preparation of our audited and certified financial statements to be provided by included in any amendments ("Amendments") to our Registration Statement under the Adviser pursuant to Section 6 of this Agreement1933 Act, including the Trust assumes Prospectuses and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement Statements of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trustincluded therein; (bii) the charges and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided pertaining to the Trust preparation (other than those utilized by the Adviser in providing the services described in Section 2); (cincluding legal fees) the charges and expenses printing of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing all Amendments or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares supplements filed with the Securities and Exchange Commission Commission, including the copies of the Prospectuses and Statements of Additional Information included in such Amendments and the first ten (“SEC”10) copies of the definitive Prospectuses and Statements of Additional Information or supplements thereto, other than those necessitated by or related to your (including your "Parents") activities where such amendments or supplements result in expenses which we would not otherwise have incurred; (iii) expenses pertaining to the preparation, printing, and distribution of any reports or communications, including Prospectuses and Statements of Additional Information, which are sent to our existing shareholders; (iv) filing and other jurisdictionsfees to federal and state securities regulatory authorities necessary to register and maintain registration of the shares; and (v) expenses of the Agent, including all costs and expenses in connection with the issuance, transfer and registration of the shares, including but not limited to any taxes and other governmental charges in connection therewith. (b) Except to the extent that you are entitled to reimbursement under the provisions of actual expenses incurred by any of the Adviser or others in performing such functions Distribution Plans for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders;you will pay the following expenses: (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses additional copies of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information and any amendments or supplements thereto which are necessary to continue to offer our shares to the public; (ii) expenses pertaining to the preparation (excluding legal fees) and printing of all amendments and supplements to our Registration Statement if the Trust Amendment or supplement arises from or is necessitated by or related to your (including your "Parent") activities where those expenses would not otherwise have been incurred by us; and (iii) expenses pertaining to the printing of additional copies, for use by you as being paid sales literature, of reports or other communications which have been prepared for distribution to our existing shareholders or incurred by you in advertising, promoting and selling our shares to the Trustpublic.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreement, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) all With respect to the operation of a Fund, the Adviser will be responsible for (i) the Fund’s organizational expenses; (ii) providing the personnel, office space and equipment reasonably necessary to perform its obligations hereunder; (iii) the expenses of organizing printing and distributing extra copies of the Trust;Fund’s prospectus, statement of additional information, and sales and advertising materials (but not the legal, auditing or accounting fees attendant thereto) to prospective investors (but not to existing shareholders) to the extent such expenses are not covered by any applicable plan adopted pursuant to Rule 12b-1 under the 1940 Act (each, a “12b-1 Plan”); and (iv) any costs of liquidating or reorganizing the Fund if the liquidation or reorganization is made at the request of the Adviser (unless such cost is otherwise allocated by the Board). If the Adviser has agreed to limit the operating expenses of a Fund, the Adviser also will be responsible on a monthly basis for any operating expenses that exceed the agreed upon expense limit, subject to the terms of such agreement. (b) A Fund is responsible for and has assumed the charges obligation for payment of its expenses, other than as stated in Section 4(a) above, including but not limited to: fees and expenses (including legal fees) incurred in connection with the issuance, registration (and maintenance of any registrarregistration) and transfer of its shares; commissions, stock transfer spreads, fees and dividend disbursing agentother expenses connected with the acquisition, custodian or depository appointed by holding, disposition of securities and other investments including placement and similar fees in connection with direct placements entered into on behalf of the Fund; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust for the safekeeping benefit of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges Fund including all fees and expenses of bookkeepingits custodian, shareholder services agent and accounting and auditors; (d) brokerage commissions and other costs services agent; all expenses incurred in connection with transactions borrowings; dividend expenses related to short sales; costs and expenses of pricing and calculating its daily net asset value and of maintaining its books of account required under the 1940 Act; taxes, if any; its portion of expenditures in the portfolio securities connection with meetings of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees Board that are properly payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost Fund; its allocable portion of printing certificates, relating to the issuance expenditures in connection with meetings of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred shareholders as determined by the Adviser or others in performing such functions for the Trust; (h) expenses Board; its allocable portion of shareholders’ salaries and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reportsexpenses, if any, semi-annual reportsof officers of the Trust other than officers and employees of U.S. Bancorp Fund Services, annual reports LLC or any duly appointed successor (the “Administrator”) (except the Trust’s Chief Compliance Officer if determined to be appropriate by the Board); its allocable portion of fees and other communications expenses of members of the Board or members of any advisory board or committee who are not members of, affiliated with or interested persons of the Adviser or the Administrator; its allocable portion of the Trust’s insurance premiums on property or personnel of the Fund which inure to existing shareholders; (i) expenses its benefit, including liability and fidelity bond insurance; the cost of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with reports, proxy statements, the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares Prospectus of the Trust and registration and qualification of Shares under federal, state and Fund or other laws; (l) the cost and expense of maintaining the books and records communications for distribution to existing shareholders; its allocable portion of the Trust’s legal, including general ledger accounting; (m) insurance premiums on fidelity, errors auditing and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities accounting fees; its allocable portion of the Trust; (o) interest payable on Trust borrowings; (p) such ’s trade association dues or educational program expenses determined appropriate by the Board; all expenses of maintaining and servicing shareholder accounts of the Fund maintained with the Trust’s transfer agent, including all charges for transfer, shareholder recordkeeping, distribution disbursing, redemption; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses of the Trust including litigation, proceedings, claims and indemnification obligations to its directors, officers, service providers and shareholders, except as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trustherein otherwise prescribed.

Allocation of Expenses. Except Each party to this Agreement shall bear the costs and expenses of performing its obligations hereunder. In this regard, the Adviser specifically agrees that the Sub-Adviser shall not be responsible for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreement, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitationfollowing expenses: (a) all fees and expenses incurred in connection with the issuance, registration and transfer of organizing the Trustits shares; (b) the charges brokerage and commission expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed incurred by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2)Fund; (c) all expenses of transfer, receipt, safekeeping, servicing and accounting for the charges cash, securities and other property of the Trust for the benefit of the Fund including all fees and expenses of bookkeepingits Custodian, shareholder services agent and accounting and auditorsservices agent; (d) brokerage commissions interest charges on any Fund borrowings; (e) costs and other costs expenses of pricing and calculating its daily net asset value (including, without limitation, any equipment or services obtained for the purpose of pricing shares or valuing the Fund’s assets) and of maintaining its books of account required under the 1940 Act, except for the expenses incurred by the Sub-Adviser in connection with transactions its services under Paragraph 13 hereunder, which are expenses of the Sub-Adviser; (f) Fund taxes, if any; (g) except as stated below, expenditures in connection with meetings of the portfolio securities Fund’s shareholders and the Board; (h) salaries and expenses of officers of the Trust, including any portion without limitation the Trust’s Chief Compliance Officer, and fees and expenses of such commissions attributable to brokerage and research services as defined in Section 28(e) members of the Securities Exchange Act Board or members of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing any advisory board or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholderscommittee; (i) expenses insurance premiums on property or personnel of preparing the Fund which inure to its benefit, including liability and printing prospectuses and marketing materialsfidelity bond insurance; (j) compensation legal, auditing and accounting fees of the Fund and trade association dues or educational program expenses of trustees who are not affiliated with the Adviser;Trust or the Board; and (k) charges fees and expenses (including legal fees) of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust registering and financial structure and relations with its shareholders, issuance of Shares maintaining registration of the Trust Fund’s shares for sale under applicable securities laws; all expenses of maintaining and registration and qualification of Shares under federalservicing shareholder accounts, state including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other laws; (l) agents for the cost and expense of maintaining the books and records benefit of the TrustFund, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage if any. The Sub-Adviser specifically agrees that with respect to securities the operation of the Trust; Fund, the Sub-Adviser shall be responsible for (oi) interest payable on Trust borrowings; providing the personnel, office space, furnishings, equipment and personnel reasonably necessary to provide its sub-advisory services to the Fund hereunder, and (pii) such other non-recurring expenses the costs of any special Board meetings or shareholder meetings convened for the primary benefit of the Trust as may arise, including Sub-Adviser. Nothing in this Agreement shall alter the allocation of expenses of actions, suits and costs agreed upon between the Fund and the Adviser in the Advisory Agreement or proceedings any other agreement to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trustthey are parties.

Allocation of Expenses. 8.1 Except as set forth below, each party to this Agreement shall bear, or arrange for others to bear, the services costs and facilities to be provided by expenses of performing its obligations hereunder. Notwithstanding the Adviser pursuant foregoing: 8.2 Subject to Section 6 of this Agreement8.4 below, the Trust assumes agrees to bear, or arrange for others to bear, the expense of providing all management, administrative, legal, clerical, accounting, and shall pay all recordkeeping services necessary or appropriate to conduct the Trust's business and day-to-day operations, including the expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwiseservices of individuals under Section 7.2(vi), These expenses shall include the expenses to be borne by the Trust shall include, without limitationexpense of: (a) all charges, commissions and fees agreed to by it pursuant to the Investment Advisory Agreement by and between the Trust and the Underwriter in the Underwriter's capacity as investment adviser; (b) the charges and expenses of organizing independent auditors and outside legal counsel retained by the Trust; (bc) brokerage commissions for transactions in the portfolio investments of the Trust and similar fees and charges for the acquisition, disposition, lending or borrowing of such portfolio investments; (d) all taxes, including issuance and transfer taxes, and corporate fees, payable by the Trust to Federal, state or other governmental agencies; (e) interest payable on the Trust's borrowings; (f) extraordinary or non-recurring expenses, such as legal claims and liabilities and litigation costs and indemnification payments by the Trust in connection therewith; (g) all expenses of Shareholders and Trustees' meetings (exclusive of compensation and travel expenses of those Trustees of the Trust who are "interested persons" of the Trust within the meaning of the 1940 Act), including those in Section 8.2(h), below; (h) compensation and travel expenses of those Trustees of the Trust who are not "interested persons" of the Trust within the meaning of the 1940 Act; (i) the charges and expenses of any registrar, stock transfer and or dividend disbursing agent, custodian custodian, or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property property; (j) the fees and pricing services provided to the Trust expenses (other than those utilized by the Adviser in providing the services described any such expenses referred to in Section 2); (c8.3 below) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including reimbursement and in preparing and or filing on behalf of actual expenses incurred by the Adviser Trust (or others assisting counsel and/or auditors in performing such functions for the preparation of) all required tax returns and reports to and other filings with the SEC (including, without limitation, the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees's annual report to the SEC), and any other governmental agency, together with the preparation of preparing, printing related financial statements (the Underwriter and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports Trust agreeing to supply or cause to be supplied to the Company all necessary financial and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated information in connection with the Adviserforegoing); (k) charges and expenses of legal counsel in connection with matters relating to membership or association dues for the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other lawsInvestment Company Institute or similar organization; (l) the cost and expense of maintaining the books and records of the Trustfidelity bond required by 1940 Act Rule 17g-1 and any errors and omissions insurance or other liability insurance covering the Trust and/or its officers, including general ledger accountingTrustees and employees; (m) insurance premiums on fidelitythe preparation, errors setting in type, printing in quantity and omissions distribution of materials distributed to then current Shareholders (and, as conceptualized by the SEC, Contractowners) of such materials as prospectuses, statements of additional information, supplements to prospectuses and other coveragesstatements of additional information, periodic reports to Shareholders (and, as conceptualized by the SEC, Contractowners), communications, and proxy materials (including proxy statements, proxy cards and voting instruction forms), together with the preparation of related financial statements, relating to the Trust and the processing, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) tabulation, of the 1940 Act, which may also cover the Adviserresults of voting instructions and proxy solicitations; (n) furnishing, or causing to be furnished, to each Shareholder (to the extent not provided elsewhere in this Section 8.2) statements of account and/or financial and share ownership information including, but not limited to, the number and value of shares owned by each Shareholder; (o) postage; and (p) the expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect of the services provided by the Company under Section 7.4, above. 8.3 To the extent not assumed by the Trust pursuant to securities Section 8.2 above, the Company, out of its general account, agrees to assume the expense of: (a) organizational expenses of the Trust; (ob) interest payable on compensation and travel expenses of those Trustees of the Trust borrowingswho are "interested persons" of the Trust within the meaning of the 1940 Act; (pc) such other non-recurring expenses of any activity that may be attributable to the Trust as may ariseprimarily intended to result in the sale of Trust shares to other than then current Shareholders (and, as conceptualized by the SEC, Contractowners), including expenses the preparation, setting in type, printing in quantity and distribution of actionssuch materials as prospectuses, suits or proceedings statements of additional information, supplements to which prospectuses and statements of additional information, sales literature (including the Trust's periodic reports to Shareholders and any Account periodic report to Contractowners), advertising and other promotional material relating to either the Trust is a party or either Account and expenses resulting from the legal obligation that compensation paid to sales personnel; 8.4 The Company, out of its general account agrees to pay directly or reimburse the Trust for the Trust's expenses set out in Section 8.2 above to the extent that such expenses, on behalf of each of the following respective Funds, exceed 0.65% of the monthly average net assets of USAA Life Variable Annuity World Growth Fund, 0.70% of the monthly average net assets of USAA Life Variable Annuity Aggressive Growth Fund, 1.10% of the monthly average net assets of the USAA Life Variable Annuity International Fund, and 0.35% of the monthly average net assets of each other Fund. (Effective May 1, 1998 (or such date as the Securities and Exchange Commission may have declare a post-effective amendment to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any the Trust's registration statement regarding the matter effective under the 1933 Act), the names of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by Funds, as set out in this Section 8.4, are changed to exclude the Prospectus and Statement of Additional Information of the Trust as being paid by the Trustterm "Variable Annuity.")

Allocation of Expenses. Except (a) With respect to the operation of the Fund, the Adviser will be responsible for (i) providing the personnel, office space and equipment reasonably necessary to perform its obligations hereunder; (ii) the expenses of printing and distributing extra copies of the Fund’s prospectus, statement of additional information, and sales and advertising materials (but not the legal, auditing or accounting fees attendant thereto) to prospective investors (but not to existing shareholders); and (iii) any costs of liquidating or reorganizing the Fund if the liquidation or reorganization is made at the request of the Adviser (unless such cost is otherwise allocated by the Board). If the Adviser has agreed to limit the operating expenses of the Fund, the Adviser also will be responsible on a monthly basis for any operating expenses that exceed the agreed upon expense limit, subject to the terms of such agreement. (b) The Fund is responsible for and has assumed the obligation for payment of its expenses, other than as stated in Section 4(a) above, including but not limited to: the Fund’s initial organizational and offering expenses, fees and expenses (including legal fees) incurred in connection with the issuance, registration (and maintenance of registration) and transfer of its shares; commissions, spreads, fees and other expenses connected with the acquisition, holding, disposition of securities and other investments including placement and similar fees in connection with direct placements; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Fund including all fees and expenses of its custodian, shareholder services agent and facilities accounting services agent; all expenses incurred in connection with borrowings; dividend and interest expenses related to be provided short sales; costs and expenses of pricing and calculating its net asset value and of maintaining its books of account required under the 1940 Act; taxes, if any; expenditures in connection with meetings of the Board that are properly payable by the Fund; expenditures in connection with meetings of shareholders, including proxy solicitations therefor (except for expenses related to any shareholder meeting convened as a result of a change of control of the Adviser pursuant or otherwise convened for the primary benefit of the Adviser which expenses shall be borne by the Adviser), as determined by the Board; salaries and expenses, if any, of officers of the Fund; fees and expenses of members of the Board or members of any advisory board or committee; insurance premiums on property or personnel of the Fund which inure to Section 6 its benefit, including liability and fidelity bond insurance; the cost of this Agreementpreparing and printing reports, proxy statements, the Trust assumes Prospectus of the Fund or other communications for distribution to existing shareholders; legal, auditing and shall pay accounting fees; trade association dues or educational program expenses determined appropriate by the Board; all expenses of maintaining and servicing shareholder accounts of the Fund maintained with the Fund’s transfer agent, including all charges for transfer, shareholder recordkeeping, distribution disbursing, redemption; and all other Trust operations charges and activities costs of its operation plus any extraordinary and shall non-recurring expenses including litigation, proceedings, claims and indemnification obligations to its directors, officers, service providers and shareholders, except as herein otherwise prescribed. (c) The Adviser may voluntarily or contractually absorb certain Fund expenses. (d) To the extent the Adviser incurs any costs by assuming expenses which are an obligation of the Fund as set forth herein, the Fund will promptly reimburse the Adviser for any such expenses incurred costs and expenses, except to the extent the Adviser has otherwise agreed to bear such expenses. To the extent the services for which the Fund is obligated to pay are performed by the Adviser. Unless , the Prospectus or Statement of Additional Information Adviser will be entitled to recover from such Fund to the extent of the Trust provides otherwiseAdviser’s actual costs for providing such services. In determining the Adviser’s actual costs, the expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities may take into account an allocated portion of the Trust, including any portion salaries and overhead of personnel performing such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934;services. (e) taxesTo the extent that the Adviser pays fees in addition to any Fund servicing fees to financial intermediaries, including issuance and banks, broker-dealers, financial advisors or pension administrators, for sub-administration, sub-transfer taxes, and trust registration, filing agency or any other shareholder servicing services associated with shareholders whose shares are held in omnibus or other fees payable by group accounts, the Trust Adviser will report such payments regularly to federalthe Fund, state or other governmental agencies;including the amounts paid and the relevant financial institutions. (f) expenses, including the cost of printing certificates, relating The fee payable to the issuance Adviser under this Agreement with respect to the Fund may be reduced to the extent of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred any receivable owed by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; Fund (lprovided that such obligation is not subject to a good faith dispute) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond or as required by Section 17(g) of under any operating expense limitation agreement applicable to the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the TrustFund.

Allocation of Expenses. Except for The expenses of the services Corporation and facilities the expenses of WRIMCO in performing its functions under this Agreement shall be divided into two classes, to wit: (i) those expenses which will be provided paid in full by WRIMCO as set forth in subparagraph "A" hereof, and (ii) those expenses which will be paid in full by the Adviser pursuant Corporation, as set forth in subparagraph "B" hereof. A. With respect to the duties of WRIMCO under Section 6 of this AgreementII above, the Trust assumes and it shall pay all expenses in full, except as to the brokerage and research services acquired through the allocation of commissions as provided in Section IV hereinafter, for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) the salaries and employment benefits of all expenses employees of organizing the Trust; WRIMCO who are engaged in providing these advisory services; (b) adequate office space and suitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. In addition, WRIMCO shall pay the charges fees and expenses of any registrar, stock transfer all directors of the Corporation who are employees of WRIMCO or an affiliated corporation and dividend disbursing agent, custodian or depository appointed by the Trust salaries and employment benefits of all officers of the Corporation who are affiliated persons of WRIMCO. B. The Corporation shall pay in full for the safekeeping all of its cash, portfolio securities and other property and pricing services provided to the Trust expenses which are not listed above (other than those utilized assumed by W&R or its affiliates in their respective capacities as principal underwriter of the Adviser in providing shares of the services described in Section 2Corporation, as Shareholder Servicing Agent or as Accounting Services Agent for the Corporation); , including (ca) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; reports to shareholders of the Corporation including mailing costs; (jb) compensation the costs of printing all proxy statements and all other costs and expenses of trustees meetings of shareholders of the Corporation (unless the Corporation and WRIMCO shall otherwise agree); (c) interest, taxes, brokerage commission and premiums on fidelity and other insurance; (d) audit fees and expenses of independent accountants and legal fees and expenses of attorneys, but not of attorneys who are employees of WRIMCO or an affiliated company; (e) fees and expenses of its directors not affiliated with WRIMCO or its affiliates; (f) custodian fees and expenses; (g) fees payable by the Adviser; (k) charges and expenses Corporation under the Securities Act of legal counsel in connection with matters relating to the Trust1933, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover and the Adviser; securities or "Blue-Sky" laws of any jurisdiction; (nh) expenses incurred in obtaining fees and maintaining any surety bond or similar coverage with respect to securities assessments of the Trust; Investment Company Institute or any successor organization; (o) interest payable on Trust borrowings; (pi) such other non-non recurring or extraordinary expenses of the Trust as may arise, including expenses litigation affecting the Corporation and any indemnification by the Corporation of actionsits officers, suits or proceedings to which the Trust is a party directors, employees and expenses resulting from the legal obligation that the Trust may have to provide indemnity agents with respect thereto; ; (qj) the costs and expenses and fees reasonably incidental to provided for in any Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of this Section III. In the event that any of the foregoing specifically identified expenses;shall, in the first instance, be paid by WRIMCO, the Corporation shall pay the same to WRIMCO on presentation of a statement with respect thereto. C. WRIMCO, or an affiliate of WRIMCO, may also act as (ri) listing fees transfer agent or shareholder servicing agent of the Corporation and/or as (ii) accounting services agent of the Corporation if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between the Corporation and expenses; and (s) all other expenses permitted WRIMCO or such affiliate. The corporation, whether WRIMCO or its affiliate, which is the party to such Agreement with the Corporation is referred to as the "Agent." Each such Agreement shall provide in substance that it shall not go into effect, or be amended, or a new agreement covering the same topics between the Corporation and the Agent be entered into unless the terms of such Agreement, such amendment or such new agreement have been approved by the Prospectus and Statement Board of Additional Information Directors of the Trust Corporation, including the vote of a majority of the directors who are not "interested persons" as being paid defined in the 1940 Act, of either party to the Agreement, such amendment or such new agreement (considering WRIMCO to be such a party even if at the time in question the Agent is an affiliate of WRIMCO), cast in person at a meeting called for the purpose of voting on such approval. Such a vote is referred to as a "disinterested director" vote. Each such Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the date of its execution and from year to year thereafter only if such continuance is specifically approved at least annually by a disinterested director vote, and that any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Corporation and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued are services required for the operation of the Corporation; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality. Any such Agreement may also provide in substance that any disinterested director vote may be conditioned on the favorable vote of the holders of a majority (as defined in or under the 1940 Act) ▇▇ ▇▇▇ outstanding shares of each class of the Corporation. Any such Agreement shall also provide in substance that it may be terminated by the TrustAgent at any time without penalty upon giving the Corporation one hundred twenty (120) days' written notice (which notice may be waived by the Corporation) and may be terminated by the Corporation at any time without penalty upon giving the Agent sixty (60) days' written notice (which notice may be waived by the Agent), provided that such termination by the Corporation shall be directed or approved by the vote of a majority of the Board of Directors of the Corporation in office at the time or by the vote of the holders of a majority (as defined in or under the 1940 Act) ▇▇ ▇▇▇ outstanding shares of each class of the Corporation.

Allocation of Expenses. Except The Adviser agrees that it will furnish the Trust, at the Adviser's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser will also pay all compensation of all Trustees, officers and employees of the services Trust who are affiliated persons of the Adviser. All operating costs and facilities expenses relating to be provided the Government Fund not expressly assumed by the Adviser pursuant to Section 6 of under this Agreement, the Trust assumes and Agreement shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne paid by the Trust shall includefrom the assets of the Government Fund, without limitation: including, but not limited to (ai) all expenses of organizing the Trust; interest and taxes; (bii) the charges brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (Trust's Trustees other than those utilized by affiliated with the Adviser in providing the services described in Section 2); Trust's investment advisers; (cv) the charges legal and audit expenses; (vi) fees and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust's Administrator, including any portion of such commissions attributable to brokerage custodian, shareholder servicing or transfer agent and research accounting services as defined in Section 28(eagent; (vii) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating expenses incident to the issuance of Shares of the Trust; Government Fund's shares, including issuance on the payment of, or reinvestment of, dividends; (gviii) fees and expenses involved in registering and maintaining registrations incident to the registration under Federal or state securities laws of the Trust and or the shares of its Shares with the Securities and Exchange Commission Government Fund; (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (hix) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual mailing reports and other communications notices and proxy material to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records shareholders of the Trust, including general ledger accounting; ; (mx) insurance premiums on fidelity, errors and omissions and all other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect incidental to securities holding meetings of the Trust; 's shareholders; (oxi) interest payable on Trust borrowings; dues or assessments of or contributions to the Investment Company Institute or any successor; (pxii) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which litigation affecting the Trust is a party and expenses resulting from the legal obligation that obligations which the Trust may have to provide indemnity indemnify its officers and Trustees with respect thereto; ; and (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (sxiii) all other expenses permitted by which the Prospectus and Statement of Additional Information Trust or a series of the Trust as being paid agrees to bear in any distribution agreement or in any plan adopted by the TrustTrust and/or a series of the Trust pursuant to Rule 12b-1 under the Act.

Allocation of Expenses. Except for The expenses of the services Portfolios and facilities the expenses of WRIMCO in performing its functions under this Agreement shall be divided into two classes, to wit: (i) those expenses which will be provided paid in full by WRIMCO as set forth in subparagraph "A" hereof, and (ii) those expenses which will be paid in full by the Adviser pursuant Portfolios, as set forth in subparagraph "B" hereof. A. With respect to the duties of WRIMCO under Section 6 of this AgreementII above, the Trust assumes and it shall pay all expenses in full, except as to the brokerage and research services acquired through the allocation of commissions as provided in Section IV hereinafter, for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) the salaries and employment benefits of all expenses employees of organizing the Trust; WRIMCO who are engaged in providing these advisory services; (b) adequate office space and suitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. WRIMCO shall compensate each of the charges Portfolios' Subadvisers, if any. In addition, WRIMCO shall pay the fees and expenses of any registrar, stock transfer all directors of the Corporation who are employees of WRIMCO or an affiliated corporation and dividend disbursing agent, custodian or depository appointed by the Trust salaries and employment benefits of all officers of the Corporation who are affiliated persons of WRIMCO. B. The Portfolios shall pay in full for the safekeeping all of its cash, portfolio securities and other property and pricing services provided to the Trust their expenses which are not listed above (other than those utilized assumed by WRIMCO or its affiliates in their respective capacities as principal underwriter of the Adviser in providing shares of the services described in Section 2Portfolios, as Shareholder Servicing Agent, Transfer Agent or as Accounting Services Agent for the Portfolios); , including (ca) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; reports to shareholders of the Portfolios, including mailing costs; (jb) compensation the costs of printing all proxy statements and all other costs and expenses of trustees meetings of shareholders of the Portfolios (unless the Corporation and WRIMCO shall otherwise agree); (c) interest, taxes, brokerage commissions and premiums on fidelity and other insurance; (d) audit fees and expenses of independent accountants and legal fees and expenses of attorneys, but not of attorneys who are employees of WRIMCO or an affiliated company; (e) fees and expenses of its directors not affiliated with Waddell & ▇▇▇▇, Inc.; (f) custodian fees and expenses; (g) fees payable by the Adviser; Portfolios under the Securities Act of 1933, the Investment Company Act of 1940, and the securities or "Blue-Sky" laws of any jurisdiction; (kh) charges fees and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares assessments of the Trust and registration and qualification of Shares under federal, state and other laws; Investment Company Institute or any successor organization; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings; (pi) such other non-recurring nonrecurring or extraordinary expenses of the Trust as may arise, including expenses litigation affecting the Portfolios, and any indemnification by the Portfolios of actionsits officers, suits or proceedings to which the Trust is a party directors, employees and expenses resulting from the legal obligation that the Trust may have to provide indemnity agents with respect thereto; ; (qj) the costs and expenses and fees reasonably incidental to provided for in any Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of this Section III. In the event that any of the foregoing specifically identified expenses;shall, in the first instance, be paid by WRIMCO or its affiliate, the Portfolios shall pay the same to WRIMCO or its affiliate on presentation of a statement with respect thereto. C. WRIMCO, or an affiliate of WRIMCO, may also act as (ri) listing fees transfer agent or shareholder servicing agent of the Portfolios and/or as (ii) accounting services agent of the Portfolios if at the time in question there is a separate agreement, "Shareholder Servicing Agreement," "Transfer Agency Agreement" and/or "Accounting Services Agreement," covering such functions between the Portfolios and expenses; and (s) all other expenses permitted WRIMCO, or such affiliate. The entity, whether WRIMCO or its affiliate, which is the party to any such Agreement with the Corporation may be referred to as the "Agent." Each such Agreement shall provide in substance that it shall go into effect, or be amended, or a new agreement covering the same topics between the Corporation and the Agent may be entered into, only if the terms of such Agreement, such amendment or such new agreement have been approved by the Prospectus and Statement Board of Additional Information Directors of the Trust Corporation, including the vote of a majority of the directors who are not "interested persons" as being paid defined in the Investment Company Act of 1940, of either party to the Agreement, such amendment or such new agreement (considering WRIMCO to be such a party even if at the time in question the Agent is an affiliate of WRIMCO), cast in person at a meeting called for the purpose of voting on such approval. Such a vote is referred to as a "disinterested director" vote. Each such Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the date of its execution and from year to year thereafter only if such continuance is specifically approved at least annually by a disinterested director vote, and that any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Portfolios and their shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued are services required for the operation of the Portfolios; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality. Any such Agreement may also provide in substance that any disinterested director vote may be conditioned on the favorable vote of the holders of a majority (as defined in or under the Investment Company Act of 1940) of the outstanding shares of each class or series of the Portfolios. Any such Agreement shall also provide in substance that it may be terminated by the TrustAgent at any time without penalty upon giving the Portfolios one hundred twenty (120) days' written notice (which notice may be waived by the Portfolios) and may be terminated by the Portfolios at any time without penalty upon giving the Agent sixty (60) days' written notice (which notice may be waived by the Agent), provided that such termination by the Portfolios shall be directed or approved by the vote of a majority of the Board of Directors of the Corporation in office at the time or by the vote of the holders of a majority (as defined in or under the Investment Company Act of 1940) of the outstanding shares of each class or series of the Portfolios.

Allocation of Expenses. Except for the services and or facilities to be provided by the Adviser pursuant to Section 6 of this Agreementset forth in Paragraph 2 above, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses expense incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of Adviser (it being understood that the Trust provides otherwise, shall allocate such expenses between or among its Portfolios to the extent contemplated by its Master Trust Agreement). The expenses to be borne by the Trust shall include, without limitation: (a1) all expenses of organizing the TrustTrust or forming any series thereof; (b2) all expenses (including information, materials and services other than services of the charges Adviser) of preparing, printing and expenses mailing all annual, semiannual and periodic reports, proxy materials and other communications (including registration statements, prospectuses and amendments and revisions thereto) furnished to existing shareholders of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2)and/or regulatory authorities; (c3) fees involved in registering and maintaining registration of the charges Trust and expenses of bookkeeping, accounting its shares with the Securities and auditorsExchange Commission and state regulatory authorities; (d4) brokerage commissions and any other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees in connection with requirements of regulatory authorities; (5) expenses, including the cost of printing of certificates relating to the issuance of shares of the Trust; (6) to the extent not paid by the Trust's distributor, the expenses of maintaining a shareholder account and furnishing, or causing to be furnished, to each shareholder a statement of his account, including the expense of mailing such statements; (7) taxes and fees payable by the Trust to federal, state or other governmental agencies; (f) expenses8) expenses related to the redemption of its shares, including the cost expenses attributable to any program of printing certificatesperiodic redemption; (9) all issue and transfer taxes, relating brokers' commissions and other costs chargeable to the issuance Trust in connection with securities transactions to which the Trust is a party, including any portion of Shares such commissions attributable to research and brokerage services as defined by Section 28(e) of the Securities Exchange Act of 1934, as amended from time to time; (10) the charges and expenses of the custodian appointed by the Trust, or any depository utilized by such custodian, for the safekeeping of its property; (11) charges and expenses of any shareholder servicing agents, transfer agents and registrars appointed by the Trust, including costs of servicing shareholder investment accounts; (12) charges and expenses of independent accountants retained by the Trust; (g13) legal fees and expenses involved in connection with the affairs of the Trust, including legal fees and expenses in connection with registering and maintaining registrations qualifying its shares with federal and state regulatory authorities; (14) compensation of Trustees of the Trust and who are not "interested persons" of its Shares with the Securities and Exchange Commission Trust (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by as defined in the Adviser or others in performing such functions for the Trust1940 Act); (h15) expenses of shareholders’ ' and trustees’ Trustees' meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered reasonable out-of-pocket expenses incurred by Trustees in connection with the Trust and financial structure and relations with its shareholders, issuance attendance at Trustees' meetings (regardless of Shares whether such Trustees are also employees of the Trust and registration and qualification Adviser or its affiliates or are otherwise "interested persons" of Shares under federal, state and other lawsthe Trust); (l16) membership dues in, and assessments of, the cost and expense of maintaining the books and records of the Trust, including general ledger accountingInvestment Company Institute or similar organizations; (m17) insurance premiums on fidelity, errors and omissions and other coverages, including ; (18) expenses incurred in connection with any distribution plan adopted by the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) Trust in compliance with Rule 12b-1 of the 1940 Act, which may also cover the Adviser;; and (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p19) such other non-recurring expenses of the Trust as may arise, including including, without limitation, expenses of actions, suits suits, or proceedings to which the Trust is a party and expenses resulting from the legal obligation that which the Trust may have to provide indemnity indemnify its Trustees or shareholders with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trust.

Allocation of Expenses. Except for During the services and facilities to be provided by the Adviser pursuant to Section 6 term of this Agreement, the Trust assumes and shall pay Funds will bear all expenses for all other Trust operations not expressly assumed by TFAI incurred in the operation of each Fund and activities and shall reimburse the Adviser for any such expenses incurred by offering of its shares. Without limiting the Adviser. Unless the Prospectus or Statement of Additional Information generality of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitationforegoing: (a) all Each Fund shall pay (i) fees payable to TFAI pursuant to this Agreement; (ii) the cost (including brokerage commissions, if any) incurred in connection with purchases and sales of the Fund's portfolio securities; (iii) expenses of organizing the Trust; Fund; (biv) the charges filing fees and expenses relating to registering and qualifying and maintaining the registration and qualification of any registrara Fund's shares for sale under federal and state securities laws; (v) its allocable share of the compensation, stock fees and reimbursements paid to the Trust's non-interested Trustees; (vi) custodian and transfer agent fees; (vii) legal and dividend disbursing agentaccounting expenses allocable to the Fund, custodian or depository appointed by the Trust including costs for local representation in Delaware and fees of special counsel, if any, for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust independent Trustees; (other than those utilized by the Adviser in providing the services described in Section 2); (cviii) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to all federal, state or other governmental agencies; and local tax (fincluding stamp, excise, income and franchise taxes) expenses, including and the preparation and filing of all returns and reports in connection therewith; (ix) cost of printing certificates, relating certificates and delivery to the issuance of Shares of the Trust; purchasers; (gx) expenses involved in registering of preparing and maintaining registrations of the Trust filing reports with federal and of its Shares with the Securities and Exchange Commission state regulatory authorities; (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (hxi) expenses of shareholders’ and trustees’ meetings, including ' meetings of committees, and of preparing, printing and distributing proxy statementsstatements (unless otherwise agreed to by the Trust and TFAI); (xii) costs of any liability, quarterly reports, if any, semi-annual reports, annual reports uncollectible items of deposit and other communications to existing shareholders; insurance or fidelity bonds; (ixiii) any costs, expenses or losses arising out of any liability of or claim for damage or other relief asserted against the Trust for violation of any law; (xiv) expenses of preparing preparing, typesetting and printing prospectuses and marketing materialssupplements thereto for existing shareholders and of reports and statements to shareholders; (xv) fees and expenses in connection with membership in investment company organizations and 12b-1 fees; and (xvi) any extraordinary expenses incurred by the Trust on behalf of the Fund; (jb) compensation TFAI shall pay (i) all expenses incurred by it in the performance of its duties under this Agreement; and (ii) compensation, fees and expenses of trustees who are not affiliated with the Adviser; (k) charges officers and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records Trustees of the Trust, including general ledger accountingexcept for such Trustees who are not interested persons (as defined in the ▇▇▇▇ ▇▇▇) of TFAI; (mc) insurance premiums on fidelityIf, errors for any fiscal year, the total expenses of each of the Funds, including, but not limited to: the fees to TFAI, compensation to its custodian, transfer agent, registrar, auditors and omissions legal counsel, printing expense, and other coveragesfees, including compensation and expenses to Trustees who are not interested persons, exceed any expense limitation imposed by applicable state law, TFAI shall reimburse the Fund for such excess in the manner and to the extent required by applicable state law; provided, however, that TFAI shall reimburse the Fund for the amount of such expenses which exceed the expense cap of obtaining and maintaining a fidelity bond the Fund's average daily net assets as required by Section 17(g) listed in Schedule A attached to this Agreement. For purposes of this sub-paragraph, "total expenses" shall not include interest, taxes, litigation expenses, brokerage commissions or other costs incurred in acquiring or disposing of any of the Fund's portfolio securities, expenses incurred pursuant to the Fund's Plan of Distribution under Rule 12b-1 of the 1940 Act, which may also cover or any costs arising other than in the Adviser; (n) expenses incurred in obtaining ordinary and maintaining any surety bond or similar coverage with respect to securities necessary course of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the TrustFund's business.

Allocation of Expenses. Except for the services and facilities to be provided expenses incurred by the Adviser pursuant to Section 6 of this Agreementin providing the services set forth in Paragraph 2 above, the Trust Company assumes and shall pay all expenses for all other Trust Company operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviseractivities. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the The expenses to be borne by the Trust Company shall include, without limitation: (a1) all expenses of organizing the TrustCompany or forming any series thereof; (b2) all expenses (including information, materials and services other than services of the charges Adviser) of preparing, printing and expenses of any registrarmailing all annual, stock transfer semiannual and dividend disbursing agentperiodic reports, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities proxy materials and other property communications (including registration statements, prospectuses and pricing services provided amendments and revisions thereto) furnished to existing shareholders of the Trust (other than those utilized by the Adviser in providing the services described in Section 2)Company and/or regulatory authorities; (c3) fees involved in registering and maintaining registration of the charges Company and expenses of bookkeeping, accounting its shares with the Securities and auditorsExchange Commission and state regulatory authorities; (d4) brokerage any other registration, filing or other fees in connection with requirements of regulatory authorities; (5) expenses, including the cost of printing of certificates relating to the issuance of shares of the Company; (6) to the extent not paid by the Company's distributor, the expenses of maintaining a shareholder account and furnishing, or causing to be furnished, to each shareholder a statement of account, including the expense of mailing such statements; (7) taxes and similar fees payable by the Company; (8) expenses related to the redemption of its shares; (9) all issue and transfer taxes, brokers' commissions and other costs incurred chargeable to the Company in connection with securities transactions in to which the portfolio securities of the TrustCompany is a party, including any portion of such commissions attributable to research and brokerage and research services as defined in by Section 28(e) of the Securities Exchange Act of 1934, as amended from time to time (the "1934 Act"); (e10) taxesthe charges and expenses of the custodian appointed by the Company, including issuance or any depository utilized by such custodian, for the safekeeping of its property; (11) the charges and transfer taxes, expenses of any lending agent appointed by the Company and trust registration, filing or other all borrowers' rebates and similar fees payable by the Trust to federal, state or other governmental agenciesCompany in connection with any loan transaction; (f12) expenses, including charges and expenses of any administrator and/or accounting and recordkeeping agent appointed by the cost of printing certificates, relating to the issuance of Shares of the TrustCompany; (g13) charges and expenses involved in registering of any shareholder servicing agent, transfer agent and maintaining registrations of registrar appointed by the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictionsCompany, including reimbursement costs of actual expenses incurred by the Adviser or others in performing such functions for the Trustservicing shareholder investment accounts; (h14) charges and expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholdersindependent accountants retained by the Company; (i15) legal fees and expenses in connection with the affairs of preparing the Company, including legal fees and printing prospectuses expenses in connection with registering and marketing materialsqualifying its shares with federal and state regulatory authorities; (j16) compensation and expenses of trustees Directors of the Company who are not "affiliated with persons" (as defined in the ▇▇▇▇ ▇▇▇) of the Adviser; (k17) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust shareholders' and financial structure and relations with its shareholders, issuance of Shares of the Trust and registration and qualification of Shares under federal, state and other lawsDirectors' meetings; (l18) membership dues in, and assessments of, the cost and expense of maintaining the books and records of the Trust, including general ledger accountingInvestment Company Institute or similar organizations; (m19) insurance premiums on fidelity, errors and omissions and other coverages, including ; (20) expenses incurred in connection with any distribution plan adopted by the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) Company in compliance with Rule 12b-1 of the 1940 Act, which may also cover the Adviser;; and (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p21) such other non-recurring expenses of the Trust Company as may arise, including expenses of actions, suits suits, or proceedings to which the Trust Company is a party and expenses resulting from the legal obligation that which the Trust Company may have to provide indemnity indemnify its Directors or shareholders with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the Trust.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreement, the Trust The Fund assumes and shall pay all expenses for all other Trust Fund operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust Fund provides otherwise, the expenses to be borne by the Trust Fund shall include, without limitation: (a) all expenses of organizing the TrustFund; (b) the charges and expenses of any registrar, stock transfer and or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Trust Fund for the safekeeping of its cash, portfolio securities and other property property, including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Trust Fund (other than those utilized by the Adviser in providing the services described in Section 22 of this Agreement); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the TrustFund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934Act; (e) taxes, including issuance and transfer taxes, and trust fund registration, filing or other fees payable by the Trust Fund to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, expenses relating to the issuance of Shares of the TrustFund; (g) expenses involved in registering and maintaining registrations of the Trust Fund and of its Shares with the Securities SEC and Exchange Commission (“SEC”) various states and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses involved in registering and maintaining registrations of shareholdersthe Fund and of its Shares with any securities exchange or other trading system, as applicable; (i) expenses of stockholders’ and trusteesdirectors’ meetings, including meetings of committees, and of preparing, printing and distributing mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholdersstockholders; (ij) expenses of preparing and printing prospectuses and marketing materialsprospectuses; (jk) compensation and expenses of trustees directors who are not affiliated with the Adviser; (kl) if approved by the Board, compensation and expenses of the Fund’s chief compliance officer and expenses associated with the Fund’s compliance program; (m) charges and expenses of legal counsel in connection with matters relating to the TrustFund, including, without limitation, legal services rendered in connection with the Trust Fund’s organization and financial structure and relations with its shareholdersstockholders, issuance of Shares of the Trust Fund and registration and qualification of Shares under federal, state and other lawslaws and fees and expenses associated with seeking, expenses of issuing, redeeming and repurchasing (including expenses associated with the Fund’s Share repurchases pursuant to Rule 23c-3 under the 1940 Act), applying for and obtaining formal exemptive, no-action and/or other relief from the SEC in connection with the issuance of multiple share classes; (ln) the cost and expense of maintaining the books and records of the TrustFund, including general ledger ▇▇▇▇▇▇ accounting; (mo) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, Act which may also cover the Adviser; (np) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the TrustFund; (oq) costs, including interest payable on Trust Fund borrowings, of borrowing money or engaging in other types of leverage financing including, without limitation, through the use by the Fund of reverse repurchase agreements, dollar rolls, bank borrowings, and credit facilities; (pr) such other non-recurring expenses of the Trust Fund as may arise, including expenses of actions, suits or proceedings to which the Trust Fund is a party and expenses resulting from the legal obligation that the Trust Fund may have to provide indemnity with respect thereto; (qs) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (rt) listing any expenses allocated or allocable to a specific class of Shares, including without limitation sub-transfer agency expenses, shareholder servicing fees, and distribution fees and expenses; andpaid pursuant to a Rule 12b-1 or similar plan adopted by the Board for a particular Share class; (su) ordinary legal fees, including the legal fees that arise in the ordinary course of business for the Fund, registered as a closed-end management investment company and, as applicable, that operates as an “interval fund” pursuant to Rule 23c-3 under the 1940; (v) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust Fund as being paid by the TrustFund; and (w) cost and expenses relating to any special purpose vehicles held or established by the Fund; costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Fund and the amount of any judgment or settlement paid in connection therewith, or the enforcement of the Fund’s rights against any person and indemnification or contribution expenses payable by the Fund to any person and other extraordinary expenses.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreementa separate administration agreement with the Trust, the Trust Fund assumes and shall pay all expenses for all other Trust Fund operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust Fund provides otherwise, the expenses to be borne by the Trust Fund shall include, without limitation: : (a) all expenses of organizing the Trust; Fund; (b) the charges and expenses of any registrar, stock transfer and or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Trust Fund for the safekeeping of its cash, portfolio securities and other property property, including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Trust Fund (other than those utilized by the Adviser in providing the services described in Section 2); ; (c) the charges and expenses of bookkeeping, accounting and auditors; ; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the TrustFund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; ; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust Fund to federal, state or other governmental agencies; ; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; Fund; (g) expenses involved in registering and maintaining registrations of the Trust Fund and of its Shares with the Securities and Exchange Commission (“SEC”" SEC ") and various states and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; Fund, and including compensation of persons who are employees of the Adviser, in proportion to the relative time spent on such matters; (h) expenses of shareholders’ ' and trustees’ ' meetings, including meetings of committees, and of preparing, printing and distributing mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; ; (i) expenses of preparing and printing prospectuses and marketing materials; ; (j) compensation and expenses of trustees who are not affiliated with the Adviser; ; (k) charges and expenses of legal counsel in connection with matters relating to the TrustFund, including, without limitation, legal services rendered in connection with the Trust Fund's trust and financial structure and relations with its shareholders, issuance of Shares of the Trust Fund and registration and qualification of Shares under federal, state and other laws; ; (l) the cost and expense of maintaining the books and records of the TrustFund, including general ledger accounting; ; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, Act which may also cover the Adviser; ; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; Fund; (o) interest payable on Trust Fund borrowings; ; (p) such other non-recurring expenses of the Trust Fund as may arise, including expenses of actions, suits or proceedings to which the Trust on behalf of the Fund is a party and expenses resulting from the legal obligation that the Trust on behalf of the Fund may have to provide indemnity with respect thereto; ; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; ; and (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust Fund as being paid by the TrustFund.

Allocation of Expenses. Except for (a) Each Company will pay the services following expenses in connection with the sales and facilities distribution of Shares of the Company: (i) expenses pertaining to the preparation of the Company’s audited and certified financial statements to be provided by included in any amendments (“Amendments”) to the Adviser pursuant to Section 6 of this AgreementCompany’s Registration Statements under the 1933 Act, including the Trust assumes Prospectuses and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement Statements of Additional Information included therein; (ii) expenses pertaining to the preparation (including legal fees) and printing of all Amendments or supplements filed with the SEC, including the copies of the Trust provides otherwiseProspectuses and Statements of Additional Information included in the Amendments and the first ten (10) copies of the definitive Prospectuses and Statements of Additional Information or supplements thereto, other than those necessitated by or related to your activities where such Amendments or supplements result in expenses which the expenses to be borne by the Trust shall include, without limitation:Company would not otherwise have incurred; (aiii) all expenses pertaining to the preparation, printing, and distribution of organizing any reports or communications, including Prospectuses and Statements of Additional Information, which are sent to the Trust;Company’s existing shareholders; and (iv) filing and other fees to federal and state securities regulatory authorities necessary to register and maintain registration of the Shares. (b) Except to the charges and expenses extent that you are entitled to compensation under the provisions of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the TrustDistribution Plans for a Company, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of you will pay the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) following expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders;: (i) expenses of preparing printing additional copies of the Prospectuses and printing prospectuses Statements of Additional Information and marketing materialsany amendments or supplements thereto which are necessary to continue to offer a Company’s Shares to the public; (jii) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating pertaining to the Trust, including, without limitation, preparation (excluding legal services rendered in connection with fees) and printing of all Amendments and supplements to a Company’s Registration Statements if the Trust and financial structure and relations with its shareholders, issuance of Shares of Amendment or supplement arises from or is necessitated by or related to your activities where those expenses would not otherwise have been incurred by the Trust and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expensesCompany; and (siii) all expenses pertaining to the printing of additional copies, for use by you as sales literature, of reports or other expenses permitted communications which have been prepared for distribution to a Company’s existing shareholders or incurred by you in advertising, promoting and selling the Prospectus and Statement of Additional Information of Company’s Shares to the Trust as being paid by the Trustpublic.

Allocation of Expenses. Except The Sub-adviser shall be responsible for all expenses incurred in performing the services and facilities to be provided by set forth in Article II hereof. Such expenses include the Adviser costs incurred in providing sub-advisory services pursuant to Section 6 this Agreement (such as compensating and furnishing office space for officers and employees of this the Sub-adviser connected with investment and economic research, trading, and investment management of the Portfolios). As described in the Advisory Agreement, the Trust assumes and shall Fund and/or the Adviser pay all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for all the following expenses of the Fund: organization and certain offering expenses of the Fund (including out-of-pocket expenses, but not including the Sub-adviser’s overhead and employee costs); fees payable to the Sub-adviser and to any other Trust operations Fund advisers or consultants; legal expenses; auditing and activities accounting expenses; interest expenses; telephone, telex, facsimile, postage and shall reimburse the Adviser for any such other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund’s administrator or of any transfer agent, registrar, stock transfer and or dividend disbursing agentagent of the Fund; payments to the administrator for maintaining the Fund’s financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, custodian or depository appointed by the Trust for the safekeeping of its cashaccountants, portfolio securities bankers and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and distributing proxy statements, quarterly reportsspecialists, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) ; expenses of preparing and printing prospectuses and marketing materials; (j) compensation and share certificates; other expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust issuance, offering, distribution or sale of securities issued by the Fund; expenses relating to investor and financial structure public relations; expenses of registering and relations with its shareholders, issuance of Shares qualifying shares of the Trust and registration and qualification of Shares under federalFund for sale; freight, state insurance and other laws; (l) charges in connection with the cost and expense of maintaining the books and records shipment of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and Fund’s portfolio securities; brokerage commissions or other coverages, including the expense costs of obtaining and maintaining a fidelity bond as required by Section 17(g) acquiring or disposing of any portfolio securities or other assets of the 1940 ActFund, which may also cover the Adviser; (n) expenses incurred or of entering into other transactions or engaging in obtaining and maintaining any surety bond or similar coverage investment practices with respect to securities the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders’ and other meetings. Notwithstanding the foregoing, the Sub-advisor shall be obligated to reimburse the Fund for liabilities incurred as a result of overdrafts caused by the implementation of the Trust; (o) interest payable on Trust borrowings; (p) such other nonSub-recurring expenses of adviser’s investment program for the Trust as may arise, including expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted by the Prospectus and Statement of Additional Information of the Trust as being paid by the TrustPortfolio.

Allocation of Expenses. Except (a) The Company will pay all Registration Expenses for the services and facilities to be provided by the Adviser pursuant to Section 6 of all registrations under this Agreement; provided, however, that if a registration under Section 2.1 is withdrawn at the request of the Initiating Holders (other than as a result of information concerning the business or financial condition of the Company which is made known to the Selling Stockholders after the date on which such registration was requested) and if the Initiating Holders elect not to have such registration counted as a registration requested under Section 2.1, the Trust assumes and Selling Stockholders shall pay all the Registration Expenses of such registration pro rata in accordance with the number of their Registrable Shares included in such registration. (b) The fees, costs and expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses registration to be borne by the Trust as provided in Section 2.5(a) shall include, without limitation: (a) , all expenses incident to the Company’s performance of organizing the Trust; (b) the charges or compliance with this Agreement, including without limitation all Commission and stock exchange registration and filing fees and expenses, fees and expenses of any registrar, stock transfer compliance with securities or blue sky laws (including without limitation reasonable fees and dividend disbursing agent, custodian or depository appointed by the Trust disbursements of counsel for the safekeeping underwriters, if any, or for the selling Holders, in connection with blue sky qualifications of its cashthe Registrable Shares), portfolio securities printing expenses (including expenses of printing certificates for Registrable Shares and other property Prospectuses), messenger, telephone and pricing services provided to delivery expenses, the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges fees and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities listing of the Trust, including any portion of such commissions attributable securities to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing be registered on each securities exchange or other fees payable national market system on which similar securities issued by the Trust to federalCompany are then listed, state or other governmental agencies; fees and disbursements of counsel for the Company and all independent certified public accountants (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Trust; (h) expenses of shareholders’ any annual audit, special audit and trustees’ meetings“cold comfort” letters required by or incident to such performance and compliance), including meetings the fees and disbursements customarily paid by issuers or sellers of committees, and of preparing, printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; securities (i) expenses of preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered expenses of the Company relating to “road shows” and other marketing activities), the reasonable fees of one counsel retained in connection with each such registration by the Trust and financial structure and relations with its shareholders, issuance Holders of Shares a majority of the Trust Registrable Shares being registered (such counsel fees not to exceed $150,000 per registration), the reasonable fees and registration and qualification of Shares under federal, state and other laws; (l) the cost and expense of maintaining the books and records of the Trust, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Trust; (o) interest payable on Trust borrowings; (p) such other non-recurring expenses of any special experts retained by the Trust as may ariseCompany in connection with such registration, including and fees and expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligation that the Trust may have to provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and (s) all other expenses permitted Persons retained by the Prospectus and Statement Company (but not including any underwriting discounts or commissions or transfer taxes, if any, attributable to the sale of Additional Information of the Trust as being paid Registrable Shares by the Trustsuch Holders) (collectively, “Registration Expenses”).