Common use of Allocation of Expenses Clause in Contracts

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trustees; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trustees.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trustees; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's its accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trustees.

Allocation of Expenses. The Manager shall(a) With respect to the operation of a Fund, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to responsible for (i) interest and taxesthe Fund’s organizational expenses; (ii) brokerage commissionsproviding the personnel, office space and equipment reasonably necessary to perform its obligations hereunder; (iii) insurance premiumsthe 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) 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”); (iv) compensation the costs of any special Board meetings or shareholder meetings convened for the primary benefit of, and requested by, the Adviser; and (v) 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 shall 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 obligation for payment of its Trustees expenses, other than those affiliated as stated in Section 4(a) above, including but not limited to: fees and expenses (including legal fees) incurred in connection with the Manager or such adviserissuance, administrator or principal underwriter 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 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 benefit of the Fund including all fees and expenses of its custodian, shareholder services agent and accounting services agent; all expenses incurred in connection with borrowings; dividend expenses related to short sales; costs and expenses of pricing and calculating its Trusteesdaily net asset value and of maintaining its books of account required under the 1940 Act; taxes, if any; its portion of expenditures in connection with meetings of the Board that are properly payable by the Fund; its allocable portion of expenditures in connection with meetings of shareholders as determined by the Board; its allocable portion of salaries and expenses of officers of the Trust other than officers and employees of U.S. Bancorp Fund Services, LLC or any duly appointed successor (vthe “Administrator”) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident except the Trust’s Chief Compliance Officer if determined to be appropriate by the issuance of its shares (including issuance on the payment of, or reinvestment of, dividendsBoard); (viii) its allocable portion of fees and expenses incident of members of the Board or members of any advisory board or committee who are not members, affiliated persons, 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 its benefit, including liability and fidelity bond insurance; the registration under Federal or State securities laws cost of preparing and printing reports, proxy statements, Prospectuses of the Fund or other communications for distribution to existing shareholders; its sharesallocable portion of the Trust’s legal, auditing and accounting fees; (ix) its allocable portion of the Trust’s trade association dues or educational program expenses determined appropriate by the Board; all expenses of preparing, printing maintaining and mailing reports and notices and proxy material to shareholders servicing shareholder accounts of the FundFund maintained with the Trust’s transfer agent, including all charges for transfer, shareholder recordkeeping, distribution disbursing, redemption; (x) and all other expenses incidental to holding meetings charges and costs of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share its operation plus any extraordinary and the dividends; and (xii) such 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 arisevoluntarily or contractually absorb certain Fund expenses. (d) To the extent the Adviser incurs any costs by assuming expenses which are an obligation of a Fund as set forth herein, the Fund shall promptly reimburse the Adviser for such costs and expenses, except to the extent the Adviser has otherwise agreed to bear such expenses. To the extent the services for which a Fund is obligated to pay are performed by the Adviser, the Adviser shall be entitled to recover from such Fund to the extent of the Adviser’s actual costs for providing such services. In determining the Adviser’s actual costs, the Adviser may take into account an allocated portion of the salaries and overhead of personnel performing such services. (e) To the extent that the Adviser pays fees in addition to any Fund distribution or servicing fees to financial intermediaries, including litigation affecting without limitation banks, broker-dealers, financial advisors, or pension administrators, for sub-administration, sub-transfer agency or any other shareholder servicing or distribution services associated with shareholders whose shares are held in omnibus or other group accounts, the Adviser shall report such payments regularly to the Trust on the amounts paid and the relevant financial institutions. (f) The fee payable to the Adviser under this Agreement with respect to a Fund may be reduced to the extent of any receivable owed by the Adviser to the Fund and (provided that such obligation is not subject to a good faith dispute) or as required under any operating expense limitation agreement applicable to the legal obligations for which the Fund may have to indemnify its officers and TrusteesFund.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, All other costs and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees expenses of the Fund who are affiliated persons of the Manager. The Fund 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 Manager OFI GLOBAL under this sub-section Agreement, or otherwise to be paid by the ManagerDistributor of the shares of the Fund, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to to: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiumspremiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its Trustees trustees other than those associated or affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesOFI GLOBAL; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares (against payment therefor by or on behalf of the subscribers thereto including issuance on without limitation the payment of, or reinvestment of, dividends)cost of share certificates; (viiiix) fees and expenses expenses, other than as hereinabove provided, incident to the registration under Federal or State law of shares of the Fund for public sale and for qualifying additional shares of the Fund for sale under the securities laws of the Fund or its sharesvarious states after the initial registration of the Fund’s shares in such states; (ixx) expenses of preparing, printing and mailing reports and reports, notices and proxy material materials to shareholders of the Fund; (xxi) except as noted above, all other expenses incidental to holding meetings of the Fund's ’s shareholders; (xixii) expenses incurred in connection with the valuation of keeping portfolio securities and the Fund's accounting records including the computation calculation of its net asset value per share and value; (xiii) membership dues in the dividendsInvestment Company Institute or any similar organization; and (xiixiv) such extraordinary non-recurring expenses as may arise, including litigation litigation, affecting the Fund and the any legal obligations for obligation which the Fund may have to indemnify its officers and Trusteestrustees with respect thereto. Any officers or employees of OFI GLOBAL or any entity controlling, controlled by or under common control with OFI GLOBAL who also serve as officers, trustees or employees of the Fund shall not receive any compensation from the Fund for their services.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay Administrator will bear all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 of its employees and overhead incurred by it in connection with its duties hereunder. All other expenses (other than those to be paid by the Manager Company's investment adviser under this sub-section an investment advisory agreement, by any underwriter under an underwriting agreement concerning the Company's shares or otherwise by the ManagerCompany's distributor under a distribution agreement), administrator or principal underwriter or by any Sub-Adviser shall be paid by the FundCompany, including, but not limited to to: (ia) interest expense, taxes and taxes; governmental fees; (iib) brokerage commissions; commissions and other expenses incurred in acquiring or disposing of the Company's portfolio securities; (iiic) insurance premiums; premiums for fidelity and other coverage requisite to the Company's operations; (ivd) compensation fees of its Trustees the Company's directors other than those affiliated who are interested persons of the Administrator and out-of-pocket travel expenses for all directors and other expenses incurred by the Company in connection with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trustees; directors' meetings; (ve) outside legal and audit expenses; ; (vif) custodian custodian, dividend disbursing and transfer agent, or shareholder servicing agent, agent fees and expenses; ; (viig) expenses incident to in connection with the issuance issuance, offering, distribution, sale or underwriting of its shares securities issued by the Company, including preparation of stock certificates; (including issuance on the payment of, or reinvestment of, dividends); (viiih) fees and expenses expenses, other than as hereinabove provided, incident to the registration under Federal or State securities laws qualification of the Fund or its shares; Company's shares for sale with the Commission and in various states and foreign jurisdictions; (ixi) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; Company's shareholders; (xj) all other expenses incidental to holding regular annual meetings of the FundCompany's shareholders; ; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiik) such extraordinary non-recurring expenses as may arise, including litigation affecting the Fund Company and the legal obligations for litigation affecting the Company and the legal obligation which the Fund Company may have to indemnify its officers and Trusteesdirectors with respect thereto. Notwithstanding the foregoing, the Administrator shall pay all salaries and fees of the Company's officers and directors who are interested persons of the Administrator.

Allocation of Expenses. The Manager shallexpenses of United and the expenses of Waddell & Reed, at Inc., in performing its own expensefunctions under this Agreem▇▇▇ ▇▇▇ll ▇▇ ▇ivided into two classes, provide office spaceto wit: (i) those expenses which will be paid in full by Waddell & Reed, facilitiesInc., equipmentas set forth in subparagraph "A" hereof, and personnel for (▇▇) ▇▇ose ▇▇▇enses which will be paid in full by United, as set forth in subparagraph "B" hereof. A. With respect to the performance duties of its functions hereunder and Waddell & Reed, Inc., under Section II above, it shall pay in full, ▇▇▇▇▇▇ as ▇▇ 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 compensation of Trustees, officers, and employees of Waddell & Reed, Inc. who are engaged in providing these advisory se▇▇▇▇▇▇; (b) ▇▇equate office space and suitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. In addition, Waddell & Reed, Inc., shall pay the Fund fees and expenses of all direct▇▇▇ ▇▇ Uni▇▇▇ who are affiliated with Waddell & Reed, Inc., or an affiliated corporation and the salaries ▇▇▇ ▇▇plo▇▇▇▇t benefits of all officers of United who are affiliated persons of the Manager. The Fund agrees to bear Waddell & Reed, Inc. B. United shall pay in full for all of ▇▇▇ ▇▇▇ens▇▇ ▇hich are not listed above (other than those assumed by Waddell & Reed, Inc., or its affiliates in its capacity as Accounti▇▇ ▇▇▇▇ice▇ ▇▇ent for United), including (a) the costs of preparing and setting in type its prospectuses, statements of additional information printing prospectuses and reports to its shareholders, and shareholders of United including mailing costs; (b) the costs of printing or otherwise producing all proxy statements and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All all other costs and expenses not expressly assumed by the Manager under this sub-section or otherwise by the Managerof meetings of shareholders of United; (c) interest, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundtaxes, includingbrokerage 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 limited to (i) interest and taxesof attorneys who are employees of Waddell & Reed, Inc.; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter fees and expenses of all its Trusteesdirectors not af▇▇▇▇▇▇▇d w▇▇▇ Waddell & Reed, Inc.; (v) legal and audit expenses; (vif) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viig) expenses incident to fees pay▇▇▇▇ ▇▇ Un▇▇▇▇ under the issuance Securities Act of its shares (including issuance on 1933, the payment ofInvestment Company Act of 1940, and the securities or reinvestment of, dividends)"Blue- Sky" laws of any jurisdiction; (viiih) fees and expenses incident to the registration under Federal or State securities laws assessments of the Fund Investment Company Institute or its sharesany successor organization; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiii) such non-non recurring or extraordinary expenses as may arise, including litigation affecting United and any indemnification by United of its officers, directors, employees and agents with respect thereto; (j) the Fund costs and expenses 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 shall, in the first instance, be paid by Waddell & Reed, Inc., United shall pay the same to Waddell & Reed, ▇▇▇., ▇n p▇▇▇▇ntation of a statement with respect t▇▇▇▇▇▇. C. Waddell & Reed, Inc., or an affiliate of Waddell & Reed, Inc., ▇▇▇ ▇▇▇▇ ▇▇t a▇ (▇) transfer agent or shareho▇▇▇▇ ▇▇rvi▇▇▇▇ agent of United and/or as (ii) accounting services agent of United if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between United and Waddell & Reed, Inc., or such affiliate. The corporation, whether ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., or its affiliate, which is the party to such ▇▇▇▇▇▇▇nt ▇▇▇▇ United is referred to as the "Agent." Each such Agreement shall provide in substance that it shall not go into effect, or may be amended, or a new agreement covering the same topics between United and the legal obligations Agent may be entered into only if the terms of such Agreement, such amendment or such new agreement have been approved by the Board of Directors of United, including the vote of a majority of the directors who are not "interested persons" as defined in the Investment Company Act of 1940, of either party to the Agreement, such amendment or such new agreement (considering Waddell & Reed, Inc., to be such a party even if at the time in que▇▇▇▇▇ ▇he ▇▇▇▇t is an affiliate of Waddell & Reed, Inc.), cast in person at a meeting called for the p▇▇▇▇▇▇ of ▇▇▇▇ng 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 Fund 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 United 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 United; (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 have to indemnify its officers 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 of United. Any such Agreement shall also provide in substance that it may be terminated by the Agent at any time without penalty upon giving United one hundred twenty (120) days' written notice (which notice may be waived by United) and Trusteesmay be terminated by United 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 United shall be directed or approved by the vote of a majority of the Board of Directors of United 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 of United.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund Trust who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the FundTrust, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trustees; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund Trust or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the FundTrust; (x) all other expenses incidental to holding meetings of the FundTrust's shareholders; and (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund Trust and the legal obligations for which the Fund Trust may have to indemnify its officers and Trustees.

Allocation of Expenses. The Manager shalla. With respect to the operation of a Fund, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to responsible for (i) interest and taxesthe Fund’s organizational expenses; (ii) brokerage commissionsproviding the personnel, office space and equipment reasonably necessary to perform its obligations hereunder; (iii) insurance premiumsthe 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) 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”); (iv) compensation the costs of any special Board meetings or shareholder meetings convened for the primary benefit of, and requested by, the Adviser; and (v) 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 shall 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 obligation for payment of its Trustees expenses, other than those affiliated as stated in Section 4(a) above, including but not limited to: fees and expenses (including legal fees) incurred in connection with the Manager or such adviserissuance, administrator or principal underwriter 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 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 benefit of the Fund including all fees and expenses of its custodian, shareholder services agent and accounting services agent; all expenses incurred in connection with borrowings; dividend expenses related to short sales; costs and expenses of pricing and calculating its Trusteesdaily net asset value and of maintaining its books of account required under the 1940 Act; taxes, if any; its portion of expenditures in connection with meetings of the Board that are properly payable by the Fund; its allocable portion of expenditures in connection with meetings of shareholders as determined by the Board; its allocable portion of salaries and expenses of officers of the Trust other than officers and employees of U.S. Bancorp Fund Services, LLC or any duly appointed successor (vthe “Administrator”) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident except the Trust’s Chief Compliance Officer if determined to be appropriate by the issuance of its shares (including issuance on the payment of, or reinvestment of, dividendsBoard); (viii) its allocable portion of fees and expenses incident of members of the Board or members of any advisory board or committee who are not members, affiliated persons, 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 its benefit, including liability and fidelity bond insurance; the registration under Federal or State securities laws cost of preparing and printing reports, proxy statements, Prospectuses of the Fund or other communications for distribution to existing shareholders; its sharesallocable portion of the Trust’s legal, auditing and accounting fees; (ix) its allocable portion of the Trust’s trade association dues or educational program expenses determined appropriate by the Board; all expenses of preparing, printing maintaining and mailing reports and notices and proxy material to shareholders servicing shareholder accounts of the FundFund maintained with the Trust’s transfer agent, including all charges for transfer, shareholder recordkeeping, distribution disbursing, redemption; (x) and all other expenses incidental to holding meetings charges and costs of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share its operation plus any extraordinary and the dividends; and (xii) such 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 arisevoluntarily or contractually absorb certain Fund expenses. d. To the extent the Adviser incurs any costs by assuming expenses which are an obligation of a Fund as set forth herein, the Fund shall promptly reimburse the Adviser for such costs and expenses, except to the extent the Adviser has otherwise agreed to bear such expenses. To the extent the services for which a Fund is obligated to pay are performed by the Adviser, the Adviser shall be entitled to recover from such Fund to the extent of the Adviser’s actual costs for providing such services. In determining the Adviser’s actual costs, the Adviser may take into account an allocated portion of the salaries and overhead of personnel performing such services. e. To the extent that the Adviser pays fees in addition to any Fund distribution or servicing fees to financial intermediaries, including litigation affecting without limitation banks, broker-dealers, financial advisors, or pension administrators, for sub-administration, sub-transfer agency or any other shareholder servicing or distribution services associated with shareholders whose shares are held in omnibus or other group accounts, the Adviser shall report such payments regularly to the Trust on the amounts paid and the relevant financial institutions. f. The fee payable to the Adviser under this Agreement with respect to a Fund may be reduced to the extent of any receivable owed by the Adviser to the Fund and (provided that such obligation is not subject to a good faith dispute) or as required under any operating expense limitation agreement applicable to the legal obligations for which the Fund may have to indemnify its officers and TrusteesFund.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) expenses of portfolio pricing and keeping the Fund's accounting records including the computation of net asset value per share and the dividends; (v) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trustees; (vvi) legal and audit expenses; (vivii) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viiviii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viiiix) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ixx) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (xxi) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trustees.

Allocation of Expenses. The Manager shallexpenses of United and the expenses of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company in performing its functions under this Agreement shall be divided into two classes, at its own expense, provide office space, facilities, equipmentto wit: (i) those expenses which will be paid in full by ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company as set forth in subparagraph "A" hereof, and personnel for (ii) those expenses which will be paid in full by United, as set forth in subparagraph "B" hereof. A. With respect to the performance duties of its functions hereunder and ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company under Section II above, it shall pay in full, 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 compensation of Trustees, officers, and employees of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company 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, ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company shall pay the Fund fees and expenses of all directors of United who are affiliated with ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company or an affiliated corporation and the salaries and employment benefits of all officers of United who are affiliated persons of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company. B. United shall pay in full for all of its expenses which are not listed above (other than those assumed by ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company or one of its affiliates in its capacity as principal underwriter of the Manager. The Fund agrees to bear shares of United, as Shareholder Servicing Agent or as Accounting Services Agent for United), including (a) the costs of preparing and setting in type its prospectuses, statements of additional information printing prospectuses and reports to its shareholdersshareholders of United, and including mailing costs; (b) the costs of printing or otherwise producing all proxy statements and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All all other costs and expenses not expressly assumed by the Manager under this sub-section or of meetings of shareholders of United (unless United and ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company shall otherwise by the Manageragree); (c) interest, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundtaxes, includingbrokerage 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 limited to (i) interest and taxesof attorneys who are employees of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company or an affiliated company; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter fees and expenses of all its Trusteesdirectors not affiliated with ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc.; (v) legal and audit expenses; (vif) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viig) expenses incident to fees payable by United under the issuance Securities Act of its shares (including issuance on 1933, the payment ofInvestment Company Act of 1940, and the securities or reinvestment of, dividends)"Blue-Sky" laws of any jurisdiction; (viiih) fees and expenses incident to the registration under Federal or State securities laws assessments of the Fund Investment Company Institute or its sharesany successor organization; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting United, and any indemnification by United of its officers, directors, employees and agents with respect thereto; (j) the Fund costs and expenses 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 shall, in the first instance, be paid by ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company, United shall pay the same to ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company on presentation of a statement with respect thereto. ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company, or an affiliate of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company, may also act as (i) transfer agent or shareholder servicing agent of United and/or as (ii) accounting services agent of United if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between United and ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company, or such affiliate. The corporation, whether ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company, or its affiliate, which is the party to either such Agreement with United 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 United and the legal obligations Agent may be entered into, only if the terms of such Agreement, such amendment or such new agreement have been approved by the Board of Directors of United, including the vote of a majority of the directors who are not "interested persons" as defined in the Investment Company Act of 1940, of either party to the Agreement, such amendment or such new agreement (considering ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company to be such a party even if at the time in question the Agent is an affiliate of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company), 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 Fund 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 United 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 United; (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 have to indemnify its officers 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 United. Any such Agreement shall also provide in substance that it may be terminated by the Agent at any time without penalty upon giving United one hundred twenty (120) days' written notice (which notice may be waived by United) and Trusteesmay be terminated by United 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 United shall be directed or approved by the vote of a majority of the Board of Directors of United 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 United.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) expenses of portfolio pricing and keeping the Fund’s accounting records including the computation of net asset value per share and the dividends; (v) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trustees; (vvi) legal and audit expenses; (vivii) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viiviii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viiiix) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ixx) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (xxi) all other expenses incidental to holding meetings of the Fund's ’s shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trustees.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, All other costs and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees expenses of the Fund who are affiliated persons of the Manager. The Fund 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 Manager OFI under this Agreement, by a sub-section or otherwise by the Manager, administrator or principal underwriter or by adviser under any Sub-Adviser Advisory Agreement or to be paid by the Distributor of the shares of the Fund, shall be paid by the FundTrust, including, but not limited to to: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiumspremiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its Trustees the Trust's trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesOFI; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares (including issuance against payment therefor by or on behalf of the payment of, or reinvestment of, dividends)subscribers thereto; (viiiix) fees and expenses expenses, other than as hereinabove provided, incident to the registration under Federal or State federal and state "blue sky" securities laws of shares of the Fund or its sharesfor public sale; (ixx) expenses of preparing, printing and mailing reports and reports, notices and proxy material materials to shareholders of the Fund; (xxi) except as noted above, all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such extraordinary non-recurring expenses as may arise, including litigation litigation, affecting the Fund and the any legal obligations for obligation which the Fund Trust may have (on behalf of the Fund) to indemnify its officers and Trusteestrustees with respect thereto. Any officers or employees of OFI or any entity controlling, controlled by or under common control with OFI who may also serve as officers, trustees or employees of the Fund shall not receive any compensation from the Fund for their services. The expenses with respect to any two or more series of the Trust shall be allocated in proportion to the net assets of the respective series except where allocations of direct expenses can be made.

Allocation of Expenses. The Manager shall, at its own expense, employ or associate with itself such persons as it believes appropriate to assist in performing its obligations under this Agreement and provide office space, facilitiesall services, equipment, facilities and personnel necessary to perform its obligations under this Agreement; provided, however, that the Trust shall be responsible for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 incurred by the Manager under this sub-section or otherwise in connection with owning, maintaining and operating telephone lines, data lines and similar communication facilities, to the extent that such lines and facilities are used by the ManagerManager to provide any of the services specified on Schedule B hereto, administrator or principal underwriter or by any Sub-Adviser as amended from time to time. In addition to those expenses described above, the Trust shall be paid by the Fundresponsible for all its expenses and liabilities, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) including compensation of its Trustees other than those who are not affiliated with the Administrator or the Manager or any of their affiliates; such adviser, administrator or principal underwriter compensation of the Compliance Staff as may be agreed to from time to time by the Board of Trustees of the Trust; taxes and governmental fees; interest charges; fees and expenses of all its Trusteesthe Trust’s independent accountants and legal counsel; trade association membership dues; fees and expenses of any custodian (v) legal including for keeping books and audit expenses; (vi) custodian accounts and calculating the net asset value of shares of each Fund, transfer agent, or shareholder servicing agentregistrar and dividend disbursing agent of the Trust; expenses of issuing, fees selling, redeeming, registering and qualifying for sale the Trust’s shares of beneficial interest; expenses of preparing and printing share certificates (if any), prospectuses, shareholders’ reports, notices, proxy statements and reports to regulatory agencies; the cost of office supplies; travel expenses of all officers, trustees and employees; insurance premiums; brokerage and other expenses of executing portfolio transactions; expenses of shareholders’ meetings; organizational expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trusteesextraordinary expenses.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, All other costs and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees expenses of the Fund who are affiliated persons of the Manager. The Fund 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 Manager OFI under this sub-section Agreement, or otherwise to be paid by the ManagerDistributor of the shares of the Fund, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to to: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiumspremiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its Trustees trustees other than those affiliated deemed interested persons of the Fund because of their association or affiliation with the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesOFI; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares (including issuance against payment therefor by or on behalf of the payment of, or reinvestment of, dividends)subscribers thereto; (viiiix) fees and expenses expenses, other than as hereinabove provided, incident to the registration under Federal or State and state securities laws of shares of the Fund or its sharesfor public sale; (ixx) expenses of preparing, printing and mailing reports and reports, notices and proxy material materials to shareholders of the Fund; (xxi) except as noted above, all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such extraordinary non-recurring expenses as may arise, including litigation litigation, affecting the Fund and the any legal obligations for obligation which the Fund may have to indemnify its officers and Trusteestrustees with respect thereto. Any officers or employees of OFI or any entity controlling, controlled by or under common control with OFI who also serve as officers, trustees or employees of the Fund shall not receive any compensation from the Fund for their services.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all of its Trustees; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trustees.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, All other costs and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees expenses of the Fund who are affiliated persons of the Manager. The Fund 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 Manager OFI under this sub-section Agreement, or otherwise to be paid by the ManagerDistributor of the shares of the Fund, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to to: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiumspremiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its Trustees trustees other than those associated or affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesOFI; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares (against payment therefor by or on behalf of the subscribers thereto including issuance on without limitation the payment of, or reinvestment of, dividends)cost of share certificates; (viiiix) fees and expenses expenses, other than as hereinabove provided, incident to the registration under Federal or State law of shares of the Fund for public sale and for qualifying additional shares of the Fund for sale under the securities laws of the Fund or its sharesvarious states after the initial registration of the Fund's shares in such states; (ixx) expenses of preparing, printing and mailing reports and reports, notices and proxy material materials to shareholders of the Fund; (xxi) except as noted above, all other expenses incidental to holding meetings of the Fund's shareholders; (xixii) expenses incurred in connection with the valuation of keeping portfolio securities and the Fund's accounting records including the computation calculation of its net asset value per share and value; (xiii) membership dues in the dividendsInvestment Company Institute or any similar organization; and (xiixiv) such extraordinary non-recurring expenses as may arise, including litigation litigation, affecting the Fund and the any legal obligations for obligation which the Fund may have to indemnify its officers and Trusteestrustees with respect thereto. Any officers or employees of OFI or any entity controlling, controlled by or under common control with OFI who also serve as officers, trustees or employees of the Fund shall not receive any compensation from the Fund for their services.

Allocation of Expenses. The Manager shall(a) With respect to the operation of a Fund, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to responsible for (i) interest and taxesthe Fund’s organizational expenses; (ii) brokerage commissionsproviding the personnel, office space and equipment reasonably necessary to perform its obligations hereunder; (iii) insurance premiumsthe 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) 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”); (iv) compensation the costs of any special Board meetings or shareholder meetings convened for the primary benefit of, and requested by, the Adviser; and (v) 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 shall 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 obligation for payment of its Trustees expenses, other than those affiliated as stated in Section 4(a) above, including but not limited to: fees and expenses (including legal fees) incurred in connection with the Manager or such adviserissuance, administrator or principal underwriter 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 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 benefit of the Fund including all fees and expenses of its custodian, shareholder services agent and accounting services agent; all expenses incurred in connection with borrowings; dividend expenses related to short sales; costs and expenses of pricing and calculating its Trusteesdaily net asset value and of maintaining its books of account required under the 1940 Act; taxes, if any; its portion of expenditures in connection with meetings of the Board that are properly payable by the Fund; its allocable portion of expenditures in connection with meetings of shareholders as determined by the Board; its allocable portion of salaries and expenses of officers of the Trust other than officers and employees of U.S. Bancorp Fund Services, LLC or any duly appointed successor (vthe “Administrator”) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident except the Trust’s Chief Compliance Officer if determined to be appropriate by the issuance of its shares (including issuance on the payment of, or reinvestment of, dividendsBoard); (viii) its allocable portion of fees and expenses incident of members of the Board or members of any advisory board or committee who are not members of, affiliated persons, 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 its benefit, including liability and fidelity bond insurance; the registration under Federal or State securities laws cost of preparing and printing reports, proxy statements, Prospectuses of the Fund or other communications for distribution to existing shareholders; its sharesallocable portion of the Trust’s legal, auditing and accounting fees; (ix) its allocable portion of the Trust’s trade association dues or educational program expenses determined appropriate by the Board; all expenses of preparing, printing maintaining and mailing reports and notices and proxy material to shareholders servicing shareholder accounts of the FundFund maintained with the Trust’s transfer agent, including all charges for transfer, shareholder recordkeeping, distribution disbursing, redemption; (x) and all other expenses incidental to holding meetings charges and costs of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share its operation plus any extraordinary and the dividends; and (xii) such 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 arisevoluntarily or contractually absorb certain Fund expenses. (d) To the extent the Adviser incurs any costs by assuming expenses which are an obligation of a Fund as set forth herein, the Fund shall promptly reimburse the Adviser for such costs and expenses, except to the extent the Adviser has otherwise agreed to bear such expenses. To the extent the services for which a Fund is obligated to pay are performed by the Adviser, the Adviser shall be entitled to recover from such Fund to the extent of the Adviser’s actual costs for providing such services. In determining the Adviser’s actual costs, the Adviser may take into account an allocated portion of the salaries and overhead of personnel performing such services. (e) To the extent that the Adviser pays fees in addition to any Fund distribution or servicing fees to financial intermediaries, including litigation affecting without limitation banks, broker-dealers, financial advisors, or pension administrators, for sub-administration, sub-transfer agency or any other shareholder servicing or distribution services associated with shareholders whose shares are held in omnibus or other group accounts, the Adviser shall report such payments regularly to the Trust on the amounts paid and the relevant financial institutions. (f) The fee payable to the Adviser under this Agreement with respect to a Fund may be reduced to the extent of any receivable owed by the Adviser to the Fund and (provided that such obligation is not subject to a good faith dispute) or as required under any operating expense limitation agreement applicable to the legal obligations for which the Fund may have to indemnify its officers and TrusteesFund.

Allocation of Expenses. The Manager shall(a) With respect to the operation of a Fund, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to responsible for (i) interest and taxesthe Fund’s organizational expenses; (ii) brokerage commissionsproviding the personnel, office space and equipment reasonably necessary to perform its obligations hereunder; (iii) insurance premiumsthe 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) 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”); (iv) compensation the costs of the annual in-person appearance before the Board and any special Board meetings or shareholder meetings convened for the primary benefit of, and requested by, the Adviser; and (v) 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 shall 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 obligation for payment of its Trustees expenses, other than those affiliated as stated in Section 4(a) above, including but not limited to: fees and expenses (including legal fees) incurred in connection with the Manager or such adviserissuance, administrator or principal underwriter 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 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 benefit of the Fund including all fees and expenses of its custodian, shareholder services agent and accounting services agent; all expenses incurred in connection with borrowings; dividend expenses related to short sales; costs and expenses of pricing and calculating its Trusteesdaily net asset value and of maintaining its books of account required under the 1940 Act; taxes, if any; its portion of expenditures in connection with meetings of the Board that are properly payable by the Fund; its allocable portion of expenditures in connection with meetings of shareholders as determined by the Board; its allocable portion of salaries and expenses of officers of the Trust other than officers and employees of U.S. Bancorp Fund Services, LLC or any duly appointed successor (vthe “Administrator”) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident except the Trust’s Chief Compliance Officer if determined to be appropriate by the issuance of its shares (including issuance on the payment of, or reinvestment of, dividendsBoard); (viii) its allocable portion of fees and expenses incident 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 its benefit, including liability and fidelity bond insurance; the registration under Federal or State securities laws cost of preparing and printing reports, proxy statements, Prospectuses of the Fund or other communications for distribution to existing shareholders; its sharesallocable portion of the Trust’s legal, auditing and accounting fees; (ix) its allocable portion of the Trust’s trade association dues or educational program expenses determined appropriate by the Board; all expenses of preparing, printing maintaining and mailing reports and notices and proxy material to shareholders servicing shareholder accounts of the FundFund maintained with the Trust’s transfer agent, including all charges for transfer, shareholder recordkeeping, distribution disbursing, redemption; (x) and all other expenses incidental to holding meetings charges and costs of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share its operation plus any extraordinary and the dividends; and (xii) such 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 arisevoluntarily or contractually absorb certain Fund expenses. (d) To the extent the Adviser incurs any costs by assuming expenses which are an obligation of a Fund as set forth herein, the Fund shall promptly reimburse the Adviser for such costs and expenses, except to the extent the Adviser has otherwise agreed to bear such expenses. To the extent the services for which a Fund is obligated to pay are performed by the Adviser, the Adviser shall be entitled to recover from such Fund to the extent of the Adviser’s actual costs for providing such services. In determining the Adviser’s actual costs, the Adviser may take into account an allocated portion of the salaries and overhead of personnel performing such services. (e) To the extent that the Adviser pays fees in addition to any Fund distribution or servicing fees to financial intermediaries, including litigation affecting without limitation banks, broker-dealers, financial advisors, or pension administrators, for sub-administration, sub-transfer agency or any other shareholder servicing or distribution services associated with shareholders whose shares are held in omnibus or other group accounts, the Adviser shall report such payments regularly to the Trust on the amounts paid and the relevant financial institutions. (f) The fee payable to the Adviser under this Agreement with respect to a Fund may be reduced to the extent of any receivable owed by the Adviser to the Fund and (provided that such obligation is not subject to a good faith dispute) or as required under any operating expense limitation agreement applicable to the legal obligations for which the Fund may have to indemnify its officers and TrusteesFund.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund Trust who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the FundTrust, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trusteesunderwriter; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund Trust or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the FundTrust; (x) all other expenses incidental to holding meetings of the FundTrust's shareholders; and (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund Trust and the legal obligations for which the Fund Trust may have to indemnify its officers and Trustees.

Allocation of Expenses. The Manager shallexpenses of the Funds and the expenses of IICO in performing its functions under this Agreement shall be divided into two classes, at its own expense, provide office space, facilities, equipmentto wit: (i) those expenses which will be paid in full by IICO as set forth in subparagraph “A” hereof, and personnel for (ii) those expenses which will be paid in full by the performance Funds, as set forth in subparagraph “B” hereof. A. With respect to the duties of its functions hereunder and IICO under Section II above, it shall pay in full, 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 compensation of Trustees, officers, and employees of 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. IICO shall compensate each of the Fund Funds’ Sub-Advisers, if any. In addition, IICO shall pay the fees and expenses of all trustees of the Trust who are employees of IICO or an affiliated corporation and the salaries and employment benefits of all officers of the Trust who are affiliated persons of IICO. B. The Funds shall pay in full for all of their expenses which are not listed above (other than those assumed , if any, by IICO or one of its affiliates in its capacity as Accounting and Administrative Services Agent for the Manager. The Fund agrees to bear Funds), including (a) the costs of preparing and setting in type its prospectuses, statements of additional information printing prospectuses and reports to its shareholdersshareholders of the Funds, and including mailing costs; (b) the costs of printing or otherwise producing all proxy statements and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All all other costs and expenses not expressly assumed by of meetings of shareholders of the Manager under this sub-section or Funds (unless the Trust and IICO shall otherwise by the Manageragree); (c) interest, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundtaxes, includingbrokerage 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 limited to (i) interest and taxesof attorneys who are employees of IICO or an affiliated company; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter fees and expenses of all its Trusteestrustees not affiliated with IICO, or any of its affiliates; (v) legal and audit expenses; (vif) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viig) expenses incident to fees payable by the issuance Funds under the Securities Act of its shares (including issuance on 1933, the payment ofInvestment Company Act of 1940, and the securities or reinvestment of, dividends)“Blue-Sky” laws of any jurisdiction; (viiih) fees and expenses incident to the registration under Federal or State securities laws assessments of the Fund Investment Company Institute or its sharesany successor organization; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting the Fund Funds, and any indemnification by the legal obligations Trust of its officers, trustees, employees and agents with respect thereto; and (j) the costs and expenses provided for which in any Accounting and Administrative Services Agreement, including amendments thereto, contemplated by subsection C of this Section III. In the Fund event that any of the foregoing shall, in the first instance, be paid by IICO, the Funds shall pay the same to IICO on presentation of a statement with respect thereto. C. IICO, or an affiliate of IICO, may have to indemnify its officers also act as (i) administrator of the Funds and/or as (ii) accounting services agent of the Funds if at the time in question there is a separate agreement, “Accounting and TrusteesAdministrative Services Agreement ” covering such functions between the Funds and IICO, or such affiliate.

Allocation of Expenses. The Manager shallexpenses of the Funds and the expenses of IICO in performing its functions under this Agreement shall be divided into two classes, at its own expense, provide office space, facilities, equipmentto wit: (i) those expenses which will be paid in full by IICO as set forth in subparagraph “A” hereof, and personnel for (ii) those expenses which will be paid in full by the performance Funds, as set forth in subparagraph “B” hereof. A. With respect to the duties of its functions hereunder and IICO under Section II above, it shall pay in full, 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 compensation of Trustees, officers, and employees of 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. IICO shall compensate each of the Fund Funds’ Sub-Advisers, if any. In addition, IICO shall pay the fees and expenses of all trustees of the Trust who are employees of IICO or an affiliated corporation and the salaries and employment benefits of all officers of the Trust who are affiliated persons of IICO. B. The Funds shall pay in full for all of their expenses which are not listed above (other than those assumed by IICO or one of its affiliates in its capacity as principal underwriter of the Manager. The Fund agrees to bear shares of the Funds, as Shareholder Servicing Agent or as Accounting Services Agent for the Funds), including (a) the costs of preparing and setting in type its prospectuses, statements of additional information printing prospectuses and reports to its shareholdersshareholders of the Funds, and including mailing costs; (b) the costs of printing or otherwise producing all proxy statements and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All all other costs and expenses not expressly assumed by of meetings of shareholders of the Manager under this sub-section or Funds (unless the Trust and IICO shall otherwise by the Manageragree); (c) interest, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundtaxes, includingbrokerage 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 limited to (i) interest and taxesof attorneys who are employees of IICO or an affiliated company; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter fees and expenses of all its Trusteestrustees not affiliated with Ivy Funds Distributor, Inc.; (v) legal and audit expenses; (vif) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viig) expenses incident to fees payable by the issuance Funds under the Securities Act of its shares (including issuance on 1933, the payment ofInvestment Company Act of 1940, and the securities or reinvestment of, dividends)“Blue-Sky” laws of any jurisdiction; (viiih) fees and expenses incident to the registration under Federal or State securities laws assessments of the Fund Investment Company Institute or its sharesany successor organization; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting the Fund Funds, and any indemnification by the legal obligations Trust of its officers, trustees, employees and agents with respect thereto; (j) the costs and expenses provided for which in any Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of this Section III. In the Fund event that any of the foregoing shall, in the first instance, be paid by IICO, the Funds shall pay the same to IICO on presentation of a statement with respect thereto. C. IICO, or an affiliate of IICO, may have to indemnify its officers also act as (i) transfer agent or shareholder servicing agent of the Funds and/or as (ii) accounting services agent of the Funds if at the time in question there is a separate agreement, “Shareholder Servicing Agreement” and/or “Accounting Services Agreement,” covering such functions between the Funds and TrusteesIICO, or such affiliate.

Allocation of Expenses. The Manager shall▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ agrees that it will furnish the Fund, at its own expense, provide all office space, space and facilities, equipment, equipment and clerical personnel necessary for carrying out its duties under this Agreement. ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ agrees that it will supply to the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees Administrator of the Fund who are affiliated persons all necessary financial information in connection with the Administrator's duties under any agreement between the Administrator and the Fund on behalf of the ManagerFund. The Fund agrees All costs and expenses associated with any administrative functions delegated by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to bear the costs of preparing and setting in type its prospectuses, statements of additional information and reports Administrator that are not pursuant to its shareholders, any agreement between the Administrator and the costs of printing Fund or otherwise producing ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholdersthe Fund will be paid by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇. All other costs and expenses not expressly assumed by the Manager ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ under this sub-section Agreement or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Administrator under the Administration Agreement between it and the Fund on behalf of the Fund shall be paid by the Fund from the assets of the Fund, including, but not limited to (i) fees paid to ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ and the Administrator; (ii) interest and taxes; (iiiii) brokerage commissions; (iiiiv) insurance premiums; (ivv) compensation and expenses of its Trustees the trustees other than those affiliated with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ or the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesAdministrator; (vvi) legal legal, accounting and audit expenses; (vivii) custodian fees and expenses of any transfer agent, distributor, registrar, dividend disbursing agent or shareholder servicing agent, fees and expensesagent of the Fund; (viiviii) expenses expenses, including clerical expenses, incident to the issuance issuance, redemption or repurchase of its shares (of the Fund, including issuance on the payment of, or reinvestment of, dividends); (viiiix) fees and expenses incident to the registration under Federal or State state securities laws of the Fund or its shares; (ixx) expenses of preparing, setting in type, printing and mailing prospectuses, statements of additional information, reports and notices and proxy material to shareholders of the Fund; (xxi) all other expenses incidental to holding meetings of the Fund's trustees and shareholders; (xixii) expenses connected with the execution, recording and settlement of portfolio securities transactions; (xiii) fees and expenses of the Fund's custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; (xiv) expenses of keeping the Fund's accounting records including the computation of calculating net asset value per share and of the dividendsshares of the Fund; (xv) industry membership fees allocable to the Fund; and (xiixvi) such non-recurring extraordinary expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its the officers and Trusteesdirectors with respect thereto.

Allocation of Expenses. The Manager shallDuring the term of this Agreement, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall Adviser will pay all compensation expenses incurred by it in connection with its activities under this Agreement, except such expenses as are assumed by the Trust under this Agreement and such expenses as are assumed by a sub-adviser under its sub-advisory agreement. The Adviser further agrees to pay all fees payable to the sub-advisers, executive salaries and expenses of Trustees, officers, and the Trustees of the Trust who are employees of the Fund who are affiliated persons Adviser or its affiliates, and office rent of the ManagerTrust. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Trust shall be paid by responsible for all of the Fundother expenses of its operations, including, but not limited to without limitation: (i) interest distribution and taxesservice fees payable pursuant to a Rule 12b-1 plan, if any; (ii) brokerage commissionssalaries and other compensation or expenses, including travel expenses, of any of a Fund’s executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of the Adviser or its subsidiaries or affiliates; (iii) insurance premiumstaxes and governmental fees, if any, levied against a Fund; (iv) compensation of its Trustees brokerage fees and commissions, and other than those affiliated with the Manager portfolio transaction expenses incurred by or such adviser, administrator or principal underwriter and expenses of all its Trusteesfor a Fund; (v) legal and audit expenses of a Fund’s securities lending (if any), including any securities lending agent fees, as governed by a separate securities lending agreement; costs, including interest expenses, of borrowing money or engaging in other types of leverage financing; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expensesexpenses of any underlying funds or other pooled vehicles in which a Fund invests; (vii) dividend and interest expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends)short positions taken by a Fund; (viii) fees and expenses, including travel expenses, and fees and expenses incident to the registration under Federal of legal counsel retained for their benefit, of Trustees who are not officers, employees, partners, shareholders or State securities laws members of the Fund Adviser or its sharessubsidiaries or affiliates; (ix) extraordinary expenses, including extraordinary legal expenses, as may arise, including, without limitation, expenses incurred in connection with litigation, proceedings, other claims, contractual arrangements with third parties and the legal obligations of preparinga Fund to indemnify its Trustees, printing officers, employees, shareholders, distributors, and mailing reports and notices and proxy material to shareholders of the Fundagents with respect thereto; (x) all fees and expenses, including legal, printing and mailing, solicitation and other fees and expenses incidental associated with and incident to holding shareholder meetings of the Fund's shareholdersand proxy solicitations involving shareholder proposals or other non-routine matters that are not initiated or proposed by Fund management; (xi) organizational and offering expenses of keeping a Fund, including registration (including Share registration fees), legal, marketing, printing, accounting and other expenses, associated with organizing a Fund in its state of jurisdiction and in connection with the initial registration of a Fund under the 1940 Act and the initial registration of its shares under the Securities Act (i.e., through the effectiveness of the Fund's accounting records including ’s initial registration statement on Form N-1A); (xii) fees and expenses associated with seeking, applying for and obtaining formal exemptive, no-action and/or other relief from the computation of net asset value per share and the dividendsSEC; and (xiixiii) such non-recurring expenses of a Fund which are capitalized in accordance with generally accepted accounting principles. Any officer or employee of the Adviser or of any entity controlling, controlled by or under common control with the Adviser, who may also serve as may ariseofficers, including litigation affecting trustees or employees of the Fund and Trust shall not receive any compensation from the legal obligations Trust for which the Fund may have to indemnify its officers and Trusteestheir services.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all of its Trustees; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund Business Trust may have to indemnify its officers and Trustees.

Allocation of Expenses. The Manager shallexpenses of the Funds and the expenses of IICO in performing its functions under this Agreement shall be divided into two classes, at its own expense, provide office space, facilities, equipmentto wit: (i) those expenses which will be paid in full by IICO as set forth in subparagraph "A" hereof, and personnel for (ii) those expenses which will be paid in full by the performance Funds, as set forth in subparagraph "B" hereof. A. With respect to the duties of its functions hereunder and IICO under Section II above, it shall pay in full, 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 compensation of Trustees, officers, and employees of 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. IICO shall compensate each of the Fund Funds' Sub-Advisers, if any. In addition, IICO shall pay the fees and expenses of all trustees of the Trust who are employees of IICO or an affiliated corporation and the salaries and employment benefits of all officers of the Trust who are affiliated persons of IICO. B. The Funds shall pay in full for all of their expenses which are not listed above (other than those assumed by IICO or one of its affiliates in its capacity as principal underwriter of the Manager. The Fund agrees to bear shares of the Funds, as Shareholder Servicing Agent or as Accounting Services Agent for the Funds), including (a) the costs of preparing and setting in type its prospectuses, statements of additional information printing prospectuses and reports to its shareholdersshareholders of the Funds, and including mailing costs; (b) the costs of printing or otherwise producing all proxy statements and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All all other costs and expenses not expressly assumed by of meetings of shareholders of the Manager under this sub-section or Funds (unless the Trust and IICO shall otherwise by the Manageragree); (c) interest, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundtaxes, includingbrokerage 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 limited to (i) interest and taxesof attorneys who are employees of IICO or an affiliated company; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter fees and expenses of all its Trusteestrustees not affiliated with Ivy Funds Distributor, Inc.; (v) legal and audit expenses; (vif) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viig) expenses incident to fees payable by the issuance Funds under the Securities Act of its shares (including issuance on 1933, the payment ofInvestment Company Act of 1940, and the securities or reinvestment of, dividends)"Blue-Sky" laws of any jurisdiction; (viiih) fees and expenses incident to the registration under Federal or State securities laws assessments of the Fund Investment Company Institute or its sharesany successor organization; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting the Fund Funds, and any indemnification by the legal obligations Trust of its officers, trustees, employees and agents with respect thereto; (j) the costs and expenses provided for which in any Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of this Section III. In the Fund event that any of the foregoing shall, in the first instance, be paid by IICO, the Funds shall pay the same to IICO on presentation of a statement with respect thereto. C. IICO, or an affiliate of IICO, may have to indemnify its officers also act as (i) transfer agent or shareholder servicing agent of the Funds and/or as (ii) accounting services agent of the Funds if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between the Funds and TrusteesIICO, or such affiliate.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 of the Fund not expressly assumed by the Manager Adviser under this sub-section or otherwise by the ManagerAgreement, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to: (a) all costs and expenses directly related to investment transactions and positions for the Fund's account, including, but not limited to, brokerage commissions, research fees, reasonable out of pocket expenses incurred in monitoring and evaluating private investment funds in which the Fund invests (i"Underlying Funds") and the managers of such funds, interest and taxescommitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased, custodial fees, margin fees, transfer taxes and premiums and taxes withheld on non-U.S. dividends; (iib) brokerage commissionsall costs and expenses associated with the operation and registration of the Fund, offering costs and the costs of compliance with any applicable Federal and state laws; (iiic) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter costs and expenses of all its Trusteesholding meetings of the Board and any meetings of Investors, including costs associated with the preparation and dissemination of proxy materials; (vd) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, the fees and expenses; (vii) expenses incident disbursements of Fund counsel, legal counsel to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws Managers of the Fund, if any, who are not "interested persons" as defined by the Investment Company Act and the rules thereunder, independent auditors for the Fund or its shares; (ix) expenses of preparing, printing and mailing reports other consultants and notices and proxy material to shareholders professionals engaged on behalf of the Fund; (xe) the Management Fee (as defined below); (f) the fees payable to fund accounting agents, transfer agents, custodians and other persons providing administrative services to the Fund; (g) the costs of a fidelity bond and any liability insurance obtained on behalf of the Fund and/or the Board; (h) all costs and expenses of preparing, setting in type, printing and distributing reports and other communications to Investors; (i) any entity-level taxes; and (j) such other expenses incidental to holding meetings as may be approved by the Board. The Fund is also responsible for paying its ratable share of the fees and expenses of the Underlying Funds. Any officers or employees of the Adviser (or any entity controlling, controlled by, or under common control with the Adviser) who may also serve as officers, Managers or employees of the Fund shall not receive any compensation from the Fund for their services, provided, however, that notwithstanding the foregoing, the Fund may pay compensation to, and expenses of, the Fund's shareholders; chief compliance officer to the extent that the Board expressly so authorizes, regardless of whether such officer is also an officer or employee of the Adviser (xi) expenses of keeping or any entity controlling, controlled by, or under common control with the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and TrusteesAdviser).

Allocation of Expenses. The Manager shallAdvisor agrees that it will furnish the Trust, at its own the Advisor's expense, provide with all office space, space and facilities, equipment, and equipment and clerical personnel necessary for the performance of carrying out its functions hereunder and shall duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers, officers and employees of the Fund Trust who are affiliated persons of the Manager. The Fund 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 shareholdersAdvisor. All operating costs and expenses relating to the Fund not expressly assumed by the Manager Advisor under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Agreement shall be paid by the Trust from the assets of the Fund, as applicable, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its the Trust's Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesAdvisor; (v) legal and audit expenses; (vi) custodian fees and transfer agentexpenses of the Trust's custodian, or shareholder servicing or transfer agent and accounting services agent, fees and expenses; (vii) expenses incident to the issuance of its shares (the Fund's shares, including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Trust or the shares of the Fund or its sharesand the cost of notice filings under state securities laws; (ix) expenses of preparing, printing and mailing reports and notices and proxy material materials to shareholders of the Fund; (x) all other expenses incidental incident to holding meetings of the Fund's shareholders; (xi) expenses dues or assessments of keeping or contributions to the Fund's accounting records including the computation of net asset value per share and the dividendsInvestment Company Institute or any successor; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund Trust and the legal obligations for which the Fund Trust may have to indemnify its officers and TrusteesTrustees with respect thereto; and (xiii) all expenses which the Trust or the Fund agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Fund pursuant to Rule 12b-1 under the 1940 Act.

Allocation of Expenses. The Manager shallexpenses of the Funds and the expenses of IICO in performing its functions under this Agreement shall be divided into two classes, at its own expense, provide office space, facilities, equipmentto wit: (i) those expenses which will be paid in full by IICO as set forth in subparagraph "A" hereof, and personnel for (ii) those expenses which will be paid in full by the performance Funds, as set forth in subparagraph "B" hereof. A. With respect to the duties of its functions hereunder and IICO under Section II above, it shall pay in full, 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 compensation of Trustees, officers, and employees of 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 Fund fees and expenses of all trustees of the Funds who are affiliated with IICO or an affiliated corporation and the salaries and employment benefits of all officers of the Funds who are affiliated persons of IICO. B. The Funds shall pay in full for all of their expenses which are not listed above (other than those assumed by IICO or one of its affiliates in its capacity as principal underwriter of the Manager. The Fund agrees to bear shares of the Funds, as Shareholder Servicing Agent or as Accounting Services Agent for the Funds), including (a) the costs of preparing and setting in type its prospectuses, statements of additional information printing prospectuses and reports to its shareholdersshareholders of the Funds, and including mailing costs; (b) the costs of printing or otherwise producing all proxy statements and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All all other costs and expenses not expressly assumed by of meetings of shareholders of the Manager under this sub-section or Funds (unless the Funds and IICO shall otherwise by the Manageragree); (c) interest, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundtaxes, includingbrokerage 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 limited to (i) interest and taxesof attorneys who are employees of IICO or an affiliated company; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter fees and expenses of all its Trusteestrustees not affiliated with Ivy Funds Distributor, Inc.; (v) legal and audit expenses; (vif) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viig) expenses incident to fees payable by the issuance Funds under the Securities Act of its shares (including issuance on 1933, the payment ofInvestment Company Act of 1940, and the securities or reinvestment of, dividends)"Blue-Sky" laws of any jurisdiction; (viiih) fees and expenses incident to the registration under Federal or State securities laws assessments of the Fund Investment Company Institute or its sharesany successor organization; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting the Fund Funds, and any indemnification by the Funds of its officers, trustees, employees and agents with respect thereto; (j) the costs and expenses 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 shall, in the first instance, be paid by IICO, the Funds 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 the Funds and/or as (ii) accounting services agent of the Funds if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between the Funds and IICO, or such affiliate. The entity, whether IICO, or its affiliate, which is the party to either such Agreement with the Funds 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 the Funds and the legal obligations Agent may be entered into, only if the terms of such Agreement, such amendment or such new agreement have been approved by the Board of Trustees of the Funds, including the vote of a majority of the trustees who are not "interested persons" as defined in the Investment Company Act of 1940, 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 "independent 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 Fund date of its execution and from year to year thereafter only if such continuance is specifically approved at least annually by a independent trustee vote, and that any independent trustee vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Funds 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 Funds; (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 have to indemnify its officers also provide in substance that any independent trustee 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 Funds. Any such Agreement shall also provide in substance that it may be terminated by the Agent at any time without penalty upon giving the Funds one hundred twenty (120) days' written notice (which notice may be waived by the Funds) and Trusteesmay be terminated by the Funds 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 Funds shall be directed or approved by the vote of a majority of the Board of Trustees 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 Funds.

Allocation of Expenses. During the period of this Agreement, the Company shall pay or cause to be paid all expenses, costs and fees incurred by the Company which are not assumed by the Distributor or Piper Capital Management Incorporated (the "Adviser"). The Manager shallDistributor agrees to provide, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation costs which it incurs in connection with, ongoing servicing and/or maintenance of Trusteesshareholder accounts with respect to each Fund (such costs are referred to as "Shareholder Servicing Costs"). Shareholder Servicing Costs include, officersbut are not limited to, an allocation of the Distributor's overhead and payments made to persons, including employees of the Distributor, who respond to inquiries of shareholders regarding their ownership of Fund shares or their accounts with a Fund, or who provide other administrative services not otherwise required to be provided by the applicable Fund's investment adviser or transfer agent. The Distributor shall also pay all costs of distributing the shares of each Fund ("Distribution Expenses"). Distribution Expenses include, but are affiliated persons not limited to, initial and ongoing sales compensation (in addition to sales loads) paid to investment executives of the ManagerDistributor and to other broker-dealers in respect of sales of shares of a Fund and other advertising and promotional expenses in connection with the distribution of shares of a Fund. The Fund agrees to bear the These advertising and promotional expenses include, by way of example and not by way of limitation, costs of preparing printing and setting in type its mailing prospectuses, statements of additional information and shareholder reports to its shareholdersprospective investors; expenses of preparation and distribution of sales literature; expenses of advertising of any type; an allocation of the Distributor's overhead and other expenses related to the distribution of shares of a Fund; interest expenses incurred in connection with financing the distribution of Class B shares; and payments to, and expenses of, officers, employees or representatives of the costs Distributor, of printing other broker-dealers, banks or otherwise producing other financial institutions, and distributing those copies of such prospectusesany other persons who provide support services in connection with the distribution of shares of a Fund, statements of additional information including travel, entertainment and reports as are sent telephone expenses. The Adviser, rather than the Distributor, may bear the expenses referred to its shareholders. All costs and expenses not expressly assumed by in this section, but the Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Distributor shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or liable for such adviser, administrator or principal underwriter and expenses of all its Trustees; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trusteesuntil paid.

Allocation of Expenses. The Manager During the term of this Agreement, PIMCO will pay all expenses incurred by it in connection with its obligations under this Agreement with respect to the Company, except such expenses as are assumed by the Company or the Parent Fund, on behalf of the Company, under this Agreement. PIMCO may also, in its sole discretion, bear any expenses that would otherwise be borne by the Company or the Parent Fund, on behalf of the Company, under this Agreement. PIMCO assumes and shall pay for maintaining its staff and personnel and shall, at its own expenseexpense provide the equipment, provide office space, facilitiesoffice supplies, equipmentincluding stationary, and personnel for the performance of facilities necessary to perform its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager obligations under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the FundAgreement, including, but not limited to, communications facilities, computer systems and applications, internet access, and a web servicing platform and internet website. In addition, PIMCO shall bear the following expenses under this Agreement with respect to the Company: (ia) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses Expenses of all its Trustees; audits by the Company’s independent public accountants; (vb) legal and audit expenses; (vi) custodian and Expenses of the Company’s transfer agent, or shareholder servicing registrar, dividend disbursing agent and recordkeeping agent, fees and expenses; if any; (viic) expenses Expenses of the Company’s custodial services, including any recordkeeping services provided by the custodian; (d) Expenses of obtaining quotations for calculating the value of the Company’s net assets; (e) Expenses of maintaining the Company’s tax records; (f) Costs and/or fees, including legal fees, incident to the issuance filing of reports with regulatory bodies and the maintenance of the Company’s existence and qualification to do business; (g) The Company’s ordinary legal fees, including the legal fees that arise in the ordinary course of business for a Delaware limited liability company; and (h) The Company’s insurance premiums. Except as otherwise agreed in writing, the Company shall bear the following expenses: (a) Salaries and other compensation or expenses, including travel expenses, of any of the Company’s executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of PIMCO or its shares subsidiaries or affiliates; (including issuance on b) Taxes and governmental fees, if any, levied against the payment ofCompany; (c) Brokerage fees and commissions, and other portfolio transaction expenses incurred by or reinvestment offor the Company (including, dividends); without limitation, (viiii) fees and expenses incident of outside legal counsel or third party service providers, agents, operating partners, insurers or third party consultants retained in connection with insuring, reviewing, negotiating and structuring, acquiring, disposing of and/or terminating specialized loans and other investments made by the Company, (ii) any costs associated with originating loans, asset securitizations, alternative lending-related strategies, and (iii) so-called “broken-deal costs” (e.g., fees, costs, expenses and liabilities, including, for example, due diligence-related fees, costs, expenses and liabilities, with respect to unconsummated investments). For these purposes, it is understood that “portfolio transaction expenses” shall be interpreted broadly to include, by way of example and without limitation, any expenses relating to the registration under Federal Company’s investments in commercial and residential real estate, including land, for-sale and for-rent housing, office, hotel, retail and industrial investments, and/or any other expenses incurred by a direct or State securities laws indirect portfolio investment of the Fund Company, such as expenses paid directly by a portfolio investment and other expenses that are capitalized or otherwise embedded into the cost basis of a portfolio investment, subject to specific or general authorization by the Parent Fund; (d) Expenses of the Company’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 types of leverage financing including, without limitation, through the use by the Company of reverse repurchase agreements, dollar rolls/buy backs, bank borrowings, credit facilities and tender option bonds; (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 Company and other related requirements in the Company’s organizational documents) associated with the Company’s issuance, offering, redemption and maintenance of preferred shares, commercial paper or other instruments (such as the use of reverse repurchase agreements, dollar rolls / buy backs, bank borrowings, credit facilities and tender option bonds) for the purpose of incurring leverage; (g) Fees and expenses of any underlying funds or other pooled vehicles in which the Company invests (except as otherwise agreed to between PIMCO and any such fund or vehicle); (h) Dividend and interest expenses on short positions taken by the Company; (i) Fees and expenses, including travel expenses, and fees and expenses of legal counsel retained for their benefit, of Trustees/Directors of the Company who are not officers, employees, partners, shareholders or members of PIMCO or its shares; subsidiaries or affiliates; (ixj) expenses of preparingExtraordinary expenses, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses extraordinary legal expenses, as may arise, including litigation affecting the Fund including, without limitation, expenses incurred in connection with litigation, proceedings, other claims, and the legal obligations for which of the Fund may have Company to indemnify its officers directors, officers, employees, shareholders, distributors, and Trusteesagents with respect thereto; (k) Organizational and offering expenses of the Company; and (l) Expenses of the Company which are capitalized in accordance with generally accepted accounting principles. Without limiting the generality or scope of the foregoing, it is understood that the Company may bear expenses under this Section 8 either directly or indirectly through contracts or arrangements with PIMCO or an affiliated or unaffiliated third party.

Allocation of Expenses. The Manager shall(a) In addition to the fee described in Section 2 hereof, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and Fund shall pay all compensation its costs and expenses, including its allocated share of TrusteesTrust expenses, officerswhich are not assumed by the Adviser. These Fund expenses include, by way of example, but not by way of limitation, taxes, interest, brokerage fees and commissions, and fees, costs and expenses associated with the following other matters and services: registration and qualification of the Trust, the Fund and their shares with the Securities and Exchange Commission and the various states; services of custodians, transfer agents, dividend disbursing agents, accounting services agents, shareholder services agents, independent auditors and outside legal counsel; maintenance of corporate existence; preparation, printing and distribution of prospectuses to existing Fund shareholders; services of Trustees who are not employees of the Fund who are affiliated persons Adviser or of the Manager. The principal underwriter of the Fund's shares (the "Distributor") or any of their affiliates; Trustees' and shareholders' meetings, including the printing and mailing of proxy materials; insurance premiums for fidelity and other coverage; issuance and sale of Fund agrees shares (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 extent not expressly assumed borne by the Manager Distributor under this sub-section its agreement or otherwise by agreements with the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by Trust); redemption of Fund shares; printing and mailing of stock certificates representing shares of the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissionsassociation membership dues; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trustees; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparingpreparation, printing and mailing reports of shareholder reports; and notices portfolio pricing services, if any. (b) The Adviser or the Distributor shall bear all advertising and proxy material to shareholders of promotional expenses in connection with the Fund; (x) all other expenses incidental to holding meetings distribution of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may ariseshares, including litigation affecting paying for prospectuses, shareholder reports and sales literature for new or prospective shareholders. The Fund shall not use any of its assets to finance costs incurred in connection with the Fund and distribution of its shares except pursuant to a plan of distribution, if any, adopted pursuant to Rule 12b-1 under the legal obligations for which the Fund may have to indemnify its officers and Trustees1940 Act.

Allocation of Expenses. The Manager shallDuring the term of this Agreement, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall Adviser will pay all compensation expenses incurred by it in connection with its activities under this Agreement, except such expenses as are assumed by the Trust under this Agreement and such expenses as are assumed by a sub-adviser under its sub-advisory agreement. The Adviser further agrees to pay all fees payable to the sub-advisers, executive salaries and expenses of Trustees, officers, and the Trustees of the Trust who are employees of the Fund who are affiliated persons Adviser or its affiliates, and office rent of the ManagerTrust. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Trust shall be paid by responsible for all of the Fundother expenses of its operations, including, but not limited to without limitation: (i) interest distribution and taxesservice fees payable pursuant to a Rule 12b-1 plan, if any; (ii) brokerage commissionssalaries and other compensation or expenses, including travel expenses, of any of a Fund’s executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of the Adviser or its subsidiaries or affiliates; (iii) insurance premiumstaxes and governmental fees, if any, levied against a Fund; (iv) compensation of its Trustees brokerage fees and commissions, and other than those affiliated with the Manager portfolio transaction expenses incurred by or such adviser, administrator or principal underwriter and expenses of all its Trusteesfor a Fund; (v) legal and audit expenses of a Fund’s securities lending (if any), including any securities lending agent fees, as governed by a separate securities lending agreement; costs, including interest expenses, of borrowing money or engaging in other types of leverage financing; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expensesexpenses of any underlying funds or other pooled vehicles in which a Fund invests; (vii) dividend and interest expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends)short positions taken by a Fund; (viii) fees and expenses, including travel expenses, and fees and expenses incident to the registration under Federal of legal counsel retained for their benefit, of Trustees who are not officers, employees, partners, shareholders or State securities laws members of the Fund Adviser or its sharessubsidiaries or affiliates; (ix) extraordinary expenses, including extraordinary legal expenses, as may arise, including, without limitation, expenses incurred in connection with litigation, proceedings, other claims, contractual arrangements with third parties and the legal obligations of preparinga Fund to indemnify its Trustees, printing officers, employees, shareholders, distributors, and mailing reports and notices and proxy material to shareholders of the Fundagents with respect thereto; (x) all fees and expenses, including legal, printing and mailing, solicitation and other fees and expenses incidental to holding associated with, and incident to, shareholder meetings of the Fund's shareholdersand proxy solicitations involving shareholder proposals or other non-routine matters that are not initiated or proposed by Fund management; (xi) organizational and offering expenses of keeping a Fund, including registration (including Share registration fees), legal, marketing, printing, accounting and other expenses, associated with organizing a Fund in its state of jurisdiction and in connection with the initial registration of a Fund under the 1940 Act and the initial registration of its shares under the Securities Act (i.e., through the effectiveness of the Fund's accounting records including ’s initial registration statement on Form N-1A); (xii) fees and expenses associated with seeking, applying for and obtaining formal exemptive, no-action and/or other relief from the computation of net asset value per share and the dividendsSEC; and (xiixiii) such non-recurring expenses of a Fund which are capitalized in accordance with generally accepted accounting principles. Any officer or employee of the Adviser or of any entity controlling, controlled by or under common control with the Adviser, who may also serve as may ariseofficers, including litigation affecting trustees or employees of the Fund and Trust shall not receive any compensation from the legal obligations Trust for which the Fund may have to indemnify its officers and Trusteestheir services.

Allocation of Expenses. The Manager shallAdviser agrees that it will furnish each Fund, at its own expense, provide all office space, space and facilities, equipment, equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser agrees that it will supply to any administrator (the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees "Administrator") of the Fund who are affiliated persons Funds all necessary financial information in connection with the Administrator's duties under any agreement between the Administrator and the Trust on behalf of the Manager. The Fund 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 shareholdersFunds. All costs and expenses associated with any administrative functions delegated by the Adviser to the Administrator that are not pursuant to any agreement between the Administrator and a Fund or the Adviser and a Fund will be paid by the Adviser. All other costs and expenses not expressly assumed by the Manager Adviser under this sub-section Agreement or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Administrator under the administration agreement between it and the Trust on behalf of a Fund shall be paid by the Fund from the assets of the Fund, including, but not limited to (i) fees paid to the Adviser and the Administrator; (ii) interest and taxes; (iiiii) brokerage commissions; (iiiiv) insurance premiums; (ivv) compensation and expenses of its Trustees the directors other than those affiliated with the Manager adviser or such adviser, administrator or principal underwriter and expenses of all its Trusteesthe administrator; (vvi) legal legal, accounting and audit expenses; (vivii) custodian fees and expenses of any transfer agent, distributor, registrar, dividend disbursing agent or shareholder servicing agent, fees and expensesagent of the Fund; (viiviii) expenses expenses, including clerical expenses, incident to the issuance issuance, redemption or repurchase of its shares (of the Fund, including issuance on the payment of, or reinvestment of, dividends); (viiiix) fees and expenses incident to the registration under Federal or State state securities laws of the Fund or its shares; (ixx) expenses of preparing, setting in type, printing and mailing prospectuses, statements of additional information, reports and notices and proxy material to shareholders of the Fund; (xxi) all other expenses incidental to holding meetings of the Fund's shareholders; (xixii) expenses connected with the execution, recording and settlement of portfolio securities transactions; (xiii) fees and expenses of the Fund's custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; (xiv) expenses of keeping the Fund's accounting records including the computation of calculating net asset value per share and of the dividendsshares of the Fund; (xv) industry membership fees allocable to the Fund; and (xiixvi) such non-recurring extraordinary expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its the officers and Trusteestrustees with respect thereto.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 of the Fund not expressly assumed by the Manager BACAP under this sub-section or otherwise by the ManagerAgreement, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to: (a) all costs and expenses directly related to investment transactions and positions for the Fund's account, including, but not limited to, brokerage commissions, research fees, reasonable out of pocket expenses incurred in monitoring and evaluating private investment funds in which the Fund invests (i"Underlying Funds") and the managers of such funds, interest and taxescommitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased, custodial fees, margin fees, transfer taxes and premiums and taxes withheld on non-U.S. dividends; (iib) brokerage commissionsall costs and expenses associated with the operation and registration of the Fund, offering costs and the costs of compliance with any applicable Federal and state laws; (iiic) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter costs and expenses of all its Trusteesholding meetings of the Board and any meetings of Investors, including costs associated with the preparation and dissemination of proxy materials; (vd) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, the fees and expenses; (vii) expenses incident disbursements of Fund counsel, legal counsel to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws Managers of the Fund, if any, who are not "interested persons" as defined by the Investment Company Act and the rules thereunder, independent auditors for the Fund or its shares; (ix) expenses of preparing, printing and mailing reports other consultants and notices and proxy material to shareholders professionals engaged on behalf of the Fund; (xe) the Management Fee (as defined below); (f) the fees payable to fund accounting agents, transfer agents, custodians and other persons providing administrative services to the Fund; (g) the costs of a fidelity bond and any liability insurance obtained on behalf of the Fund and/or the Board; (h) all costs and expenses of preparing, setting in type, printing and distributing reports and other expenses incidental communications to holding meetings of the Fund's shareholdersInvestors; (xii) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividendsany entity-level taxes; and (xiij) such non-recurring other expenses as may arisebe approved by the Board. The Fund is also responsible for paying its ratable share of the fees and expenses of the Underlying Funds. Any officers or employees of BACAP (or any entity controlling, including litigation affecting controlled by, or under common control with BACAP) who may also serve as officers, Managers or employees of the Fund and the legal obligations for which shall not receive any compensation from the Fund may have to indemnify its officers and Trusteesfor their services.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, All other costs and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees expenses of the Fund who are affiliated persons of the Manager. The Fund 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 Manager OFI GLOBAL under this sub-section Agreement, or otherwise to be paid by the ManagerDistributor of the shares of the Fund, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to to: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiumspremiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its Trustees trustees other than those associated or affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesOFI GLOBAL; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares (against payment therefor by or on behalf of the subscribers thereto including issuance on without limitation the payment of, or reinvestment of, dividends)cost of share certificates; (viiiix) fees and expenses expenses, other than as hereinabove provided, incident to the registration under Federal or State law of shares of the Fund for public sale and for qualifying additional shares of the Fund for sale under the securities laws of the Fund or its sharesvarious states after the initial registration of the Fund’s shares in such states; (ixx) expenses of preparing, printing and mailing reports and reports, notices and proxy material materials to shareholders of the Fund; (xxi) except as noted above, all other expenses incidental to holding meetings of the Fund's ’s shareholders; (xixii) expenses incurred in connection with the valuation of keeping portfolio securities and the Fund's accounting records including the computation calculation of its net asset value per share and value; (xiii) membership dues in the dividendsInvestment Company Institute or any similar organization; and (xiixiv) such extraordinary non-recurring expenses as may arise, including litigation litigation, affecting the Fund and the any legal obligations for obligation which the Fund may have (on behalf of the Fund) to indemnify its officers and Trusteestrustees with respect thereto. Any officers or employees of OFI GLOBAL or any entity controlling, controlled by or under common control with OFI GLOBAL who also serve as officers, trustees or employees of the Fund shall not receive any compensation from the Fund for their services.

Allocation of Expenses. The Manager shallAdviser agrees that it will furnish each Fund, at its own expense, provide all office space, space and facilities, equipment, equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser agrees that it will supply to any administrator (the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees "Administrator") of the Fund who are affiliated persons Funds all necessary financial information in connection with the Administrator's duties under any agreement between the Administrator and the Trust on behalf of the Manager. The Fund 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 shareholdersFunds. All costs and expenses associated with any administrative functions delegated by the Adviser to the Administrator that are not pursuant to any agreement between the Administrator and a Fund or the Adviser and a Fund will be paid by the Adviser. All other costs and expenses not expressly assumed by the Manager Adviser under this sub-section Agreement or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Administrator under the administration agreement between it and the Trust on behalf of a fund shall be paid by the Fund from the assets in the Fund, including, but not limited to (i) fees paid to the Adviser and the Administrator; (ii) interest and taxes; (ii) brokerage iii);brokerage commissions; (iiiiv) insurance premiums; (ivv) compensation and expenses of its the Trustees other than those affiliated with the Manager adviser or such adviser, administrator or principal underwriter and expenses of all its Trusteesthe administrator; (vvi) legal legal, accounting and audit expenses; (vivii) custodian fees and expenses of any transfer agent, distributor, registrar, dividend disbursing agent or shareholder servicing agent, fees and expensesagent of the Fund; (viiviii) expenses expenses, including clerical expenses, incident to the issuance issuance, redemption or purchase of its shares (of the Fund, including issuance on the payment of, or reinvestment of, dividends); (viiiix) fees and expenses incident to the registration under Federal or State state securities laws of the Fund or its shares; (ixx) expenses of preparing, setting in type, printing and mailing prospectuses, statements of additional information, reports and notices and proxy material to shareholders of the Fund; (xxi) all other expenses incidental to holding meetings of the Fund's shareholders; (xixii) expenses connected with the execution, recording and settlement of portfolio securities transactions; (xiii) fees and expenses of the Fund's custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; (xiv) expenses of keeping the Fund's accounting records including the computation of calculating net asset value per share and of the dividendsshares of the Fund; (xv) industry membership fees allocable to the fund; and (xiixvi) such non-recurring extraordinary expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its the officers and TrusteesTrustees with respect thereto.

Allocation of Expenses. The Manager shallAdviser agrees that it will furnish the Trust, at its own the Adviser's expense, provide with all office space, space and facilities, equipment, and equipment and clerical personnel necessary for the performance of carrying out its functions hereunder and shall duties under this Agreement. The Adviser will also pay all compensation of all Trustees, officers, officers and employees of the Fund Trust who are affiliated persons of the Manager. The Fund 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 shareholdersAdviser. All operating costs and expenses relating to the Growth Fund not expressly assumed by the Manager Adviser under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Agreement shall be paid by the Trust from the assets of the Growth Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its the Trust's Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesTrust's investment advisers; (v) legal and audit expenses; (vi) custodian fees and transfer agentexpenses of the Trust's Administrator, or custodian, shareholder servicing or transfer agent and accounting services agent, fees and expenses; (vii) expenses incident to the issuance of its shares (the Growth Fund's shares, including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State state securities laws of the Fund Trust or its sharesthe shares of the Growth Fund; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the FundTrust; (x) all other expenses incidental to holding meetings of the FundTrust's shareholders; (xi) expenses dues or assessments of keeping or contributions to the Fund's accounting records including the computation of net asset value per share and the dividendsInvestment Company Institute or any successor; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund Trust and the legal obligations for which the Fund Trust may have to indemnify its officers and TrusteesTrustees with respect thereto; and (xiii) all expenses which the Trust or a series of the Trust agrees to bear in any distribution agreement or in any plan adopted by the Trust and/or a series of the Trust pursuant to Rule 12b-1 under the Act.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trusteesunderwriter; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; and (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trustees.

Allocation of Expenses. The Manager shallexpenses of United and the expenses of ▇▇▇▇▇▇▇ & ▇▇▇▇, at Inc., in performing its own expensefunctions under this Agreement shall be divided into two classes, provide office spaceto wit: (i) those expenses which will be paid in full by ▇▇▇▇▇▇▇ & ▇▇▇▇, facilitiesInc., equipmentas set forth in subparagraph "A" hereof, and personnel for (ii) those expenses which will be paid in full by United, as set forth in subparagraph "B" hereof. A. With respect to the performance duties of its functions hereunder and ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., under Section II above, it shall pay in full, 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 compensation of Trustees, officers, and employees of ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc. 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, ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., shall pay the Fund fees and expenses of all directors of United who are employees of ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., or an affiliated corporation and the salaries and employment benefits of all officers of United who are affiliated persons of the Manager. The Fund agrees to bear ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc. B. United shall pay in full for all of its expenses which are not listed above (other than those assumed by ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., or its affiliates in its capacity as Accounting Services Agent for United), including (a) the costs of preparing and setting in type its prospectuses, statements of additional information printing prospectuses and reports to its shareholders, and shareholders of United including mailing costs; (b) the costs of printing or otherwise producing all proxy statements and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All all other costs and expenses not expressly assumed by the Manager under this sub-section or otherwise by the Managerof meetings of shareholders of United; (c) interest, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundtaxes, includingbrokerage 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 limited to (i) interest and taxesof attorneys who are employees of ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc.; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter fees and expenses of all its Trusteesdirectors; (v) legal and audit expenses; (vif) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viig) expenses incident to fees payable by United under the issuance Securities Act of its shares (including issuance on 1933, the payment ofInvestment Company Act of 1940, and the securities or reinvestment of, dividends)"Blue-Sky" laws of any jurisdiction; (viiih) fees and expenses incident to the registration under Federal or State securities laws assessments of the Fund Investment Company Institute or its sharesany successor organization; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting United and any indemnification by United of its officers, directors, employees and agents with respect thereto; (j) the Fund costs and expenses of maintaining shareholder records and processing transactions for the issuance and redemption of its shares; and (k) the costs and expenses provided for in any Accounting Services Agreement, including amendments thereto, contemplated by subsection C of this section III. ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., or an affiliate of ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., may also act as accounting services agent of United if at the time in question there is a separate agreement, "Accounting Services Agreement," covering such functions between United and ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., or such affiliate. The corporation, whether ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., or its affiliate, which is the party to such Agreement with United is referred to as the "Agent." Any such Agreement shall provide in substance that it shall not go into effect, or may be amended, or a new agreement covering the same topics between United and the legal obligations Agent may be entered into only if the terms of such Agreement, such amendment or such new agreement have been approved by the Board of Directors of United, including the vote of a majority of the directors who are not "interested persons" as defined in the Investment Company Act of 1940, of either party to the Agreement, such amendment or such new agreement (considering ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., to be such a party even if at the time in question the Agent is an affiliate of ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc.), cast in person at a meeting called for the purpose of voting on such approval. Such a vote is referrer to as a "disinterested director" vote. Any such Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the Fund 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 United 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 United; (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 have to indemnify its officers 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 of United. Any such Agreement shall also provide in substance that it may be terminated by the Agent at any time without penalty upon giving United one hundred twenty (120) days' written notice (which notice may be waived by United) and Trusteesmay be terminated by United 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 United shall be directed or approved by the vote of a majority of the Board of Directors of United 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 of United.

Allocation of Expenses. The Manager shallAdviser agrees that it will furnish the Fund, at its own expense, provide all office space, space and facilities, equipment, equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser agrees that it will supply to any administrator (the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees "Administrator") of the Fund who are affiliated persons all necessary financial information in connection with the Administrator's duties under any agreement between the Administrator and the Fund on behalf of the ManagerFund. The Fund agrees All costs and expenses associated with any administrative functions delegated by the Adviser to bear the costs of preparing and setting in type its prospectuses, statements of additional information and reports Administrator that are not pursuant to its shareholders, any agreement between the Administrator and the costs of printing Fund or otherwise producing the Adviser and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholdersthe Fund will be paid by the Adviser. All other costs and expenses not expressly assumed by the Manager Adviser under this sub-section Agreement or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Administrator under the administration agreement between it and the Fund on behalf of the Fund shall be paid by the Fund from the assets of the Fund, including, but not limited to (i) fees paid to the Adviser and the Administrator; (ii) interest and taxes; (iiiii) brokerage commissions; (iiiiv) insurance premiums; (ivv) compensation and expenses of its Trustees the directors other than those affiliated with the Manager adviser or such adviser, administrator or principal underwriter and expenses of all its Trusteesthe administrator; (vvi) legal legal, accounting and audit expenses; (vivii) custodian fees and expenses of any transfer agent, distributor, registrar, dividend disbursing agent or shareholder servicing agent, fees and expensesagent of the Fund; (viiviii) expenses expenses, including clerical expenses, incident to the issuance issuance, redemption or repurchase of its shares (of the Fund, including issuance on the payment of, or reinvestment of, dividends); (viiiix) fees and expenses incident to the registration under Federal or State state securities laws of the Fund or its shares; (ixx) expenses of preparing, setting in type, printing and mailing prospectuses, statements of additional information, reports and notices and proxy material to shareholders of the Fund; (xxi) all other expenses incidental to holding meetings of the Fund's shareholders; (xixii) expenses connected with the execution, recording and settlement of portfolio securities transactions; (xiii) fees and expenses of the Fund's custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; (xiv) expenses of keeping the Fund's accounting records including the computation of calculating net asset value per share and of the dividendsshares of the Fund; (xv) industry membership fees allocable to the Fund; and (xiixvi) such non-recurring extraordinary expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its the officers and Trusteesdirectors with respect thereto.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay will bear all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 of its employees and overhead incurred by it in connection with its duties hereunder except as noted in Section 5 below. All other expenses (other than those to be paid by the Manager Fund's distributor under this sub-section or otherwise by the Managera distribution agreement), administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to to: (ia) interest expense, taxes and taxes; governmental fees; (iib) brokerage commissions; commissions and other expenses incurred in acquiring or disposing of the Fund's securities and commodities holdings; (iiic) insurance premiums; premiums for fidelity and other coverage requisite to the Fund's operations; (ivd) compensation fees of its the Trustees other than those affiliated who are interested persons of the Fund and out-of-pocket travel expenses for all Trustees and other expenses incurred by the Fund in connection with the Manager or such adviserTrustees' meetings; (e) outside legal, administrator or principal underwriter and expenses of all its Trustees; (v) legal accounting and audit expenses; ; (vif) custodian custodian, dividend disbursing, and transfer agent, or shareholder servicing agent, agent fees and expenses; ; (viig) expenses incident to in connection with the issuance issuance, offering, sale or underwriting of its shares securities issued by the Fund, including preparation of stock certificates; (including issuance on the payment of, or reinvestment of, dividends); (viiih) fees and expenses expenses, other than as hereinabove provided, incident to the registration under Federal or State securities laws qualification of the Fund or its shares; Fund's shares for sale with the Commission and in various states and foreign jurisdictions; (ixi) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; 's shareholders; (xj) all other expenses incidental to holding meetings of the Fund's shareholders; ; (xik) expenses of keeping organizing the Fund's accounting records including the computation of net asset value per share and the dividends; and and (xiil) such extraordinary non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which obligation the Fund may have to indemnify its officers and TrusteesTrustees with respect thereto. Notwithstanding the foregoing, the Manager shall pay all salaries and fees of each of the Fund's officers and Trustees who are interested persons of the Manager.

Allocation of Expenses. The Manager shallexpenses of Fund and the expenses of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company in performing its functions under this Agreement shall be divided into two classes, at its own expense, provide office space, facilities, equipmentto wit: (i) those expenses which will be paid in full by ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company as set forth in subparagraph "A" hereof, and personnel for (ii) those expenses which will be paid in full by Fund, as set forth in subparagraph "B" hereof. A. With respect to the performance duties of its functions hereunder and ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company under Section II above, it shall pay in full, 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 compensation of Trustees, officers, and employees of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company 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, ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company shall pay the fees and expenses of all directors of Fund who are employees of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company or an affiliated corporation and the salaries and employment benefits of all officers of Fund who are affiliated persons of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company. B. Fund shall pay in full for all of its expenses which are not listed above (other than those assumed by ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company or one of its affiliates in its capacity as principal underwriter of the Manager. The Fund agrees to bear shares of Fund, as Shareholder Servicing Agent or as Accounting Services Agent for Fund), including (a) the costs of preparing and setting in type its prospectuses, statements of additional information printing prospectuses and reports to its shareholdersshareholders of Fund, and including mailing costs; (b) the costs of printing or otherwise producing all proxy statements and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All all other costs and expenses not expressly assumed by the Manager under this sub-section or of meetings of shareholders of Fund (unless Fund and ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company shall otherwise by the Manageragree); (c) interest, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundtaxes, includingbrokerage 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 limited to (i) interest and taxesof attorneys who are employees of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company or an affiliated company; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter fees and expenses of all its Trusteesdirectors not affiliated with ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc.; (v) legal and audit expenses; (vif) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viig) expenses incident to fees payable by Fund under the issuance Securities Act of its shares (including issuance on 1933, the payment ofInvestment Company Act of 1940, and the securities or reinvestment of, dividends)"Blue-Sky" laws of any jurisdiction; (viiih) fees and expenses incident to the registration under Federal or State securities laws assessments of the Fund Investment Company Institute or its sharesany successor organization; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting Fund, and any indemnification by Fund of its officers, directors, employees and agents with respect thereto; (j) the costs and expenses 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 shall, in the first instance, be paid by ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company, Fund shall pay the same to ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company on presentation of a statement with respect thereto. ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company or an affiliate of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company, may also act as (i) 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 ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company, or such affiliate. The corporation, whether ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company, 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 legal obligations Agent may be entered into, only if the terms of such Agreement, such amendment or such new agreement have been approved by the Board of Directors of Fund, including the vote of a majority of the directors who are not "interested persons" as defined in the Investment Company Act of 1940, of either party to the Agreement, such amendment or such new agreement (considering ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company to be such a party even if at the time in question the Agent is an affiliate of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company), 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 have to indemnify its officers 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 Agent at any time without penalty upon giving Fund one hundred twenty (120) days' written notice (which notice may be waived by Fund) and Trusteesmay 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. The Manager shallagrees that it will furnish the Trust, at its own the Manager’s expense, provide with office space, space and facilities, equipment, equipment and clerical personnel necessary for the performance of carrying out its functions hereunder and shall duties under this Agreement. The Manager will also pay (a) all compensation of any Trustees, officers, officers and employees of the Fund Trust who are affiliated persons of the Manager. The Fund agrees to bear , (b) the costs of preparing and setting in type its prospectusesany special Board of Trustees meetings or shareholders meetings convened for the primary benefit of the Manager, statements of additional information and reports to its shareholders, and including the costs of printing any proxy solicitation in connection therewith, and (c) the costs of liquidating or reorganizing the Fund (unless such costs are otherwise producing and distributing those copies allocated by the Board of such prospectuses, statements of additional information and reports as are sent to its shareholdersTrustees). All operating costs and expenses relating to the Fund not expressly assumed by the Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Agreement shall be paid by the Trust from the assets of the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; , (iii) insurance premiums; (iv) compensation and expenses of its the Trust’s Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trusteesthe Sub-Adviser; (v) legal and audit expenses; (vi) custodian fees and transfer agentexpenses of the Trust’s custodian, or shareholder servicing or transfer agent and accounting services agent, fees and expenses; (vii) expenses incident to the issuance of its shares (the Fund’s shares, including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State state securities laws of the Fund Trust or its sharesthe shares of the Fund; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the FundTrust; (x) all other expenses incidental to holding meetings of the Fund's Trust’s shareholders; (xi) expenses dues or assessments of keeping or contributions to the Fund's accounting records including the computation of net asset value per share and the dividendsInvestment Company Institute or any successor; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund trust and the legal obligations for which the Fund Trust may have to indemnify its officers office and TrusteesTrustees with respect thereto; and (xiii) all expenses which the Trust or the Fund agrees to bear in any distribution agreement or in any plan adopted by the Trust and/or a Fund pursuant to Rule 12b-1 under the 1940 Act.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trustees; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's ’s shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trustees.

Allocation of Expenses. The Manager shallAdviser agrees that it will furnish the Fund, at its own the Adviser's expense, provide all office space, facilities, equipment, and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser agrees that it will supply, or cause to be supplied, to any administrator or sub-adviser of the performance of its functions hereunder Fund all necessary information in connection with such administrator's or sub-adviser's duties under any agreement between such administrator or sub-adviser and shall the Fund. The Adviser will also pay all compensation of the Fund's officers, employees, and Trustees, officersif any, and employees of the Fund who are affiliated persons of the ManagerAdviser. The Fund agrees to bear the costs of preparing and setting in type its prospectuses, statements of additional information 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 information, and reports as are sent to its shareholders. All costs and expenses not expressly assumed by the Manager Adviser under this Agreement or by such administrator or sub-section adviser or otherwise by the Manager, administrator or Fund's principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its Trustees other than those affiliated with the Manager Adviser or such adviser, administrator or principal underwriter and expenses of all its Trusteessub-adviser; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing printing, and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; and (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trustees.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Sub- Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trusteesunderwriter; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; and (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund Business Trust may have to indemnify its officers and Trustees.

Allocation of Expenses. The Manager shallAdviser agrees that it will furnish each Fund, at its own expense, provide all office space, space and facilities, equipment, equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser agrees that it will supply to any administrator (the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees "Administrator") of the Fund who are affiliated persons Funds all necessary financial information in connection with the Administrator's duties under any agreement between the Administrator and the Trust on behalf of the Manager. The Fund 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 shareholdersFunds. All costs and expenses associated with any administrative functions delegated by the Adviser to the Administrator that are not pursuant to any agreement between the Administrator and a Fund or the Adviser and a Fund will be paid by the Adviser. All other costs and expenses not expressly assumed by the Manager Adviser under this sub-section Agreement or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Administrator under the administration agreement between it and the Trust on behalf of a Fund shall be paid by the Fund from the assets of the Fund, including, but not limited to (i) fees paid to the Adviser and the Administrator; (ii) interest and taxes; (iiiii) brokerage commissions; (iiiiv) insurance premiums; (ivv) compensation and expenses of its Trustees the directors other than those affiliated with the Manager adviser or such adviser, administrator or principal underwriter and expenses of all its Trusteesthe administrator; (vvi) legal legal, accounting and audit expenses; (vivii) custodian fees and expenses of any transfer agent, distributor, registrar, dividend disbursing agent or shareholder servicing agent, fees and expensesagent of the Fund; (viiviii) expenses expenses, including clerical expenses, incident to the issuance issuance, redemption or repurchase of its shares (of the Fund, including issuance on the payment of, or reinvestment of, dividends); (viiiix) fees and expenses incident to the registration under Federal or State state securities laws of the Fund or its shares; (ixx) expenses of preparing, setting in type, printing and mailing prospectuses, statements of additional information, reports and notices and proxy material to shareholders of the Fund; (xxi) all other expenses incidental to holding meetings of the Fund's shareholders; (xixii) expenses connected with the execution, recording and settlement of portfolio securities transactions; (xiii) fees and expenses of the Fund's custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; (xiv) expenses of keeping the Fund's accounting records including the computation of calculating net asset value per share and of the dividendsshares of the Fund; (xv) industry membership fees allocable to the Fund; and (xiixvi) such non-recurring extraordinary expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its the officers and Trusteesdirectors with respect thereto.

Allocation of Expenses. The Manager shallAdviser agrees that it will furnish the Trust, at its own the Adviser's expense, provide with all office space, space and facilities, equipment, and equipment and clerical personnel necessary for the performance of carrying out its functions hereunder and shall duties under this Agreement. The Adviser will also pay all compensation of all Trustees, officers, officers and employees of the Fund Trust who are affiliated persons of the Manager. The Fund 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 shareholdersAdviser. All operating costs and expenses relating to the Gold Fund not expressly assumed by the Manager Adviser under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Agreement shall be paid by the Trust from the assets of the Gold Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its the Trust's Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesTrust's investment advisers; (v) legal and audit expenses; (vi) custodian fees and transfer agentexpenses of the Trust's Administrator, or custodian, shareholder servicing or transfer agent and accounting services agent, fees and expenses; (vii) expenses incident to the issuance of its shares (the Gold Fund's shares, including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State state securities laws of the Fund Trust or its sharesthe shares of the Gold Fund; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the FundTrust; (x) all other expenses incidental to holding meetings of the FundTrust's shareholders; (xi) expenses dues or assessments of keeping or contributions to the Fund's accounting records including the computation of net asset value per share and the dividendsInvestment Company Institute or any successor; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund Trust and the legal obligations for which the Fund Trust may have to indemnify its officers and TrusteesTrustees with respect thereto; and (xiii) all expenses which the Trust or a series of the Trust agrees to bear in any distribution agreement or in any plan adopted by the Trust and/or a series of the Trust pursuant to Rule 12b-1 under the Act.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, includingallocated as appropriate to each Portfolio, including but not limited to: (a) the fee of the Advisor; (b) interest expense, taxes and governmental fees; (c) brokerage commissions (if any) and other expenses incurred in acquiring or disposing of the Fund's portfolio securities and other investments; (d) insurance premiums for fidelity and other coverage requisite to the Fund's operations; (e) fees of the Directors who are not interested persons of the Fund, out- of-pocket travel expenses for all Directors and other expenses incurred by the Fund in connection with Directors' meetings; (f) outside legal, accounting and audit expenses; (g) custodian and dividend disbursing fees; (h) transfer agent fees and other shareholder servicing expenses; (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated expenses in connection with the Manager issuance, offering, sale or such adviserunderwriting of securities issued by the Fund, administrator or principal underwriter and expenses including preparation of all its Trustees; stock certificates; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viiij) fees and expenses incident to the registration under Federal or State securities laws qualification of the Fund or its shares; Fund's shares for sale with the SEC and in various states and foreign jurisdictions; (ixk) expenses of preparing, printing and mailing reports and reports, notices and proxy material to the shareholders of the Fund; each Portfolio; (xl) all other expenses incidental to holding meetings of the Fund's shareholders; shareholders of each Portfolio including fees and expenses of proxy solicitation; (xim) expenses of keeping organizing the Fund's accounting records including the computation of net asset value per share Fund and the dividends; trade association dues and fees; (xiin) such extraordinary non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which obligation the Fund may have to indemnify its officers and Trustees.Directors with respect thereto; and (o) expenses incident to servicing Fund shareholders by broker-dealers (including CIBC ▇▇▇▇▇▇▇▇▇▇▇ Corp.), banks and other organizations and individuals. The Advisor, in return for its fee, will bear all costs and expenses incurred in connection with its investment management services to the Fund. The Advisor will also bear the expense of its business management and other management and supervisory duties and functions assumed by it under this Agreement, but the Fund itself will bear the costs of the services managed and supervised;

Allocation of Expenses. The Manager shallAdvisor agrees that it will furnish the Trust, at its own the Advisor's expense, provide with all office space, space and facilities, equipment, and equipment and clerical personnel necessary for the performance of carrying out its functions hereunder and shall duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers, officers and employees of the Fund Trust who are affiliated persons of the Manager. The Fund 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 shareholdersAdvisor. All operating costs and expenses relating to the Fund not expressly assumed by the Manager Advisor under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Agreement shall be paid by the Trust from the assets of the Fund, as applicable, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its the Trust's Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesAdvisor; (v) legal and audit expenses; (vi) custodian fees and transfer agentexpenses of the Trust's custodian, or shareholder servicing or transfer agent and accounting services agent, fees and expenses; (vii) expenses incident to the issuance of its shares (the Fund's shares, including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Trust or the shares of the Fund or its sharesand the cost of notice filings under state securities law; (ix) expenses of preparing, printing and mailing reports and notices and proxy material materials to shareholders of the Fund; (x) all other expenses incidental incident to holding meetings of the Fund's shareholders; (xi) expenses dues or assessments of keeping or contributions to the Fund's accounting records including the computation of net asset value per share and the dividendsInvestment Company Institute or any successor; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund Trust and the legal obligations for which the Fund Trust may have to indemnify its officers and TrusteesTrustees with respect thereto; and (xiii) all expenses which the Trust or the Fund agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Fund pursuant to Rule 12b-1 under the 1940 Act.

Allocation of Expenses. The Manager Management Corporation shall at its expense provide all executive, administrative and clerical personnel as shall be required to provide effective administration for the Fund, including the compilation and maintenance of records with respect to its operations as may reasonably be required; the preparation and filing of such reports with respect thereto as shall be required by rules or regulations promulgated by the Securities and Exchange Commission; the composition of registration statements required by Federal securities laws for continuous public sale of shares of the Fund; composition of periodic reports with respect to its operations for the shareholders of the Fund; and composition of proxy materials for meetings of the Fund's shareholders. The Management Corporation shall, at its own cost and expense, also provide the Fund with adequate office space, facilities and equipment. The Management Corporation shall, at its own expense, provide office space, facilities, equipment, and personnel such officers for the performance of its functions hereunder and Fund as the Fund's Board shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 shareholdersrequest. All other costs and expenses not expressly assumed by the Manager Management Corporation under this sub-section Agreement, or otherwise to be paid by the ManagerGeneral Distributor of the shares of the Fund, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions, if any; (iii) insurance premiumspremiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its Trustees other than those associated or affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesManagement Corporation; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares (including issuance against payment therefor by or on behalf of the payment of, or reinvestment of, dividends)subscribers thereto; (viiiix) fees and expenses expenses, other than as hereinabove provided, incident to the registration under Federal or and State securities laws of shares of the Fund or its sharesfor public sale; (ixx) expenses of preparing, printing and mailing reports and notices reports, notices, and proxy material to shareholders of the Fund; (xxi) except as noted above, all other expenses incidental to holding regular annual meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such extraordinary non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for obligation which the Fund may have to indemnify its officers and TrusteesTrustees with respect thereto.

Allocation of Expenses. (a) The Investment Manager shall, : (i) furnish at its own expense, provide expense such office space, supplies, facilities, equipment, clerical help and other personnel for and services as are required to render the performance of its functions hereunder Services, and shall (ii) pay all the compensation of Trusteesthe managers or officers of the Subsidiary who are directors, officers, and officers or employees of the Fund who are affiliated persons Investment Manager (except to the extent the Subsidiary Board shall have specifically approved the payment by the Subsidiary of all or a portion of the Manager. The compensation of one or more of the Subsidiary’s officer(s)). (b) Except to the extent that such expenses are paid by the Investment Manager or its affiliates pursuant to a “unitary fee” or other arrangement, the Investment Manager shall not be responsible for paying (unless it has expressly assumed such responsibility), and shall be reimbursed promptly by the Subsidiary if it pays, any costs and expenses incidental to the organization, operations and business of the Subsidiary, including but not limited to: (i) Any fees payable to the Investment Manager for its Services under this Agreement; (ii) [Intentionally left blank]; (iii) [Intentionally left blank]; (iv) Any fees and charges for bookkeeping, accounting, financial reporting and tax information services provided to the Subsidiary by any person; (v) Any fees and charges for services of the Subsidiary’s independent auditors and for services provided to the Subsidiary by external legal counsel, including expenses of Fund agrees litigation; (vi) Any fees and charges of depositories, custodians, and other agencies for the safekeeping and servicing of its cash, securities, and other property; (vii) Any Fund taxes and fees and charges of any person other than the Investment Manager or its affiliates for preparation of the Subsidiary’s tax returns; (viii) Any fees and expenses payable to bear federal, state, or other governmental agencies, domestic or foreign, for the maintenance of the Subsidiary’s legal existence, including the filing of any required reports, charter document amendments or other documents; (ix) Organizational expenses of the Subsidiary; (x) [Intentionally left blank]; (xi) Expenses of maintaining qualification of the Subsidiary and the Subsidiary’s shares for sale under securities laws of applicable jurisdictions and of registration and qualification of the Subsidiary under all laws applicable to the Subsidiary or its business activities; (xii) Brokerage commissions and other transaction expenses in connection with the Subsidiary’s purchase and sale of assets; (xiii) Premium on any bond and other expenses of bond and insurance coverage required by law or deemed advisable by the Subsidiary Board; (xiv) Any fees of consultants employed by the Subsidiary, including the costs of preparing pricing sources for the Subsidiaries portfolio securities; (xv) Any board member, officer and setting in type its prospectusesemployee compensation and expenses, statements which include fees, salaries, memberships, dues, travel, seminars, pension, profit sharing, all expenses of additional information meetings of the Subsidiary Board and reports to its shareholderscommittees, and all other compensation and benefits paid to or provided for Subsidiary Board members, officers and employees (including insurance), except the costs Subsidiary will not pay any compensation, fees or expenses of printing any person who is an officer or otherwise producing and distributing those copies employee of such prospectusesthe Investment Manager or its affiliates for services as a Subsidiary Board member, statements officer or agent of additional information and reports as are sent the Subsidiary (except to its shareholders. All costs and expenses not expressly assumed the extent the Subsidiary Board shall have specifically approved the payment by the Manager under this sub-section Subsidiary of all or otherwise by a portion of the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trustees; the Subsidiary’s chief compliance officer or other officer(s)); (vxvi) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other Any expenses incidental to holding meetings of the Fund's Subsidiary Board or Subsidiary shareholders; (xvii) Any expenses incurred in connection with lending portfolio securities of the Subsidiary; (xviii) Any interest on indebtedness and any other costs of borrowing money incurred by the Subsidiary; (xix) Any fees, dues, and other expenses incurred by the Subsidiary in connection with membership of the Subsidiary in any trade association or other investment company organization; (xx) Any other expenses payable by the Subsidiary pursuant to separate agreements of the Subsidiary; and (xixxi) Any other expenses properly payable by the Subsidiary, as approved by the Subsidiary Board. (c) The Investment Manager agrees to pay all expenses it incurs in connection with the administrative Services, excluding any expenses contemplated to be borne by the Subsidiary pursuant to Section 5(b) of keeping this Agreement. For avoidance of doubt, except to the Fund's accounting records including extent expressly assumed by the computation Investment Manager, and except to the extent required by law to be paid or reimbursed by the Investment Manager, the Investment Manager shall have no duty to pay any Subsidiary operating expenses incurred in the organization, operation or business of net asset value per share the Subsidiary. (d) [Intentionally left blank.] (e) If, as a result of a change in applicable law, rules or regulations, or any change in the administrative Services provided as of the date hereof by any person other than the Investment Manager or its affiliates pursuant to any agreement or arrangement with the Subsidiary, the type or quantity of administrative Services necessary for or appropriate to the business and effective operation of the Subsidiary changes, the Investment Manager and the dividends; and (xii) Subsidiary may agree that the Investment Manager shall provide or arrange for the provision of such non-recurring expenses additional administrative services for such fee as may arise, including litigation affecting be mutually agreed by the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trusteesparties.

Allocation of Expenses. The Manager shallagrees that it will furnish the Fund, at its own the Manager's expense, provide with all office space, space and facilities, equipment, and equipment and clerical personnel necessary for the performance of carrying out its functions hereunder and shall duties under this Agreement. The Manager will also pay all compensation of Trusteesall Directors, officers, officers and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser agreement shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its Trustees Directors other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesManager; (v) legal and audit expenses; (vi) custodian fees and transfer agentexpenses of the Fund's custodian, or shareholder servicing or transfer agent and accounting services agent, fees and expenses; (vii) expenses incident to the issuance of its shares, including stock certificates and issuance of shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration or qualification under Federal or State state securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and reports, notices, proxy material and prospectuses to shareholders of the Fund; (x) all other expenses incidental to holding meetings meeting of the Fund's shareholders; (xi) expenses dues or assessments of keeping or contributions to the Fund's accounting records including the computation of net asset value per share and the dividendsInvestment Company Institute or any successor or other industry association; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and TrusteesDirectors with respect thereto; and (xiii) all expenses which the Fund agrees to bear in any distribution agreement or in any plan adopted by the Fund pursuant to Rule 12b-1 under the Act. Organizational expenses will be borne by the Fund. It is agreed that these expenses are to be deferred and amortized over a five year period from the commencement of operations utilizing the straight-line method of amortization.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trusteesunderwriter; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's its accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trustees.

Allocation of Expenses. The Manager shallAdvisor agrees that it will furnish the Trust, at its own the Advisor's expense, provide with office space, space and facilities, equipment, equipment and clerical personnel necessary for the performance of carrying out its functions hereunder and shall duties under this Agreement. The Advisor will also pay all compensation of any Trustees, officers, officers and employees of the Fund Trust who are affiliated persons of the Manager. The Fund 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 shareholdersAdvisor. All operating costs and expenses relating to the Fund not expressly assumed by the Manager Advisor under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Agreement shall be paid by the Trust from the assets of the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its the Trust' s Trustees other than those affiliated with the Manager Advisor or such adviser, administrator or principal underwriter and expenses of all its Trusteesthe Manager; (v) legal and audit expenses; (vi) custodian fees and transfer agentexpenses of the Trust's custodian, or shareholder servicing or transfer agent and accounting services agent, fees and expenses; (vii) expenses incident to the issuance of its shares (the Fund's shares, including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State state securities laws of the Fund Trust or its sharesthe shares of the Fund; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the FundTrust; (x) all other expenses incidental to holding meetings of the FundTrust's shareholders; (xi) expenses dues or assessments of keeping or contributions to the Fund's accounting records including the computation of net asset value per share and the dividendsInvestment Company Institute or any successor; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund Trust and the legal obligations for which the Fund Trust may have to indemnify its officers and TrusteesTrustees with respect thereto; and (xiii) all expenses which the Trust or the Fund agrees to bear in any distribution agreement or in any plan adopted by the Trust and/or a Fund pursuant to Rule 12b-1 under the Act.

Allocation of Expenses. The Manager shall(a) With respect to the operation of a Fund, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to responsible for (i) interest the Fund’s organizational expenses, it being understood that any expenses related to a Fund reorganizing into the Trust will be allocated pursuant to the agreement and taxesplan of reorganization; (ii) brokerage commissionsproviding the personnel, office space and equipment reasonably necessary to perform its obligations hereunder; (iii) insurance premiumsthe 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) 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”); (iv) compensation the Adviser’s costs of its Trustees annual in-person appearance before the Board and any special Board meetings or shareholder meetings convened for the primary benefit of, and requested by, the Adviser; and (v) 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 shall 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 obligation for payment of its expenses, other than those affiliated as stated in Section 4(a) above, including but not limited to: fees and expenses (including legal fees) incurred in connection with the Manager or such adviserissuance, administrator or principal underwriter 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 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 benefit of the Fund including all fees and expenses of its custodian, shareholder services agent and accounting services agent; all expenses incurred in connection with borrowings; dividend expenses related to short sales; costs and expenses of pricing and calculating its Trusteesdaily net asset value and of maintaining its books of account required under the 1940 Act; taxes, if any; its portion of expenditures in connection with meetings of the Board that are properly payable by the Fund; its allocable portion of expenditures in connection with meetings of shareholders as determined by the Board; its allocable portion of salaries and expenses of officers of the Trust other than officers and employees of U.S. Bancorp Fund Services, LLC or any duly appointed successor (vthe “Administrator”) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident except the Trust’s Chief Compliance Officer if determined to be appropriate by the issuance of its shares (including issuance on the payment of, or reinvestment of, dividendsBoard); (viii) its allocable portion of fees and expenses incident 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 its benefit, including liability and fidelity bond insurance; the registration under Federal or State securities laws cost of preparing and printing reports, proxy statements, Prospectuses of the Fund or other communications for distribution to existing shareholders; its sharesallocable portion of the Trust’s legal, auditing and accounting fees; (ix) its allocable portion of the Trust’s trade association dues or educational program expenses determined appropriate by the Board; all expenses of preparing, printing maintaining and mailing reports and notices and proxy material to shareholders servicing shareholder accounts of the FundFund maintained with the Trust’s transfer agent, including all charges for transfer, shareholder recordkeeping, distribution disbursing, redemption; (x) and all other expenses incidental to holding meetings charges and costs of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share its operation plus any extraordinary and the dividends; and (xii) such 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 arisevoluntarily or contractually absorb certain Fund expenses. (d) To the extent the Adviser incurs any costs by assuming expenses which are an obligation of a Fund as set forth herein, the Fund shall promptly reimburse the Adviser for such costs and expenses, except to the extent the Adviser has otherwise agreed to bear such expenses. To the extent the services for which a Fund is obligated to pay are performed by the Adviser, the Adviser shall be entitled to recover from such Fund to the extent of the Adviser’s actual costs for providing such services. In determining the Adviser’s actual costs, the Adviser may take into account an allocated portion of the salaries and overhead of personnel performing such services. (e) To the extent that the Adviser pays fees in addition to any Fund distribution or servicing fees to financial intermediaries, including litigation affecting without limitation banks, broker-dealers, financial advisors, or pension administrators, for sub-administration, sub-transfer agency or any other shareholder servicing or distribution services associated with shareholders whose shares are held in omnibus or other group accounts, the Adviser shall report such payments regularly to the Trust on the amounts paid and the relevant financial institutions. (f) The fee payable to the Adviser under this Agreement with respect to a Fund may be reduced to the extent of any receivable owed by the Adviser to the Fund and (provided that such obligation is not subject to a good faith dispute) or as required under any operating expense limitation agreement applicable to the legal obligations for which the Fund may have to indemnify its officers and TrusteesFund.

Allocation of Expenses. The Manager shallAdvisor agrees that it will furnish the Trust, at its own the Advisor's expense, provide with all office space, space and facilities, equipment, and equipment and clerical personnel necessary for the performance of carrying out its functions hereunder and shall duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers, officers and employees of the Fund Trust who are affiliated persons of the Manager. The Fund 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 shareholdersAdvisor. All operating costs and expenses relating to the Total Return Fund not expressly assumed by the Manager Advisor under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Agreement shall be paid by the Trust from the assets of the Total Return Fund, as applicable, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its the Trust's Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesAdvisor; (v) legal and audit expenses; (vi) custodian fees and transfer agentexpenses of the Trust's custodian, or shareholder servicing or transfer agent and accounting services agent, fees and expenses; (vii) expenses incident to the issuance of its shares (the Total Return Fund's shares, including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State state securities laws of the Fund Trust or its sharesthe shares of the Total Return Fund; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the FundTrust; (x) all other expenses incidental to holding meetings of the FundTrust's shareholders; (xi) expenses dues or assessments of keeping or contributions to the Fund's accounting records including the computation of net asset value per share and the dividendsInvestment Company Institute or any successor; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund Trust and the legal obligations for which the Fund Trust may have to indemnify its officers and TrusteesTrustees with respect thereto; and (xiii) all expenses which the Trust or the Total Return Fund agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Total Return Fund pursuant to Rule 12b-1 under the 1940 Act.

Allocation of Expenses. The Manager shallAdvisor agrees that it will furnish the Trust, at its own the Advisor's expense, provide with office space, space and facilities, equipment, equipment and clerical personnel necessary for the performance of carrying out its functions hereunder and shall duties under this Agreement. The Advisor will also pay all compensation of any Trustees, officers, officers and employees of the Fund Trust who are affiliated persons of the Manager. The Fund 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 shareholdersAdvisor. All operating costs and expenses relating to the Fund not expressly assumed by the Manager Advisor under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Agreement shall be paid by the Trust from the assets of the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its the Trust Trustees other than those affiliated with the Manager Advisor or such adviser, administrator or principal underwriter and expenses of all its Trusteesthe Fund's Administrative Manager; (v) legal and audit expenses; (vi) custodian fees and transfer agentexpenses of the Trust's custodian, or shareholder servicing or transfer agent and accounting services agent, fees and expenses; (vii) expenses incident to the issuance of its shares (the Fund's shares, including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State state securities laws of the Fund Trust or its sharesthe shares of the Fund; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fundthe. Trust; (x) all other expenses incidental to holding meetings of the FundTrust's shareholders; (xi) expenses dues or assessments of keeping or contributions to the Fund's accounting records including the computation of net asset value per share and the dividendsInvestment Company Institute or any successor; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund Trust and the legal obligations for which the Fund Trust may have to indemnify its officers and TrusteesTrustees with respect thereto; and (xiii) all expenses which the Trust or the Fund agrees to bear in any distribution agreement or in any plan adopted by the Trust and/or a Fund pursuant to Rule l2b-l under the Act.

Allocation of Expenses. The Manager shallexpenses of the Funds and the expenses of IICO in performing its functions under this Agreement shall be divided into two classes, at its own expense, provide office space, facilities, equipmentto wit: (i) those expenses which will be paid in full by IICO as set forth in subparagraph "A" hereof, and personnel for (ii) those expenses which will be paid in full by the performance Funds, as set forth in subparagraph "B" hereof. A. With respect to the duties of its functions hereunder and IICO under Section II above, it shall pay in full, 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 compensation of Trustees, officers, and employees of 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. IICO shall compensate each of the Fund Funds' Sub-Advisers, if any. In addition, IICO shall pay the fees and expenses of all trustees of the Trust who are employees of IICO or an affiliated corporation and the salaries and employment benefits of all officers of the Trust who are affiliated persons of IICO. B. The Funds shall pay in full for all of their expenses which are not listed above (other than those assumed by IICO or one of its affiliates in its capacity as principal underwriter of the Manager. The Fund agrees to bear shares of the Funds, as Shareholder Servicing Agent or as Accounting Services Agent for the Funds), including (a) the costs of preparing and setting in type its prospectuses, statements of additional information printing prospectuses and reports to its shareholdersshareholders of the Funds, and including mailing costs; (b) the costs of printing or otherwise producing all proxy statements and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All all other costs and expenses not expressly assumed by of meetings of shareholders of the Manager under this sub-section or Funds (unless the Trust and IICO shall otherwise by the Manageragree); (c) interest, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundtaxes, includingbrokerage 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 limited to (i) interest and taxesof attorneys who are employees of IICO or an affiliated company; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter fees and expenses of all its Trusteestrustees not affiliated with Ivy Funds Distributor, Inc.; (v) legal and audit expenses; (vif) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viig) expenses incident to fees payable by the issuance Funds under the Securities Act of its shares (including issuance on 1933, the payment ofInvestment Company Act of 1940, and the securities or reinvestment of, dividends)"Blue-Sky" laws of any jurisdiction; (viiih) fees and expenses incident to the registration under Federal or State securities laws assessments of the Fund Investment Company Institute or its sharesany successor organization; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting the Funds, and any indemnification by the Trust of its officers, trustees, employees and agents with respect thereto; (j) the costs and expenses 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 shall, in the first instance, be paid by IICO, the Funds 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 the Funds and/or as (ii) accounting services agent of the Funds if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between the Funds and IICO, or such affiliate. The corporation, whether IICO, 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 legal obligations Agent may be entered into, only if the terms of such Agreement, such amendment or such new agreement have been approved by the Board of Trustees of the Trust, including the vote of a majority of the trusteess who are not "interested persons" as defined in the Investment Company Act of 1940, 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 Fund 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 the Funds 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 Funds; (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 have to indemnify its officers also provide in substance that any disinterested trustee 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 Funds. Any such Agreement shall also provide in substance that it may be terminated by the Agent at any time without penalty upon giving the Trust one hundred twenty (120) days' written notice (which notice may be waived by the Trust) and Trusteesmay be terminated by the Trust 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 Trust shall be directed or approved by the vote of a majority of the Board of Trustees of the Trust 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 Funds.

Allocation of Expenses. The Manager shallexpenses of the Portfolio and the expenses of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company in performing its functions under this Agreement shall be divided into two classes, at its own expense, provide office space, facilities, equipmentto wit: (i) those expenses which will be paid in full by ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company as set forth in subparagraph "A" hereof, and personnel for (ii) those expenses which will be paid in full by the performance Portfolio, as set forth in subparagraph "B" hereof. A. With respect to the duties of its functions hereunder and ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company under Section II above, it shall pay in full, 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 compensation of Trustees, officers, and employees of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company 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. ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management shall compensate each of the Portfolio's Sub-Advisers, if any. In addition, ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company shall pay the fees and expenses of all directors of Fund who are employees of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company or an affiliated corporation and the salaries and employment benefits of all officers of Fund who are affiliated persons of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company. B. The Portfolio shall pay in full for all of its expenses which are not listed above (other than those assumed by ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company or one of its affiliates in its capacity as principal underwriter of the Manager. The Fund agrees to bear shares of the Portfolio, as Shareholder Servicing Agent or as Accounting Services Agent for the Portfolio), including (a) the costs of preparing and setting in type its prospectuses, statements of additional information printing prospectuses and reports to its shareholdersshareholders of the Portfolio, and including mailing costs; (b) the costs of printing or otherwise producing all proxy statements and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All all other costs and expenses not expressly assumed by of meetings of shareholders of the Manager under this sub-section or Portfolio (unless Fund and ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company shall otherwise by the Manageragree); (c) interest, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundtaxes, includingbrokerage 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 limited to (i) interest and taxesof attorneys who are employees of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company or an affiliated company; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter fees and expenses of all its Trusteesdirectors not affiliated with ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc.; (v) legal and audit expenses; (vif) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viig) expenses incident to fees payable by the issuance Portfolio under the Securities Act of its shares (including issuance on 1933, the payment ofInvestment Company Act of 1940, and the securities or reinvestment of, dividends)"Blue-Sky" laws of any jurisdiction; (viiih) fees and expenses incident to the registration under Federal or State securities laws assessments of the Fund Investment Company Institute or its sharesany successor organization; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting the Portfolio, and any indemnification by the Portfolio of its officers, directors, employees and agents with respect thereto; (j) the costs and expenses 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 shall, in the first instance, be paid by ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company, the Portfolio shall pay the same to ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company on presentation of a statement with respect thereto. ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company or an affiliate of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company, may also act as (i) transfer agent or shareholder servicing agent of the Portfolio and/or as (ii) accounting services agent of the Portfolio if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between the Portfolio and ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company, or such affiliate. The corporation, whether ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company, 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 legal obligations Agent may be entered into, only if the terms of such Agreement, such amendment or such new agreement have been approved by the Board of Directors of Fund, including the vote of a majority of the directors who are not "interested persons" as defined in the Investment Company Act of 1940, of either party to the Agreement, such amendment or such new agreement (considering ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company to be such a party even if at the time in question the Agent is an affiliate of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company), 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 Portfolio 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 Portfolio; (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 Portfolio. Any such Agreement shall also provide in substance that it may be terminated by the Agent at any time without penalty upon giving Fund one hundred twenty (120) days' written notice (which notice may have to indemnify its officers be waived by Fund) and Trusteesmay 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 the Portfolio.

Allocation of Expenses. The Manager shallexpenses of Fund and the expenses of Waddell & Reed Investment Management Company in performing its ▇▇▇▇▇▇ons ▇▇▇er this Agreement shall be divided into two classes, at its own expense, provide office space, facilities, equipmentto wit: (i) those expenses which will be paid in full by Waddell & Reed Investment Management Company as set forth in s▇▇▇▇▇▇▇rap▇ "▇" hereof, and personnel (ii) those expenses which will be paid in full by Fund, as set forth in subparagraph "B" hereof. A. With respect to the duties of Waddell & Reed Investment Management Company under Section II ▇▇▇▇▇, it ▇▇▇▇l pay in full, except as to the brokerage and research services acquired through the allocation of commissions as provided in Section IV hereinafter, for (a) the performance salaries and employment benefits of its functions hereunder all employees of Waddell & Reed Investment Management Company who are engaged i▇ ▇▇▇▇▇din▇ ▇▇ese 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, Waddell & Reed Investment Management Company shall pay the fee▇ ▇▇▇ ▇xpe▇▇▇▇ of all compensation directors of Trustees, officers, and Fund who are employees of Waddell & Reed Investment Management Company or an affiliated ▇▇▇▇▇▇▇tio▇ ▇▇d the salaries and employment benefits of all officers of Fund who are affiliated persons of Waddell & Reed Investment Management Company. ▇. Fu▇▇ ▇hall pay in full for all of its expenses which are not listed above (other than those assumed by Waddell & Reed Investment Management Company or one of its aff▇▇▇▇▇▇▇ in ▇▇▇ capacity as principal underwriter of the Manager. The Fund agrees to bear shares of Fund, as Shareholder Servicing Agent or as Accounting Services Agent for Fund), including (a) the costs of preparing and setting in type its prospectuses, statements of additional information printing prospectuses and reports to its shareholdersshareholders of Fund, and including mailing costs; (b) the costs of printing or otherwise producing all proxy statements and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All all other costs and expenses not expressly assumed by the Manager under this sub-section or of meetings of shareholders of Fund (unless Fund and Waddell & Reed Investment Management Company shall otherwise by the Managera▇▇▇▇); (c) ▇▇▇erest, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundtaxes, includingbrokerage 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 limited to (i) interest and taxesof attorneys who are employees of Waddell & Reed Investment Management Company or an affiliated ▇▇▇▇▇▇▇; (ii▇) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter ▇ees and expenses of all its Trusteesdirectors not affiliated with Waddell & Reed, Inc.; (v) legal and audit expenses; (vif) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viig) expenses incident to fee▇ ▇▇▇▇▇le ▇▇ ▇und under the issuance Securities Act of its shares (including issuance on 1933, the payment ofInvestment Company Act of 1940, and the securities or reinvestment of, dividends)"Blue-Sky" laws of any jurisdiction; (viiih) fees and expenses incident to the registration under Federal or State securities laws assessments of the Fund Investment Company Institute or its sharesany successor organization; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting Fund, and any indemnification by Fund of its officers, directors, employees and agents with respect thereto; (j) the costs and expenses 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 shall, in the first instance, be paid by Waddell & Reed Investment Management Company, Fund shall pay t▇▇ ▇▇▇▇ to ▇▇▇dell & Reed Investment Management Companyon presentation of ▇ ▇▇▇▇eme▇▇ ▇ith respect thereto. C. Waddell & Reed Investment Management Company or an affilia▇▇ ▇▇ ▇▇▇▇▇ll & ▇▇ed Investment Management Company, may also act as (▇) ▇▇▇nsf▇▇ ▇gent 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 Waddell & Reed Investment Management Company, or such affiliat▇. ▇▇▇ co▇▇▇▇ation, whether Waddell & Reed Investment Management Company, or its affiliate, ▇▇▇▇▇ is ▇▇▇ 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 legal obligations Agent may be entered into, only if the terms of such Agreement, such amendment or such new agreement have been approved by the Board of Directors of Fund, including the vote of a majority of the directors who are not "interested persons" as defined in the Investment Company Act of 1940, of either party to the Agreement, such amendment or such new agreement (considering Waddell & Reed Investment Management Company to be such a part▇ ▇▇▇▇ if ▇▇ ▇he time in question the Agent is an affiliate of Waddell & Reed Investment Management Company), cast in person ▇▇ ▇ ▇▇eti▇▇ ▇alled 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 have to indemnify its officers 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 Agent at any time without penalty upon giving Fund one hundred twenty (120) days' written notice (which notice may be waived by Fund) and Trusteesmay 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. The Manager shallAdvisor agrees that it will furnish the Trust, at its own the Advisor's expense, provide with all office space, space and facilities, equipment, and equipment and clerical personnel necessary for the performance of carrying out its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 shareholdersduties under this Agreement. All operating costs and expenses not relating to the Fund are hereby expressly assumed by the Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the FundAdvisor, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its the Trust's Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesAdvisor; (v) legal and audit expenses; (vi) custodian fees and transfer agentexpenses of the Trust's custodian, or shareholder servicing or transfer agent and accounting services agent, fees and expenses; (vii) expenses incident to the issuance of its shares (the Fund's shares, including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State state securities laws of the Fund Trust or its sharesthe shares of the Fund; (ix) expenses of preparing, printing and mailing reports and notices and proxy material materials to shareholders of the Fund; (x) all other expenses incidental incident to holding meetings of the Fund's shareholders; (xi) expenses dues or assessments of keeping or contributions to the Fund's accounting records including the computation of net asset value per share and the dividendsInvestment Company Institute or any successor; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund Trust and the legal obligations for which the Fund Trust may have to indemnify its officers and TrusteesTrustees with respect thereto; and (xiii) all expenses which the Trust or the Fund agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Fund pursuant to Rule 12b-1 under the 1940 Act.

Allocation of Expenses. The Manager shall(1) Subject to approval of this Agreement by a majority of the outstanding voting securities of the Company, at the Adviser agrees to cause payment or reimbursement to the Company for all its own expenseexpenses during the period of this Agreement except: (a) fees payable to the Adviser for its services under this Agreement; (b) all taxes of any kind paid by the Company; (c) all custodian or trustee fees, provide office spacecosts and expenses; (d) costs and expenses in connection with the auditing and certification of the records and accounts of the Company by the Company's Independent certified public accountants; (e) brokerage commissions and charges including transfer taxes and similar taxes, facilitiesincurred in acquiring and disposing of portfolio securities; (f) costs of obtaining and printing stock certificates, equipmentreports to shareholders, notices, proxies, proxy statements, and personnel also the cost of envelopes in which such are to be mailed; provided, however, that the Adviser shall receive no compensation for the performance use of its functions hereunder facilities or personnel in connection with the preparation and shall pay all compensation distribution of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund agrees to bear the costs of preparing and setting in type its prospectuses, statements of additional information and reports to its shareholdersshareholders or the preparation and distribution of proxy material for the Company, 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be pay the fees of its counsel for services rendered in such connection; (g) postage on all communications, notices and statements to brokers, dealers, and the Company's shareholders; (h) fees paid by to directors who are not "affiliated persons" of the Fund, including, but not limited to Adviser; (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter all fees and expenses of independent legal counsel for the Company; (j) all its Trusteesstock exchange listing expenses; (k) the cost of insurance authorized by the Board or required of the Company by law; and (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viil) expenses incident which from time to time may be designated as extraordinary" by a resolution adopted by a majority of the directors of the Company who are not "interested persons" of the Adviser. (2) Notwithstanding any other provisions of this Agreement, including the provisions of paragraph 6 of Part Two and paragraph I of Part four hereof, the Adviser shall not be responsible for payment or reimbursement of any expenses incurred by the Company during the interim period unless and until Advisory Fees for such period shall have been paid to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trustees.Adviser. PART FIVE

Allocation of Expenses. The Manager shallexpenses of the Portfolios and the expenses of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company in performing its functions under this Agreement shall be divided into two classes, at its own expense, provide office space, facilities, equipmentto wit: (i) those expenses which will be paid in full by ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company as set forth in subparagraph "A" hereof, and personnel for (ii) those expenses which will be paid in full by the performance Portfolios, as set forth in subparagraph "B" hereof. A. With respect to the duties of its functions hereunder and ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company under Section II above, it shall pay in full, 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 compensation of Trustees, officers, and employees of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company 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. ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company shall compensate each of the Portfolios' Sub-Advisers, if any. In addition, ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company shall pay the fees and expenses of all directors of Fund who are employees of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company or an affiliated corporation and the salaries and employment benefits of all officers of Fund who are affiliated persons of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company. B. The Portfolios shall pay in full for all of their expenses which are not listed above (other than those assumed by ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company or one of its affiliates in its capacity as principal underwriter of the Manager. The Fund agrees to bear shares of the Portfolios, as Shareholder Servicing Agent or as Accounting Services Agent for the Portfolios), including (a) the costs of preparing and setting in type its prospectuses, statements of additional information printing prospectuses and reports to its shareholdersshareholders of the Portfolios, and including mailing costs; (b) the costs of printing or otherwise producing all proxy statements and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All all other costs and expenses not expressly assumed by of meetings of shareholders of the Manager under this sub-section or Portfolios (unless Fund and ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company shall otherwise by the Manageragree); (c) interest, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundtaxes, includingbrokerage 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 limited to (i) interest and taxesof attorneys who are employees of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company or an affiliated company; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter fees and expenses of all its Trusteesdirectors not affiliated with ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc.; (v) legal and audit expenses; (vif) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viig) expenses incident to fees payable by the issuance Portfolios under the Securities Act of its shares (including issuance on 1933, the payment ofInvestment Company Act of 1940, and the securities or reinvestment of, dividends)"Blue-Sky" laws of any jurisdiction; (viiih) fees and expenses incident to the registration under Federal or State securities laws assessments of the Fund Investment Company Institute or its sharesany successor organization; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting the Portfolios, and any indemnification by the Portfolios of its officers, directors, employees and agents with respect thereto; (j) the costs and expenses 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 shall, in the first instance, be paid by ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company, the Portfolios shall pay the same to ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company on presentation of a statement with respect thereto. ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company, or an affiliate of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company, may also act as (i) 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" and/or "Accounting Services Agreement," covering such functions between the Portfolios and ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company, or such affiliate. The corporation, whether ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company, 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 legal obligations Agent may be entered into, only if the terms of such Agreement, such amendment or such new agreement have been approved by the Board of Directors of Fund, including the vote of a majority of the directors who are not "interested persons" as defined in the Investment Company Act of 1940, of either party to the Agreement, such amendment or such new agreement (considering ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company to be such a party even if at the time in question the Agent is an affiliate of ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company), 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 Agent at any time without penalty upon giving Fund one hundred twenty (120) days' written notice (which notice may have to indemnify its officers be waived by Fund) and Trusteesmay 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 the Portfolios.

Allocation of Expenses. The expenses of the Corporation and the expenses of the Manager shallin performing its functions under this Agreement shall be divided into two classes, at its own expense, provide office space, facilities, equipmentto wit: (i) those expenses which will be paid in full by the Manager as set forth in subparagraph "A" hereof, and personnel for (ii) those expenses which will be paid in full by each Fund, as set forth in subparagraph "B" hereof. A. With respect to the performance duties of its functions hereunder and the Manager under Section II above, it shall pay in full, 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 compensation of Trustees, officers, and employees of the Fund Manager 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, the Manager shall pay the fees and expenses of all directors of the Corporation who are employees of the Manager or an affiliated corporation and the salaries and employment benefits of all officers of the Corporation who are affiliated persons of the Manager. . B. The Fund agrees to bear Funds shall pay in full for all of their respective expenses which are not listed above (other than those assumed by the Manager or its affiliates in their respective capacities as principal underwriter of the shares of each of the Funds, as Shareholder Servicing Agent or as Accounting Services Agent for Funds), including (a) the costs of preparing and setting in type its prospectuses, statements of additional information printing prospectuses and reports to its shareholders, and shareholders of the Funds including mailing costs; (b) the costs of printing or otherwise producing all proxy statements and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All all other costs and expenses not expressly assumed by of meetings of shareholders of the Funds (unless the Corporation and the Manager under this sub-section or shall otherwise by the Manageragree); (c) interest, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundtaxes, includingbrokerage 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 limited to (i) interest and taxesof attorneys who are employees of the Manager or an affiliated company; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation fees and expenses of its Trustees other than those directors not affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trusteesaffiliates; (v) legal and audit expenses; (vif) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viig) expenses incident to fees payable by the issuance Corporation and/or the Funds under the Securities Act of its shares (including issuance on 1933, the payment of, 1940 Act and the securities or reinvestment of, dividends)"Blue-Sky" laws of any jurisdiction; (viiih) fees and expenses incident to the registration under Federal or State securities laws assessments of the Fund Investment Company Institute or its sharesany successor organization; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting the Corporation and/or the Funds and any indemnification by the Corporation of its officers, directors, employees and agents with respect thereto; (j) the costs and expenses 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 shall, in the first instance, be paid by the Manager, a Fund shall pay the same to the Manager on presentation of a statement with respect thereto. C. The Manager, or an affiliate of the Manager, may also act as (i) transfer agent or shareholder servicing agent of each Fund of the Corporation and/or as (ii) accounting services agent of each Fund 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 the Manager or such affiliate. The corporation, whether the Manager 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 may 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 Board of Directors of the Corporation, including the vote of a majority of the directors who are not "interested persons" as defined in the 1940 Act, of either party to the Agreement, such amendment or such new agreement (considering the Manager to be such a party even if at the time in question the Agent is an affiliate of the Manager), 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 each Fund and its shareholders; (ii) the legal obligations 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 each Fund; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the Fund 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 have to indemnify its officers 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 or series of the Corporation. Any such Agreement shall also provide in substance that it may be terminated by the Agent 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 Trusteesmay 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 ▇▇▇▇ ▇▇▇) of the outstanding shares of each class or series of the Corporation.

Allocation of Expenses. The Manager shallAdviser shall furnish the Fund, at its own the Adviser's expense, provide all office space, facilities, equipmentequipment and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser shall supply, or cause to be supplied, to any sub-adviser, administrator or principal underwriter of the Fund 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 personnel for the performance of its functions hereunder and shall Fund. The Adviser will also pay all compensation of the Fund's officers, employees, and Trustees, officersif any, and employees of the Fund who are affiliated persons of the ManagerAdviser. The Fund 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 Manager Adviser under this Agreement or by such sub-section or otherwise by the Manageradviser, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its Trustees other than those affiliated with the Manager Adviser or such sub-adviser, administrator or principal underwriter and expenses of all its Trusteesunderwriter; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; and (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trustees.

Allocation of Expenses. The Manager shallexpenses of United and the expenses of ▇▇▇▇▇▇▇ & ▇▇▇▇, at Inc., in performing its own expensefunctions under this Agreement shall be divided into two classes, provide office spaceto wit: (i) those expenses which will be paid in full by ▇▇▇▇▇▇▇ & ▇▇▇▇, facilitiesInc., equipmentas set forth in subparagraph "A" hereof, and personnel for (ii) those expenses which will be paid in full by United, as set forth in subparagraph "B" hereof. A. With respect to the performance duties of its functions hereunder and ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., under Section II above, it shall pay in full, 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 compensation of Trustees, officers, and employees of ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc. 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, ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., shall pay the Fund fees and expenses of all directors of United who are affiliated with ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., or an affiliated corporation and the salaries and employment benefits of all officers of United who are affiliated persons of the Manager. The Fund agrees to bear ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc. B. United shall pay in full for all of its expenses which are not listed above (other than those assumed by ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., or its affiliates in its capacity as Accounting Services Agent for United), including (a) the costs of preparing and setting in type its prospectuses, statements of additional information printing prospectuses and reports to its shareholders, and shareholders of United including mailing costs; (b) the costs of printing or otherwise producing all proxy statements and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All all other costs and expenses not expressly assumed by the Manager under this sub-section or otherwise by the Managerof meetings of shareholders of United; (c) interest, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundtaxes, includingbrokerage 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 limited to (i) interest and taxesof attorneys who are employees of ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc.; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter fees and expenses of all its Trusteesdirectors not affiliated with ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc.; (v) legal and audit expenses; (vif) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viig) expenses incident to fees payable by United under the issuance Securities Act of its shares (including issuance on 1933, the payment ofInvestment Company Act of 1940, and the securities or reinvestment of, dividends)"Blue-Sky" laws of any jurisdiction; (viiih) fees and expenses incident to the registration under Federal or State securities laws assessments of the Fund Investment Company Institute or its sharesany successor organization; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiii) such non-non recurring or extraordinary expenses as may arise, including litigation affecting United and any indemnification by United of its officers, directors, employees and agents with respect thereto; (j) the Fund costs and expenses 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 shall, in the first instance, be paid by ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., United shall pay the same to ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., on presentation of a statement with respect thereto. ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., or an affiliate of ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., may also act as (i) transfer agent or shareholder servicing agent of United and/or as (ii) accounting services agent of United if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between United and ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., or such affiliate. The corporation, whether ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., or its affiliate, which is the party to such Agreement with United is referred to as the "Agent." Each such Agreement shall provide in substance that it shall not go into effect, or may be amended, or a new agreement covering the same topics between United and the legal obligations Agent may be entered into only if the terms of such Agreement, such amendment or such new agreement have been approved by the Board of Directors of United, including the vote of a majority of the directors who are not "interested persons" as defined in the Investment Company Act of 1940, of either party to the Agreement, such amendment or such new agreement (considering ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., to be such a party even if at the time in question the Agent is an affiliate of ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc.), 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 Fund 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 United 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 United; (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 have to indemnify its officers 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 of United. Any such Agreement shall also provide in substance that it may be terminated by the Agent at any time without penalty upon giving United one hundred twenty (120) days' written notice (which notice may be waived by United) and Trusteesmay be terminated by United 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 United shall be directed or approved by the vote of a majority of the Board of Directors of United 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 of United.

Allocation of Expenses. The Manager Management Corporation shall at its expense provide all executive, administrative and clerical personnel as shall be required to provide effective administration for the Fund, including the compilation and maintenance of records with respect to its operations as may reasonably be required; the preparation and filing of such reports with respect thereto as shall be required by rules or regulations promulgated by the Securities and Exchange Commission; the composition of registration statements required by Federal securities laws for continuous public sale of shares of the Fund; composition of periodic reports with respect to its operations for the shareholders of the Fund; and composition of proxy materials for meetings of the Fund's shareholders. The Management Corporation shall, at its own cost and expense, also provide the Fund with adequate office space, facilities and equipment. The Management Corporation shall, at its own expense, provide office space, facilities, equipment, and personnel such officers for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of Fund as the Fund who are affiliated persons of the Manager. The Fund 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 shareholdersFund's Board may request. All other costs and expenses not expressly assumed by the Manager Management Corporation under this sub-section Agreement, or otherwise to be paid by the ManagerGeneral Distributor of the shares of the Fund, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions, if any; (iii) insurance premiumspremiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its Trustees other than those associated or affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesManagement Corporation; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares (including issuance against payment therefor by or on behalf of the payment of, or reinvestment of, dividends)subscribers thereto; (viiiix) fees and expenses expenses, other than as hereinabove provided, incident to the registration under Federal or and State securities laws of shares of the Fund or its sharesfor public sale; (ixx) expenses of preparing, printing and mailing reports and notices reports, notices, and proxy material to shareholders of the Fund; (xxi) except as noted above, all other expenses incidental to holding regular annual meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such extraordinary non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for obligation which the Fund may have to indemnify its officers and TrusteesTrustees with respect thereto.

Allocation of Expenses. The Manager shallexpenses of the Funds and the expenses of IICO in performing its functions under this Agreement shall be divided into two classes, at its own expense, provide office space, facilities, equipmentto wit: (i) those expenses which will be paid in full by IICO as set forth in subparagraph “A” hereof, and personnel for (ii) those expenses which will be paid in full by the performance Funds, as set forth in subparagraph “B” hereof. A. With respect to the duties of its functions hereunder and IICO under Section II above, it shall pay in full, 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 compensation of Trustees, officers, and employees of 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. IICO shall compensate each of the Fund Funds’ Sub-Advisers, if any. In addition, IICO shall pay the fees and expenses of all trustees of the Trust who are employees of IICO or an affiliated corporation and the salaries and employment benefits of all officers of the Trust who are affiliated persons of IICO. B. The Funds shall pay in full for all of their expenses which are not listed above (other than those assumed by IICO or one of its affiliates in its capacity as principal underwriter of the Manager. The Fund agrees to bear shares of the Funds, as Shareholder Servicing Agent or as Accounting Services Agent for the Funds), including (a) the costs of preparing and setting in type its prospectuses, statements of additional information printing prospectuses and reports to its shareholdersshareholders of the Funds, and including mailing costs; (b) the costs of printing or otherwise producing all proxy statements and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All all other costs and expenses not expressly assumed by of meetings of shareholders of the Manager under this sub-section or Funds (unless the Trust and IICO shall otherwise by the Manageragree); (c) interest, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundtaxes, includingbrokerage 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 limited to (i) interest and taxesof attorneys who are employees of IICO or an affiliated company; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter fees and expenses of all its Trusteestrustees not affiliated with Ivy Funds Distributor, Inc.; (v) legal and audit expenses; (vif) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viig) expenses incident to fees payable by the issuance Funds under the Securities Act of its shares (including issuance on 1933, the payment ofInvestment Company Act of 1940, and the securities or reinvestment of, dividends)“Blue-Sky” laws of any jurisdiction; (viiih) fees and expenses incident to the registration under Federal or State securities laws assessments of the Fund Investment Company Institute or its sharesany successor organization; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting the Funds, and any indemnification by the Trust of its officers, trustees, employees and agents with respect thereto; (j) the costs and expenses 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 shall, in the first instance, be paid by IICO, the Funds 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 the Funds and/or as (ii) accounting services agent of the Funds if at the time in question there is a separate agreement, “Shareholder Servicing Agreement” and/or “Accounting Services Agreement,” covering such functions between the Funds and IICO, or such affiliate. The corporation, whether IICO, 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 legal obligations Agent may be entered into, only if the terms of such Agreement, such amendment or such new agreement have been approved by the Board of Trustees of the Trust, including the vote of a majority of the trustees who are not “interested persons” as defined in the Investment Company Act of 1940, 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 Fund 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 the Funds 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 Funds; (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 have to indemnify its officers also provide in substance that any disinterested trustee 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 Funds. Any such Agreement shall also provide in substance that it may be terminated by the Agent at any time without penalty upon giving the Trust one hundred twenty (120) days’ written notice (which notice may be waived by the Trust) and Trusteesmay be terminated by the Trust 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 Trust shall be directed or approved by the vote of a majority of the Board of Trustees of the Trust 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 Funds.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, All other costs and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees expenses of the Fund who are affiliated persons of the Manager. The Fund 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 Manager OFI under this sub-section Agreement, or otherwise to be paid by the ManagerDistributor of the shares of the Fund, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to to: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiumspremiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its Trustees trustees other than those associated or affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesOFI; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares (against payment therefor by or on behalf of the subscribers thereto including issuance on without limitation the payment of, or reinvestment of, dividends)cost of share certificates; (viiiix) fees and expenses expenses, other than as hereinabove provided, incident to the registration under Federal or State law of shares of the Fund for public sale and for qualifying additional shares of the Fund for sale under the securities laws of the Fund or its sharesvarious states after the initial registration of the Fund's shares in such states; (ixx) expenses of preparing, printing and mailing reports and reports, notices and proxy material materials to shareholders of the Fund; (xxi) except as noted above, all other expenses incidental to holding meetings of the Fund's shareholders; (xixii) expenses incurred in connection with the valuation of keeping portfolio securities and the Fund's accounting records including the computation calculation of its net asset value per share and value; (xiii) membership dues in the dividendsInvestment Company Institute or any similar organization; and (xiixiv) such extraordinary non-recurring expenses as may arise, including litigation litigation, affecting the Fund and the any legal obligations for obligation which the Fund may have to indemnify its officers and Trusteestrustees with respect thereto. Any officers or employees of OFI or any entity controlling, controlled by or under common control with OFI who also serve as officers, trustees or employees of the Fund shall not receive any compensation from the Fund for their services. 5.

Allocation of Expenses. The Manager shallAdvisor agrees that it will furnish the Company, at its own the Advisor’s expense, provide with all office space, space and facilities, equipment, and equipment and clerical personnel necessary for the performance of carrying out its functions hereunder and shall duties under this Agreement. The Advisor will also pay all compensation of Trusteesall Directors, officers, officers and employees of the Fund Company who are affiliated persons of the Manager. The Fund 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 shareholdersAdvisor. All costs and expenses not expressly assumed by the Manager Advisor under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Agreement shall be paid by the FundCompany, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its Trustees Directors other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesAdvisor; (v) legal and audit expenses; (vi) custodian fees and transfer agentexpenses of the Funds’ administrator, or custodian, shareholder servicing or transfer agent and accounting and/or pricing services agent, fees and expenses; (vii) expenses incident to the issuance of its shares, including stock certificates and issuance of shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal federal or State state securities laws of the Fund Funds or its their shares; (ix) expenses of preparing, printing and mailing reports and notices and notices, proxy material and prospectuses to shareholders of the FundFunds; (x) all other expenses incidental to holding meetings of the Fund's Funds’ shareholders; (xi) expenses dues or assessments of keeping or contributions to the Fund's accounting records including the computation of net asset value per share and the dividendsInvestment Company Institute or any successor or other industry association; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund Company and the legal obligations for which the Fund Company may have to indemnify its officers and TrusteesDirectors with respect thereto; and (xiii) all expenses which the Company or a Fund agrees to bear in any distribution agreement or in any plan adopted by the Company and/or a Fund pursuant to Rule 12b-1 under the 1940 Act.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 prospectusespro­spectuses, statements of additional information and reports as are sent to its shareholders. All costs and expenses not expressly ex­pressly assumed by the Manager under this sub-section or otherwise other­wise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) expenses of portfolio pricing and keeping the Fund’s accounting records including the computation of net asset value per share and the dividends; (v) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trustees; (vvi) legal and audit expenses; (vivii) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viiviii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viiiix) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ixx) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (xxi) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trustees.

Allocation of Expenses. The Manager Sub-Adviser shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the ManagerSub-Adviser. The In the event of the termination of the Advisory Agreement, the Sub-Adviser shall assume the payment of expenses paid by the investment adviser under the Advisory Agreement, and in connection therewith, the Fund agrees to as follows: the Fund shall 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 Manager Sub- Adviser under this sub-section or otherwise by the ManagerSub- Adviser, administrator or principal underwriter or by any Sub-Adviser other investment adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its Trustees other than those affiliated with the Manager Sub-Adviser or such adviser, administrator or principal underwriter and expenses of all its Trusteesunderwriter; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; and (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trustees.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay will bear all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 of its employees and overhead incurred by it in connection with its duties hereunder except as noted in Section 5 below. All other expenses (other than those to be paid by the Manager Fund’s distributor under this sub-section or otherwise by the Managera distribution agreement), administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to to: (ia) interest expense, taxes and taxes; governmental fees; (iib) brokerage commissions; commissions and other expenses incurred in acquiring or disposing of the Fund’s securities and commodities holdings; (iiic) insurance premiums; premiums for fidelity and other coverage requisite to the Fund’s operations; (ivd) compensation fees of its the Trustees other than those affiliated who are interested persons of the Fund and out-of-pocket travel expenses for all Trustees and other expenses incurred by the Fund in connection with the Manager or such adviserTrustees’ meetings; (e) outside legal, administrator or principal underwriter and expenses of all its Trustees; (v) legal accounting and audit expenses; ; (vif) custodian custodian, dividend disbursing, and transfer agent, or shareholder servicing agent, agent fees and expenses; ; (viig) expenses incident to in connection with the issuance issuance, offering, sale or underwriting of its shares securities issued by the Fund, including preparation of stock certificates; (including issuance on the payment of, or reinvestment of, dividends); (viiih) fees and expenses expenses, other than as hereinabove provided, incident to the registration under Federal or State securities laws qualification of the Fund or its shares; Fund’s shares for sale with the Commission and in various states and foreign jurisdictions; (ixi) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; ’s shareholders; (xj) all other expenses incidental to holding meetings of the Fund's ’s shareholders; ; (xik) expenses of keeping organizing the Fund's accounting records including the computation of net asset value per share and the dividends; and and (xiil) such extraordinary non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which obligation the Fund may have to indemnify its officers and TrusteesTrustees with respect thereto. Notwithstanding the foregoing, the Manager shall pay all salaries and fees of each of the Fund’s officers and Trustees who are interested persons of the Manager.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay will bear all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 of its employees and overhead incurred by it in connection with its duties hereunder except as noted in Section 5 below. All other expenses (other than those to be paid by the Manager Fund's distributor under this sub-section or otherwise by the Managera distribution agreement), administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to to: (ia) interest expense, taxes and taxes; governmental fees; (iib) brokerage commissions; commissions and other expenses incurred in acquiring or disposing of the Fund's securities and commodities holdings; (iiic) insurance premiums; premiums for fidelity and other coverage requisite to the Fund's operations; (ivd) compensation fees of its the Trustees other than those affiliated who are interested persons of the Fund and out-of-pocket travel expenses for all Trustees and other expenses incurred by the Fund in connection with the Manager or such adviserTrustees' meetings; (e) outside legal, administrator or principal underwriter and expenses of all its Trustees; (v) legal accounting and audit expenses; ; (vif) custodian custodian, dividend disbursing, and transfer agent, or shareholder servicing agent, agent fees and expenses; ; (viig) expenses incident to in connection with the issuance issuance, offering, sale or underwriting of its shares securities issued by the Fund, including preparation of stock certificates; (including issuance on the payment of, or reinvestment of, dividends); (viiih) fees and expenses expenses, other than as hereinabove provided, incident to the registration under Federal or State securities laws qualification of the Fund or its shares; Fund's shares for sale with the Commission and in various states and foreign jurisdictions; (ixi) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; 's shareholders; (xj) all other expenses incidental to holding meetings of the Fund's shareholders; (xik) expenses of keeping organizing the Fund's accounting records including the computation of net asset value per share and the dividends; and and (xiil) such extraordinary non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which obligation the Fund may have to indemnify its officers and TrusteesTrustees with respect thereto. Notwithstanding the foregoing, the Manager shall pay all salaries and fees of each of the Fund's officers and Trustees who are interested persons of the Manager.

Allocation of Expenses. The Manager shallexpenses of United and the expenses of Waddell & Reed, at Inc., in performing its own expensefunctions under this Agree▇▇▇▇ ▇▇all ▇▇ divided into two classes, provide office spaceto wit: (i) those expenses which will be paid in full by Waddell & Reed, facilitiesInc., equipmentas set forth in subparagraph "A" hereof, and personnel for (▇▇) ▇hos▇ ▇▇penses which will be paid in full by United, as set forth in subparagraph "B" hereof. A. With respect to the performance duties of its functions hereunder and Waddell & Reed, Inc., under Section II above, it shall pay in full, ▇▇▇▇▇t a▇ ▇▇ 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 compensation of Trustees, officers, and employees of Waddell & Reed, Inc. who are engaged in providing these advisory s▇▇▇▇▇▇▇; (▇) ▇dequate office space and suitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. In addition, Waddell & Reed, Inc., shall pay the Fund fees and expenses of all direc▇▇▇▇ ▇▇ Un▇▇▇▇ who are employees of Waddell & Reed, Inc., or an affiliated corporation and the salarie▇ ▇▇▇ ▇mpl▇▇▇▇nt benefits of all officers of United who are affiliated persons of the Manager. The Fund agrees to bear Waddell & Reed, Inc. B. United shall pay in f▇▇▇ ▇▇▇ al▇ ▇▇ its expenses which are not listed above (other than those assumed by Waddell & Reed, Inc., or its affiliates in its capacity as Account▇▇▇ ▇▇▇vic▇▇ ▇gent for United), including (a) the costs of preparing and setting in type its prospectuses, statements of additional information printing prospectuses and reports to its shareholders, and shareholders of United including mailing costs; (b) the costs of printing or otherwise producing all proxy statements and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All all other costs and expenses not expressly assumed by the Manager under this sub-section or otherwise by the Managerof meetings of shareholders of United; (c) interest, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundtaxes, includingbrokerage 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 limited to (i) interest and taxesof attorneys who are employees of Waddell & Reed, Inc.; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter fees and expenses of all its Trusteesdirectors; (vf) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees ▇▇▇▇▇▇▇an ▇▇▇▇ and expenses; (viig) expenses incident to fees payable by United under the issuance Securities Act of its shares (including issuance on 1933, the payment ofInvestment Company Act of 1940, and the securities or reinvestment of, dividends)"Blue-Sky" laws of any jurisdiction; (viiih) fees and expenses incident to the registration under Federal or State securities laws assessments of the Fund Investment Company Institute or its sharesany successor organization; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting United and any indemnification by United of its officers, directors, employees and agents with respect thereto; (j) the Fund costs and expenses of maintaining shareholder records and processing transactions for the issuance and redemption of its shares; and (k) the costs and expenses provided for in any Accounting Services Agreement, including amendments thereto, contemplated by subsection C of this section III. C. Waddell & Reed, Inc., or an affiliate of Waddell & Reed, Inc., ▇▇▇ ▇▇▇▇ ▇ct ▇▇ ▇ccounting services agent of ▇▇▇▇▇▇ if ▇▇ the time in question there is a separate agreement, "Accounting Services Agreement," covering such functions between United and Waddell & Reed, Inc., or such affiliate. The corporation, whether ▇▇▇▇▇▇l & ▇▇▇d, Inc., or its affiliate, which is the party to such ▇▇▇▇▇▇ent ▇▇▇h United is referred to as the "Agent." Any such Agreement shall provide in substance that it shall not go into effect, or may be amended, or a new agreement covering the same topics between United and the legal obligations Agent may be entered into only if the terms of such Agreement, such amendment or such new agreement have been approved by the Board of Directors of United, including the vote of a majority of the directors who are not "interested persons" as defined in the Investment Company Act of 1940, of either party to the Agreement, such amendment or such new agreement (considering Waddell & Reed, Inc., to be such a party even if at the time in qu▇▇▇▇▇▇ the ▇▇▇nt is an affiliate of Waddell & Reed, Inc.), cast in person at a meeting called for the ▇▇▇▇▇▇▇ of ▇▇▇ing on such approval. Such a vote is referrer to as a "disinterested director" vote. Any such Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the Fund 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 United 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 United; (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 have to indemnify its officers 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 of United. Any such Agreement shall also provide in substance that it may be terminated by the Agent at any time without penalty upon giving United one hundred twenty (120) days' written notice (which notice may be waived by United) and Trusteesmay be terminated by United 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 United shall be directed or approved by the vote of a majority of the Board of Directors of United 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 of United.

Allocation of Expenses. (a) The Manager shall at its expense provide all executive, administrative and clerical personnel as shall be required to provide effective corporation administration for the Fund. The Manager shall, at its own cost and expense, also provide the Fund with adequate office space, facilities, equipmentequipment and related services. The Manager is expressly permitted, and personnel at its option, to arrange for the performance provision of its these administrative services and functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 shareholdersby others. All other costs and expenses not expressly assumed by the Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Agreement shall be paid by the Fund, including, but not limited to (i) compilation and maintenance of records with respect to the Fund's operations and the preparation and filing of such reports with respect thereto as shall be required by rules or regulations promulgated by the Securities and Exchange Commission; (ii) the composition, printing and mailing of registration statements and prospectuses required by Federal and state laws for continuous public sale of shares of the Fund; (iii) interest and taxes; (iiiv) brokerage commissionsinsurance premiums for fidelity and other coverage requisite to its operations; (iii) insurance premiums; (ivv) compensation and expenses of its Trustees directors other than those associated or affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesManager; (vvi) legal and audit expenses; (vivii) custodian and transfer agent, or shareholder servicing agent, agent fees and expenses, costs of stockholders services and brokerage commissions, if any, (viii) expenses incident to the redemption of its shares; (viiix) expenses incident to the issuance of its shares (including issuance against payment therefor by or on behalf of the payment of, or reinvestment of, dividends)subscribers thereto; (viiix) fees and expenses expenses, other than as hereinabove provided, incident to the registration registration, under Federal or State and state securities laws laws, of shares of the Fund or its sharesfor public sale; (ixxi) expenses of preparingcomposition, printing and mailing periodic reports with respect to its operations and notices and proxy material materials to shareholders stockholders of the Fund; (xxii) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividendsstockholders; and (xiixiii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for obligation which the Fund may have to indemnify its directors, officers and Trusteesothers.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trustees; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trustees.

Allocation of Expenses. The Manager shallDess▇▇▇▇ ▇▇▇ees that it will furnish the Fund, at its own expense, provide all office space, space and facilities, equipment, equipment and clerical personnel necessary for carrying out its duties under this Agreement. Dess▇▇▇▇ ▇▇▇ees that it will supply to the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees Administrator of the Fund who are affiliated persons all necessary financial information in connection with the Administrator's duties under any agreement between the Administrator and the Fund on behalf of the ManagerFund. The Fund agrees All costs and expenses associated with any administrative functions delegated by Dess▇▇▇▇ ▇▇ the Administrator that are not pursuant to bear any agreement between the costs of preparing and setting in type its prospectuses, statements of additional information and reports to its shareholders, Administrator and the costs of printing Fund or otherwise producing and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholdersDess▇▇▇▇ ▇▇▇ the Fund will be paid by Dess▇▇▇▇. All ▇▇l other costs and expenses not expressly assumed by the Manager under Dess▇▇▇▇ ▇▇▇er this sub-section or otherwise Agreement, by the Manager, administrator or principal underwriter Adviser under its Investment Advisory Agreement with the Fund or by any Sub-Adviser the Administrator under the Administration Agreement between it and the Fund on behalf of the Fund shall be paid by the Fund from the assets of the Fund, including, but not limited to (i) fees paid to Dess▇▇▇▇, ▇▇e Adviser and the Administrator; (ii) interest and taxes; (iiiii) brokerage commissions; (iiiiv) insurance premiums; (ivv) compensation and expenses of its Trustees the trustees other than those affiliated with Dess▇▇▇▇, ▇▇e Adviser or the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesAdministrator; (vvi) legal legal, accounting and audit expenses; (vivii) custodian fees and expenses of any transfer agent, distributor, registrar, dividend disbursing agent or shareholder servicing agent, fees and expensesagent of the Fund; (viiviii) expenses expenses, including clerical expenses, incident to the issuance issuance, redemption or repurchase of its shares (of the Fund, including issuance on the payment of, or reinvestment of, dividends); (viiiix) fees and expenses incident to the registration under Federal or State state securities laws of the Fund or its shares; (ixx) expenses of preparing, setting in type, printing and mailing prospectuses, statements of additional information, reports and notices and proxy material to shareholders of the Fund; (xxi) all other expenses incidental to holding meetings of the Fund's trustees and shareholders; (xixii) expenses connected with the execution, recording and settlement of portfolio securities transactions; (xiii) fees and expenses of the Fund's custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; (xiv) expenses of keeping the Fund's accounting records including the computation of calculating net asset value per share and of the dividendsshares of the Fund; (xv) industry membership fees allocable to the Fund; and (xiixvi) such non-recurring extraordinary expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its the officers and Trusteesdirectors with respect thereto.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 of the Fund not expressly assumed by the Manager OFI under this sub-section or otherwise by the ManagerAgreement, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to to: (i) interest and taxescommitment fees on loan and debit balances; (ii) brokerage commissionscommissions and other expenses incurred in acquiring or disposing of the portfolio securities and other investments of the Fund; (iii) insurance premiumsborrowing charges on securities hold short; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trusteescustodial fees; (v) legal and audit expensesmargin fees; (vi) custodian transfer taxes and transfer agent, or shareholder servicing agent, fees and expensespremiums; (vii) expenses incident to the issuance of its shares (including issuance taxes withheld on the payment of, or reinvestment of, foreign dividends); (viii) fees and expenses incident to the operation and registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (ix) offering costs, (x) costs of compliance with Federal and state securities; (xi) all other costs and expenses incidental associated with the organization and operation of separate investment funds managed by portfolio managers retained by the Fund; (xii) all expenses incident to holding meetings of the Board and Members, including costs associated with the preparation and dissemination of proxy materials;(xiii) the fees and disbursements of Fund counsel and counsel to the Managers who are not "interested persons," as defined by the Investment Company Act and the rules thereunder, of the Fund, independent accountants for the Fund and other consultants and professionals engaged on behalf of the Fund; (xiv) fees payable to custodians and other persons providing administrative services to the Fund; (xv) insurance premiums for fidelity and other coverage requisite to the Fund's shareholdersoperations; (xixvi) expenses of keeping the Fund's accounting records including the computation of net asset value per share printing and the dividendsdistributing reports and notices to Members and proxy materials; and (xii) such extraordinary non-recurring expenses as may arise, including litigation litigation, affecting the Fund and the any legal obligations for obligation as to which the Fund may have be required to indemnify its any Manager or other person. Any officers and Trusteesor employees of OFI (or any entity controlling, controlled by, or under common control with OFI) who may also serve as officers, Managers or employees of the Fund shall not receive any compensation from the Fund for their services.

Allocation of Expenses. The Manager shallAdviser agrees that it will furnish the Fund, at its own the Adviser's expense, provide all office space, facilities, equipmentequipment and clerical personnel necessary for 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 Fund 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 personnel for the performance of its functions hereunder and shall Business Trust. The Adviser will also pay all compensation of the Fund's officers, employees, and Trustees, officersif any, and employees of the Fund who are affiliated persons of the ManagerAdviser. The Fund 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 Manager Adviser under this Agreement or by such sub-section or otherwise by the Manageradviser, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its Trustees other than those affiliated with the Manager Adviser or such sub-adviser, administrator or principal underwriter and expenses of all its Trusteesunderwriter; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; and (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund Business Trust may have to indemnify its officers and Trustees.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 of the Fund not expressly assumed by the Manager OFI under this sub-section or otherwise by the ManagerAgreement, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to to: (i) interest and taxes; (ii) brokerage commissionscommissions and other expenses incurred in acquiring or disposing of the portfolio securities and other investments of the Fund; (iii) insurance premiumspremiums for fidelity and other coverage requisite to the Fund's operations; (iv) compensation fees of its Trustees other than those affiliated with the Manager persons serving on the Board ("Managers") who are not officers or such adviseremployees of OFI or of any affiliate of OppenheimerFunds Distributor, administrator or principal underwriter and expenses of all its TrusteesInc.; (v) the fees and disbursements of legal counsel to the Fund and audit expensescounsel to the Managers who are not "interested persons," as defined by the Investment Company Act and the rules thereunder, of the Fund; (vi) custodian accounting and transfer agent, or shareholder servicing agent, audit fees and expenses; (vii) custodian and administrative fees and expenses; (viii) expenses incident to the repurchase of membership interests in the Fund ("Interests") from Members; (ix) expenses incident to the issuance of its shares (including issuance Interests against payment therefor by or on behalf of the payment of, or reinvestment of, dividends)investors; (viiix) fees and expenses incident to the registration under Federal or State and state securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholdersInterests for public sale; (xi) expenses of keeping printing and mailing prospectuses, reports and notices to Members and proxy materials; (xii) all expenses incident to holding meetings of the Fund's accounting records including the computation of net asset value per share Board and the dividendsMembers; and (xiixiii) such extraordinary non-recurring expenses as may arise, including litigation litigation, affecting the Fund and the any legal obligations for obligation as to which the Fund may have be required to indemnify its any Manager or other person. Any officers and Trusteesor employees of OFI (or any entity controlling, controlled by, or under common control with OFI) who may also serve as officers, Managers or employees of the Fund shall not receive any compensation from the Fund for their services.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay will bear all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 of its employees and overhead incurred by it in connection with its duties hereunder except as noted in Section 5 below. All other expenses (other than those to be paid by the Manager Fund's distributor under this sub-section or otherwise by the Managera distribution agreement), administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to to: (ia) interest expense, taxes and taxes; governmental fees; (iib) brokerage commissions; commissions and other expenses incurred in acquiring or disposing of the Fund's securities and commodities holdings; (iiic) insurance premiums; premiums for fidelity and other coverage requisite to the Fund's operations; (ivd) compensation fees of its the Trustees other than those affiliated who are interested persons of the Fund and out-of-pocket travel expenses for all Trustees and other expenses incurred by the Fund in connection with the Manager or such adviserTrustees' meetings; (e) outside legal, administrator or principal underwriter and expenses of all its Trustees; (v) legal accounting and audit expenses; ; (vif) custodian custodian, dividend disbursing, and transfer agent, or shareholder servicing agent, agent fees and expenses; ; (viig) expenses incident to in connection with the issuance issuance, offering, sale or underwriting of its shares securities issued by the Fund, including preparation of stock certificates; (including issuance on the payment of, or reinvestment of, dividends); (viiih) fees and expenses expenses, other than as herein above provided, incident to the registration under Federal or State securities laws qualification of the Fund or its shares; Fund's shares for sale with the Commission and in various states and foreign jurisdictions; (ixi) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; 's shareholders; (xj) all other expenses incidental to holding meetings of the Fund's shareholders; ; (xik) expenses of keeping organizing the Fund's accounting records including the computation of net asset value per share and the dividends; and and (xiil) such extraordinary non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which obligation the Fund may have to indemnify its officers and TrusteesTrustees with respect thereto. Notwithstanding the foregoing, the Manager shall pay all salaries and fees of each of the Fund's officers and Trustees who are interested persons of the Manager.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trusteesunderwriter; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trustees.

Allocation of Expenses. The Manager shallexpenses of Advance and the expenses of ACM in performing its functions under this Agreement shall be divided into two classes, at its own expenseto wit: (i) those expenses which will be paid in full by ACM, provide office space, facilities, equipmentas set forth in subparagraph "A" hereof, and personnel for (ii) those expenses which will be paid in full by Advance, as set forth in subparagraph "B" hereof. A. With respect to the performance duties of its functions hereunder and ACM under Section II above, it shall pay in full for (a) the salaries and employment benefits of all compensation of Trustees, officers, and employees of ACM who are engaged in providing these services, (b) adequate office space and suitable office equipment for such employees, (c) all telephone and postage costs relating to such functions and (d) the Fund fees and expenses of any sub advisor appointed pursuant to the provisions of paragraph (D) of Section II of this Agreement. In addition, if requested by Advance, ACM shall pay the fees and expenses of all directors of Advance who are employees of ACM or an affiliated corporation and the salaries and employment benefits of all officers or employees of Advance who are affiliated persons of the Manager. The Fund agrees to bear the costs ACM. B. Advance shall pay in full for all of preparing and setting its expenses which are not listed above (other than those assumed by ACM or its affiliates in type its prospectuses, statements of additional information and reports to its shareholders, and their capacity as Administrator for Advance) including (a) the costs of printing or otherwise producing and distributing those copies of such prospectuses, statements of additional information prospectuses and reports as are sent to its shareholders. All shareholders of Advance; (b) the costs of printing all proxy statements and all other costs and expenses not expressly assumed by the Manager under this sub-section or otherwise by the Managerof meetings of shareholders of Advance except preparation of proxy statements and mailing costs; (c) interest, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundtaxes, includingbrokerage commissions and premiums on fidelity insurance; (d) audit fees and expenses of independent accountants and legal fees and expenses of attorneys, but not limited to (i) interest and taxesof attorneys who are employees of ACM; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter fees and expenses of all its Trusteesdirectors, but not of directors who are employees of ACM; (v) legal and audit expenses; (vif) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viig) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends)transfer agency fees and expenses; (viiih) fees payable by Advance under the Securities Act of 1933, the Investment Company Act of 1940, and the securities or "Blue Sky" laws of any jurisdiction; (i) fees and expenses incident to the registration under Federal or State securities laws assessments of the Fund Investment Company Institute or its sharesany successor organization; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiij) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting Advance and any indemnification by Advance of its officers, directors, employees and agents with respect thereto; (k) the Fund costs and expenses provided for in any Administration Agreement, including amendments thereto, contemplated by subsection C of this section III; and (l) the costs and expenses provided for in any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940. In the event that any of the foregoing shall, in the first instance, be paid by ACM, Advance shall pay the same to ACM on presentation of a statement with respect thereto. C. ACM or an affiliate of ACM may also act as administrator of Advance if at the time in question there is a separate agreement ("Administration Agreement") covering such functions between Advance and ACM or such affiliate. The corporation, whether ACM or its affiliate, which is the party to the Administration Agreement with Advance is referred to as the "Administrator". Each Administration Agreement shall provide in substance that it shall not go into effect, or may be amended, or a new agreement covering the same topics between Advance and the legal obligations Administrator may be entered into only if the terms of such Administration Agreement, such amendment or such new agreement have been approved by the Board of Directors of Advance, including the vote of a majority of the directors who are not "interested persons" as defined in the Investment Company Act of 1940, of either party to the Administration Agreement, such amendment or such new agreement (considering ACM to be such a party even if at the time in question, the Administrator is an affiliate of ACM), 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 Administration Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the Fund 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 Administration Agreement, amendment, new agreement or continuance in question is in the best interests of Advance and its shareholders; (ii) the services to be performed under the Administration Agreement as amended, new agreement or agreement to be continued are services required for the operation of Advance; (iii) the Administrator 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 the light of the usual and customary charges made by others for services of the same nature and quality. Any Administration Agreement may have to indemnify its officers 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 of Advance. Each Administration Agreement shall also provide in substance that it may be terminated by the Administrator at any time without penalty upon giving Advance 120 days' written notice (such notice may be waived by Advance) and Trusteesmay be terminated by Advance at any time without penalty upon giving the Administrator sixty (60) days' written notice (which notice may be waived by the Administrator), provided that such termination of Advance shall be directed or approved by the vote of a majority of the Board of Directors (as defined in or under the Investment Company Act of 1940) of the outstanding shares of each class of Advance.

Allocation of Expenses. The Manager shallAdvisor agrees that it will furnish The Trust, at its own the Advisor's expense, provide with office space, space and facilities, equipment, equipment and clerical personnel necessary for the performance of carrying out its functions hereunder and shall duties under this Agreement. The Advisor will also pay all compensation of any Trustees, officers, officers and employees of of, the Fund Trust who are affiliated persons of the Manager. The Fund 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 shareholdersAdvisor. All operating costs and expenses relating to the Fund not expressly assumed by the Manager Advisor under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Agreement shall be paid by the Trust from the assets of the Fund, including, but ; but-not limited to (iI) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its the Trust's Trustees other than those affiliated with the Manager Advisor or such adviser, administrator or principal underwriter and expenses of all its Trusteesthe Manager; (v) legal and audit expenses; (vi) custodian fees and transfer agentexpenses of the Trust's custodian, or shareholder servicing or transfer agent and accounting services agent, fees and expenses; (vii) expenses incident to the issuance of its shares (the Fund's shares, including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State state securities laws of the Fund Trust or its sharesthe shares of the Fund; (ix) expenses of preparing, printing and mailing reports and report & arid notices and proxy material to shareholders of the FundTrust; (x) all other other, expenses incidental to holding meetings of the FundTrust's shareholders; (xi) expenses dues or assessments of keeping or contributions to the Fund's accounting records including the computation of net asset value per share and the dividendsInvestment Company Institute or any successor; and (xii) such non---recurring expenses as may arise, including litigation affecting the Fund Trust and the legal obligations for which the Fund Trust may have to indemnify its officers and TrusteesTrustees with respect thereto; and (xiii) all expenses which the Trust or the Fund agrees to bear in any distribution agreement or in any plan adopted by the Trust and/or a Fund pursuant to Rule 12b--1 under the Act.

Allocation of Expenses. The Manager shallAdviser agrees that it will furnish each Fund, at its own expense, provide all office space, space and facilities, equipment, equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Adviser agrees that it will supply to any administrator (the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees "Administrator") of the Fund who are affiliated persons Funds all necessary financial information in connection with the Administrator's duties under any agreement between the Administrator and the Trust on behalf of the Manager. The Fund 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 shareholdersFunds. All costs and expenses associated with any administrative functions delegated by the Adviser to the Administrator that are not pursuant to any agreement between the Administrator and a Fund or the Adviser and a Fund will be paid by the Adviser. All other costs and expenses not expressly assumed by the Manager Adviser under this sub-section Agreement or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Administrator under the administration agreement between it and the Trust on behalf of a fund shall be paid by the Fund from the assets in the Fund, including, but not limited to (i) fees paid to the Adviser and the Administrator, (ii) interest and taxes; (iiiii) brokerage commissions; (iiiiv) insurance premiums; (ivv) compensation and expenses of its the Trustees other than those affiliated with the Manager adviser or such adviser, administrator or principal underwriter and expenses of all its Trusteesthe administrator; (vvi) legal legal, accounting and audit expenses; (vivii) custodian fees and expenses of any transfer agent, distributor, registrar, dividend disbursing agent or shareholder servicing agent, fees and expensesagent of the Fund; (viiviii) expenses expenses, including clerical expenses, incident to the issuance issuance, redemption or purchase of its shares (of the Fund, including issuance on the payment of, or reinvestment of, dividends); (viiiix) fees and expenses incident to the registration under Federal or State state securities laws of the Fund or its shares; (ixx) expenses of preparing, setting in type, printing and mailing prospectuses, statements of additional information, reports and notices and proxy material to shareholders of the Fund; (xxi) all other expenses incidental to holding meetings of the Fund's shareholders; (xixii) expenses connected with the execution, recording and settlement of portfolio securities transactions; (xiii) fees and expenses of the Fund's custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; (xiv) expenses of keeping the Fund's accounting records including the computation of calculating net asset value per share and of the dividendsshares of the Fund; (xv) industry membership fees allocable to the fund; and (xiixvi) such non-recurring extraordinary expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its the officers and TrusteesTrustees with respect thereto.

Allocation of Expenses. The Manager shallADVISER agrees that it will furnish the FUND, at its own the ADVISER’s expense, provide with all office space, facilities, equipment, equipment and clerical personnel necessary for the performance of carrying out its functions hereunder and shall duties under this Agreement. The ADVISER will also pay all compensation of Trusteesall Directors, officers, officers and employees of the Fund FUND who are affiliated persons of the Manager. The Fund 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 shareholdersADVISER. All costs and expenses not expressly assumed by the Manager ADVISER under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Agreement shall be paid by the FundFUND, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its Trustees Directors other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesADVISER; (v) independent legal and audit expenses; (vi) custodian fees and expenses of the FUND’s custodian, shareholder servicing or transfer agent, or shareholder servicing and accounting services agent, fees and expenses; (vii) expenses incident to the issuance of its shares, including stock certificates and issuance of shares (including issuance on the payment of, or reinvestment of, of dividends); (viii) fees and expenses incident to the registration under Federal federal or State state securities laws of the Fund FUND or its shares; (ix) FUND or Portfolio organizational expenses; (x) FUND expenses of preparing, printing and mailing reports and notices and notices, proxy material and prospectuses to shareholders of the FundFUND; (xxi) all other expenses incidental to holding meetings of the Fund's FUND’s shareholders; (xixii) expenses dues or assessments of keeping or contributions to the Fund's accounting records including the computation of net asset value per share and the dividendsInvestment Company Institute or any successor or other industry association; and (xiixiii) such non-recurring expenses as may arise, including litigation affecting the Fund FUND and the legal obligations for which the Fund FUND may have to indemnify its officers and TrusteesDirectors with respect thereto; and (xiv) cost of daily valuation of each of the Portfolio’s securities and net asset value per share. Notwithstanding the foregoing, the ADVISER agrees to reimburse the Fund for substantially all of its operating expenses, other than investment advisory fees, brokerage commissions, and any extraordinary items such as litigation expenses or income tax liabilities. The ADVISER may withdraw this undertaking upon 30 days’ written notice to the Fund.

Allocation of Expenses. (a) The Manager shall, at its own expense, provide office space, facilities, equipmentFund shall bear, and personnel for reimburse the performance of its functions hereunder and shall pay Managing Member for, all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund agrees to bear the costs of preparing and setting expenses incurred 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by connection with the Fund, including, including but not limited to the following: (i) interest expenses incurred in connection with (A) forming the Fund and taxes; offering the Interests, including, without limitation, the legal and accounting fees incurred in connection with preparing this Agreement and the Memorandum, (B) operating the day-to-day business of the Fund, including expenses of administration, salaries paid to employees and the cost of maintaining books and records, (C) communicating with Nonmanaging Members and (D) all accounting fees and expenses incurred in connection with the preparation of the annual financial statements and any tax returns required to be filed by the Fund; (ii) brokerage commissions; compensation to be paid to Management as determined from time to time by the Advisory Board in connection with the services provided by Management to the Fund hereunder; (iii) insurance premiums; all taxes payable in respect of the holding of, or dealing with, the investments of the Fund; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter all costs and expenses incurred as a result of all its Trustees; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance termination of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations realization of Fund assets; (v) all taxes or governmental charges, brokerage fees, commissions and other duties, charges or fees arising in connection with the purchase and sale of real estate for the Fund; (vi) any costs and expenses of any litigation involving the Fund and the amount of any judgment or settlement paid in connection therewith, excluding, however, the costs and expenses of any litigation, judgment or settlement in which the conduct of the Managing Member or any member of Management is found to have violated the standard of conduct set forth in Section 6.9; (vii) all costs and expenses incurred in connection with the redemption of a Nonmanaging Member's Interest and such Nonmanaging Member's withdrawal from the Fund which are not borne by such Nonmanaging Member; and (viii) all other extraordinary expenses which may have to indemnify its officers and Trusteesbe incurred by the Fund ((i) through (viii), the "Fund Expenses"). (b) The Managing Member shall bear no Fund Expenses.

Allocation of Expenses. The Manager shall(a) In addition to the fee described in Section 2 hereof, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and each Fund shall pay all compensation its costs and expenses which are not assumed by the Adviser. These Fund expenses include, by way of Trusteesexample, officersbut not by way of limitation, taxes, interest, brokerage fees and commissions, and fees, costs and expenses associated with the following other matters and services: registration and qualification of Great Hall Investment, the Funds and their shares with the Securities and Exchange Commission and the various states; services of custodians, transfer agents, dividend disbursing agents, accounting services agents, shareholder services agents, independent auditors and outside legal counsel; maintenance of corporate existence; preparation, printing and distribution of prospectuses to existing Fund shareholders; services of Great Hall Investment directors who are not employees of the Fund who are affiliated persons Adviser or of the Manager. The principal underwriters of the Funds' shares (the Co-Distributors) or any of their affiliates; directors' and shareholders' meetings, including the printing and mailing of proxy materials; insurance premiums for fidelity and other coverage; issuance and sale of Fund agrees shares (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 extent not expressly assumed borne by the Manager Co-Distributors under this sub-section their agreement or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated agreements with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trustees; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividendsGreat Hall Investment); (viii) fees redemption of Fund shares; printing and expenses incident to the registration under Federal or State securities laws mailing of stock certificates representing shares of the Fund or its sharesFunds; (ix) expenses of preparingassociation membership dues; preparation, printing and mailing of shareholder reports; and portfolio pricing services, if any. (b) The Adviser or the Co-Distributors shall bear all advertising and promotional expenses in connection with the distribution of each Fund's shares, including paying for prospectuses, shareholder reports and notices and proxy material sales literature for new or prospective shareholders. No Fund shall use any of its assets to shareholders finance costs incurred in connection with the distribution of its shares except pursuant to a plan of distribution, if any, adopted pursuant to Rule 12b-1 under the Fund; (x) all other expenses incidental to holding meetings Investment Company Act of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trustees1940.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund Trust who are affiliated persons of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Sub- Adviser shall be paid by the FundTrust, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trusteesunderwriter; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund Trust or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the FundTrust; (x) all other expenses incidental to holding meetings of the FundTrust's shareholders; and (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund Trust and the legal obligations for which the Fund Trust may have to indemnify its officers and Trustees.

Allocation of Expenses. The Manager Management Corporation shall at its expense provide all executive, administrative and clerical personnel as shall be required to provide effective administration for the Fund, including the compilation and maintenance of records with respect to its operations as may reasonably be required; the preparation and filing of such reports with respect thereto as shall be required by rules or regulations promulgated by the Securities and Exchange Commission; the composition of registration statements required by Federal securities laws for continuous public sale of shares of the Fund; composition of periodic reports with respect to its operations for the shareholders of the Fund; and composition of proxy materials for meetings of the Fund's shareholders. The Management Corporation shall, at its own cost and expense, also provide the Fund with adequate office space, facilities and equipment. The Management Corporation shall, at its own expense, provide office space, facilities, equipment, and personnel such officers for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of Fund as the Fund who are affiliated persons of the Manager. The Fund 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 shareholdersFund's Board may request. All other costs and expenses not expressly assumed by the Manager Management Corporation under this sub-section Agreement, or otherwise to be paid by the ManagerGeneral Distributor of the shares of the Fund, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions, if any; (iii) insurance premiumspremiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its Trustees other than those associated or affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its TrusteesManagement Corporation; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares (including issuance against payment therefore by or on behalf of the payment of, or reinvestment of, dividends)subscribers thereto; (viiiix) fees and expenses expenses, other than as hereinabove provided, incident to the registration under Federal or and State securities laws of shares of the Fund or its sharesfor public sale; (ixx) expenses of preparing, printing and mailing reports and notices reports, notices, and proxy material to shareholders of the Fund; (xxi) except as noted above, all other expenses incidental to holding regular annual meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such extraordinary non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for obligation which the Fund may have to indemnify its officers and TrusteesTrustees with respect thereto.

Allocation of Expenses. The Manager shallexpenses of the Funds and the expenses of IICO in performing its functions under this Agreement shall be divided into two classes, at its own expense, provide office space, facilities, equipmentto wit: (i) those expenses which will be paid in full by IICO as set forth in subparagraph “A” hereof, and personnel for (ii) those expenses which will be paid in full by the performance Funds, as set forth in subparagraph “B” hereof. A. With respect to the duties of its functions hereunder and 1100 under Section II above, it shall pay in full, 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 compensation of Trustees, officers, and employees of 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 Fund fees and expenses of all trustees of the Funds who are affiliated with IICO or an affiliated corporation and the salaries and employment benefits of all officers of the Funds who are affiliated persons of IICO. B. The Funds shall pay in full for all of their expenses which are not listed above (other than those assumed by IICO or one of its affiliates in its capacity as principal underwriter of the Manager. The Fund agrees to bear shares of the Funds, as Shareholder Servicing Agent or as Accounting Services Agent for the Funds), including (a) the costs of preparing and setting in type its prospectuses, statements of additional information printing prospectuses and reports to its shareholdersshareholders of the Funds, and including mailing costs; (b) the costs of printing or otherwise producing all proxy statements and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All all other costs and expenses not expressly assumed by of meetings of shareholders of the Manager under this sub-section or Funds (unless the Funds and IICO shall otherwise by the Manageragree); (c) interest, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundtaxes, includingbrokerage 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 limited to (i) interest and taxesof attorneys who are employees of IICO or an affiliated company; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter fees and expenses of all its Trusteestrustees not affiliated with Ivy Funds Distributor, Inc.; (v) legal and audit expenses; (vif) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viig) expenses incident to fees payable by the issuance Funds under the Securities Act of its shares (including issuance on 1933, the payment ofInvestment Company Act of 1940, and the securities or reinvestment of, dividends)“Blue-Sky” laws of any jurisdiction; (viiih) fees and expenses incident to the registration under Federal or State securities laws assessments of the Fund Investment Company Institute or its sharesany successor organization; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting the Fund Funds, and any indemnification by the Funds of its officers, trustees, employees and agents with respect thereto; (j) the costs and expenses 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 shall, in the first instance, be paid by IICO, the Funds 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 the Funds and/or as (ii) accounting services agent of the Funds if at the time in question there is a separate agreement, “Shareholder Servicing Agreement” and/or “Accounting Services Agreement,” covering such functions between the Funds and IICO, or such affiliate. The entity, whether IICO, or its affiliate, which is the party to either such Agreement with the Funds 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 the Funds and the legal obligations Agent maybe entered into, only if the terms of such Agreement, such amendment or such new agreement have been approved by the Board of Trustees of the Funds, including the vote of a majority of the trustees who are not “interested persons” as defined in the Investment Company Act of 1940, 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 “independent 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 Fund date of its execution and from year to year thereafter only if such continuance is specifically approved at least annually by a independent trustee vote, and that any independent trustee vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Funds 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 Funds; (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 have to indemnify its officers also provide in substance that any independent trustee 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 Funds. Any such Agreement shall also provide in substance that it may be terminated by the Agent at any time without penalty upon giving the Funds one hundred twenty (120) days’ written notice (which notice may be waived by the Funds) and Trusteesmay be terminated by the Funds 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 Funds shall be directed or approved by the vote of a majority of the Board of Trustees 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 Funds.

Allocation of Expenses. The Manager shallAdvisor agrees that it will furnish the Trust, at its own the Advisor's expense, provide with office space, space and facilities, equipment, equipment and clerical personnel necessary for the performance of carrying out its functions hereunder and shall duties under this Agreement. The Advisor will also pay all compensation of any Trustees, officers, officers and employees of the Fund Trust who are affiliated persons of the Manager. The Fund 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 shareholdersAdvisor. All operating costs and expenses relating to the Fund not expressly assumed by the Manager Advisor under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser Agreement shall be paid by the Trust from the assets of the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of its the Trust's Trustees other than those affiliated with the Manager Advisor or such adviser, administrator or principal underwriter and expenses of all its Trusteesthe Manager; (v) legal and audit expenses; (vi) custodian fees and transfer agentexpenses of the Trust's custodian, or shareholder servicing or transfer agent and accounting services agent, fees and expenses; (vii) expenses incident to the issuance of its shares (the Fund's shares, including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State state securities laws of the Fund Trust or its sharesthe shares of the Fund; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the FundTrust; (x) all other expenses incidental to holding meetings of the FundTrust's shareholders; (xi) expenses dues or assessments of keeping or contributions to the Fund's accounting records including the computation of net asset value per share and the dividendsInvestment Company Institute or any successor; and (xii) such non---recurring expenses as may arise, including litigation affecting the Fund Trust and the legal obligations for which the Fund Trust may have to indemnify its officers and TrusteesTrustees with respect thereto; and (xiii) all expenses which the Trust or the Fund agrees to bear in any distribution agreement or in any plan adopted by the Trust and/or a Fund pursuant to Rule l2b-l under the Act.

Allocation of Expenses. The Manager shalla. In addition to the fee described in Section 2 hereof, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and each Fund shall pay all compensation its costs and expenses which are not assumed by Adviser. These Fund expenses include, by way of Trusteesexample, officersbut not by way of limitation, and employees all expenses incurred in the operation of the Fund who are affiliated persons and any public offering of the Manager. The Fund 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 Manager under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundshares, including, but among others, fees (if any) associated with a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act ("Plan of Distribution"), interest, taxes, brokerage fees and commissions, fees of the directors who are not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation employees of its Trustees other than those affiliated with Adviser or the Manager or such adviser, administrator or principal underwriter and expenses of all its Trustees; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; shares (xi) the "Underwriter"), or any of their affiliates, expenses of keeping directors' and shareholders' meetings, including the cost of printing and mailing proxies, expenses of insurance premiums for fidelity and other coverage, expenses of redemption of shares, expenses of issue and sale of shares (to the extent not borne by the Underwriter under its agreement with the Fund's ), expenses of printing and mailing stock certificates representing shares of the Fund, association membership dues, charges of custodians, transfer agents, dividend disbursing agents, accounting records including services agents, investor servicing agents, and bookkeeping, auditing, and legal expenses. Each Fund will also pay the computation fees and bear the expense of net asset value per share registering and maintaining the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting registration of the Fund and its shares with the legal obligations Securities and Exchange Commission and registering or b. The Underwriter shall bear all advertising and promotional expenses in connection with the distribution of each Fund's shares, including paying for which prospectuses for new shareholders, except as provided in the following sentence. No Fund may have shall use any of its assets to indemnify finance costs incurred in connection with the distribution of its officers and Trusteesshares except pursuant to a Plan of Distribution.

Allocation of Expenses. The Manager During the term of this Agreement, PIMCO will pay all expenses incurred by it in connection with its obligations under this Agreement with respect to the Company, except such expenses as are assumed by the Company or the Parent Fund, on behalf of the Company, under this Agreement. PIMCO may also, in its sole discretion, bear any expenses that would otherwise be borne by the Company or the Parent Fund, on behalf of the Company, under this Agreement. PIMCO assumes and shall pay for maintaining its staff and personnel and shall, at its own expenseexpense provide the equipment, provide office space, facilitiesoffice supplies, equipmentincluding stationary, and personnel for the performance of facilities necessary to perform its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 Manager obligations under this sub-section or otherwise by the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the FundAgreement, including, but not limited to, communications facilities, computer systems and applications, internet access, and a web servicing platform and internet website. In addition, PIMCO shall bear the following expenses under this Agreement with respect to the Company: (ia) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses Expenses of all its Trustees; audits by the Company’s independent public accountants; (vb) legal and audit expenses; (vi) custodian and Expenses of the Company’s transfer agent, or shareholder servicing registrar, dividend disbursing agent and recordkeeping agent, fees and expenses; if any; (viic) expenses Expenses of the Company’s custodial services, including any recordkeeping services provided by the custodian; (d) Expenses of obtaining quotations for calculating the value of the Company’s net assets; (e) Expenses of maintaining the Company’s tax records; (f) Costs and/or fees, including legal fees, incident to the issuance filing of reports with regulatory bodies and the maintenance of the Company’s existence and qualification to do business; (g) The Company’s ordinary legal fees, including the legal fees that arise in the ordinary course of business for a Delaware limited liability company; and (h) The Company’s insurance premiums. Except as otherwise agreed in writing, the Company shall bear the following expenses: (a) Salaries and other compensation or expenses, including travel expenses, of any of the Company’s executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of PIMCO or its shares subsidiaries or affiliates; (including issuance on b) Taxes and governmental fees, if any, levied against the payment ofCompany; (c) Brokerage fees and commissions, and other portfolio transaction expenses incurred by or reinvestment offor the Company (including, dividends); without limitation, (viiii) fees and expenses incident of outside legal counsel or third party service providers, agents, operating partners, insurers or third party consultants retained in connection with insuring, reviewing, negotiating and structuring, acquiring, disposing of and/or terminating specialized loans and other investments made by the Company, (ii) any costs associated with originating loans, asset securitizations, alternative lending-related strategies, and (iii) so-called “broken-deal costs” (e.g., fees, costs, expenses and liabilities, including, for example, due diligence-related fees, costs, expenses and liabilities, with respect to unconsummated investments). For these purposes, it is understood that “portfolio transaction expenses” shall be interpreted broadly to include, by way of example and without limitation, any expenses relating to the registration under Federal Company’s investments in commercial and residential real estate, including land, for-sale and for-rent housing, office, hotel, retail and industrial investments, and/or any other expenses incurred by a direct or State securities laws indirect portfolio investment of the Fund Company, such as expenses paid directly by a portfolio investment and other expenses that are capitalized or otherwise embedded into the cost basis of a portfolio investment, subject to specific or general authorization by the Parent Fund; (d) Expenses of the Company’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 types of leverage financing including, without limitation, through the use by the Company of reverse repurchase agreements, dollar rolls/buy backs, bank borrowings, credit facilities and tender option bonds; (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 Company and other related requirements in the Company’s organizational documents) associated with the Company’s issuance, offering, redemption and maintenance of preferred shares, commercial paper or other instruments (such as the use of reverse repurchase agreements, dollar rolls / buy backs, bank borrowings, credit facilities and tender option bonds) for the purpose of incurring leverage; (g) Fees and expenses of any underlying funds or other pooled vehicles in which the Company invests (except as otherwise agreed to between PIMCO and any such fund or vehicle); (h) Dividend and interest expenses on short positions taken by the Company; (i) Fees and expenses, including travel expenses, and fees and expenses of legal counsel retained for their benefit, of Trustees/Directors of the Company who are not officers, employees, partners, shareholders or members of PIMCO or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trustees.subsidiaries or affiliates;

Allocation of Expenses. a. During the term of this Agreement, the Adviser undertakes that it will pay all of the ordinary operating expenses of the Funds, except for: (i) fees payable hereunder, (ii) expenses incurred in connection with any distribution plan adopted by the Trust in compliance with Rule 12b-1 under the Act, including distribution fees, if any, (iii) investment-related expenses of any kind, including all fees and expenses incurred with respect to the acquisition, holding, voting and/or disposition of portfolio securities, and any expenses incurred with respect to the reorganization, restructuring or workout-related expenses related to any investment, and the execution of portfolio transactions (such as brokerage commissions, clearing and settlement costs, and any other kind of transaction expenses and costs associated with tax reclaims); (iv) borrowing and other investment-related costs and fees, including interest, commitment and other fees and costs; (v) acquired fund fees and expenses; (vi) taxes (including, but not limited to, income, excise, transfer and withholding taxes) and governmental fees; (vii) litigation expenses of any kind (including fees and expenses of counsel retained by or on behalf of the Trust or a Fund) and any fees, costs or expenses payable by the Trust or a Fund pursuant to indemnification or advancement obligations to which the Trust or such Fund may be subject (pursuant to contract or otherwise); (viii) custody or other expenses attributable to negative interest rates on investments or cash; (ix) short dividend expense; (x) salaries and other compensation or expenses, including travel expenses, of any of the Trust’s executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of the Adviser or its subsidiaries or affiliates; (xi) fees and expenses, including travel expenses, and fees and expenses of legal counsel retained for their benefit, of Trustees who are not officers, employees, partners, shareholders or members of the Adviser or its subsidiaries or affiliates; (xii) organizational and offering expenses of the Trust and the Funds; (xiii) costs related to any meetings of shareholders, including any costs associated with the preparation, printing, and transmission of proxy or information statements and proxy solicitation; (xiv) fees or expenses payable or other costs incurred in connection with a Fund’s securities lending program; (xv) any other expenses which are capitalized in accordance with generally accepted accounting principles; and (xvi) such other expenses as approved by a majority of the Board. For the avoidance of doubt, nothing herein requires the Adviser to pay or bear any extraordinary expenses or investment-related expenses of any kind. b. The Manager shallAdviser will also furnish to the Trust, on behalf of each Fund, at its own the Adviser’s expense, provide all office space, facilities, equipmentequipment and clerical personnel necessary for carrying out Adviser’s duties under this Agreement. For the avoidance of doubt, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees of the Fund who are affiliated persons of the Manager. The Fund 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 payment of such prospectuses, statements of additional information and reports as are sent to its shareholders. All costs and expenses not expressly assumed by may be accomplished through the Manager under this sub-section or otherwise by corresponding reduction in the Manager, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter and expenses of all its Trustees; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (vii) expenses incident fee payable to the issuance Adviser pursuant to Section 3 of its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations for which the Fund may have to indemnify its officers and Trusteesthis Agreement.

Allocation of Expenses. The Manager shallexpenses of Advance and the expenses of ACM in performing its functions under this Agreement shall be divided into two classes, at its own expenseto wit: (i) those expenses which will be paid in full by ACM, provide office space, facilities, equipmentas set forth in subparagraph "A" hereof, and personnel for (ii) those expenses which will be paid in full by Advance, as set forth in subparagraph "B" hereof. A. With respect to the performance duties of its functions hereunder and ACM under Section II above, it shall pay in full for (a) the salaries and employment benefits of all compensation of Trustees, officers, and employees of ACM who are engaged in providing these services, (b) adequate office space and suitable office equipment for such employees, (c) all telephone and postage costs relating to such functions and (d) the Fund fees and expenses of any sub advisor appointed pursuant to the provisions of paragraph (D) of Section II of this Agreement. In addition, if requested by Advance, ACM shall pay the fees and expenses of all directors of Advance who are employees of ACM or an affiliated corporation and the salaries and employment benefits of all officers or employees of Advance who are affiliated persons of the Manager. The Fund agrees to bear the costs ACM. B. Advance shall pay in full for all of preparing and setting its expenses which are not listed above (other than those assumed by ACM or its affiliates in type its prospectusestheir capacity as Administrator for Advance, statements of additional information and reports to its shareholders, and including (a) the costs of printing or otherwise producing and distributing those copies of such prospectuses, statements of additional information prospectuses and reports as are sent to its shareholders. All shareholders of Advance; (b) the costs of printing all proxy statements and all other costs and expenses not expressly assumed by the Manager under this sub-section or otherwise by the Managerof meetings of shareholders of Advance except preparation of proxy statements and mailing costs; (c) interest, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundtaxes, includingbrokerage commissions and premiums on fidelity insurance; (d) audit fees and expenses of independent accountants and legal fees and expenses of attorneys, but not limited to (i) interest and taxesof attorneys who are employees of ACM; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter fees and expenses of all its Trusteesdirectors, but not of directors who are employees of ACM; (v) legal and audit expenses; (vif) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viig) expenses incident to the issuance of its shares (including issuance on the payment of, or reinvestment of, dividends)transfer agency fees and expenses; (viiih) fees payable by Advance under the Securities Act of 1933, the Investment Company Act of 1940, and the securities or "Blue Sky" laws of any jurisdiction; (i) fees and expenses incident to the registration under Federal or State securities laws assessments of the Fund Investment Company Institute or its sharesany successor organization; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiij) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting Advance and any indemnification by Advance of its officers, directors, employees and agents with respect thereto; (k) the Fund costs and expenses provided for in any Administration Agreement, including amendments thereto, contemplated by subsection C of this section III; and (l) the costs and expenses provided for in any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940. In the event that any of the foregoing shall, in the first instance, be paid by ACM, Advance shall pay the same to ACM on presentation of a statement with respect thereto. C. ACM or an affiliate of ACM may also act as administrator of Advance if at the time in question there is a separate agreement ("Administration Agreement") covering such functions between Advance and ACM or such affiliate. The corporation, whether ACM or its affiliate, which is the party to the Administration Agreement with Advance is referred to as the "Administrator". Each Administration Agreement shall provide in substance that it shall not go into effect, or may be amended, or a new agreement covering the same topics between Advance and the legal obligations Administrator may be entered into only if the terms of such Administration Agreement, such amendment or such new agreement have been approved by the Board of Directors of Advance, including the vote of a majority of the directors who are not "interested persons" as defined in the Investment Company Act of 1940, of either party to the Administration Agreement, such amendment or such new agreement (considering ACM to be such a party even if at the time in question, the Administrator is an affiliate of ACM), 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 Administration Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the Fund 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 Administration Agreement, amendment, new agreement or continuance in question is in the best interests of Advance and its shareholders; (ii) the services to be performed under the Administration Agreement as amended, new agreement or agreement to be continued are services required for the operation of Advance; (iii) the Administrator 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 the light of the usual and customary charges made by others for services of the same nature and quality. Any Administration Agreement may have to indemnify its officers 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 of Advance. Each Administration Agreement shall also provide in substance that it may be terminated by the Administrator at any time without penalty upon giving Advance 120 days' written notice (such notice may be waived by Advance) and Trusteesmay be terminated by Advance at any time without penalty upon giving the Administrator sixty (60) days' written notice (which notice may be waived by the Administrator), provided that such termination of Advance shall be directed or approved by the vote of a majority of the Board of Directors (as defined in or under the Investment Company Act of 1940) of the outstanding shares of each class of Advance.

Allocation of Expenses. The Manager shall, at its own expense, provide office space, facilities, equipment, and personnel for the performance of its functions hereunder and shall pay all compensation of Trustees, officers, and employees expenses of the Fund 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 paid in full by IICO as set forth in subparagraph “A” hereof, and (ii) those expenses which will be paid in full by the Fund, as set forth in subparagraph “B” hereof. A. With respect to the duties of IICO under Section II above, it shall pay in full, 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 employees of 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. IICO shall compensate each of the Fund’s Sub-Advisers, if any. In addition, IICO shall pay the fees and expenses of all trustees of the Trust who are employees of IICO or an affiliated corporation and the salaries and employment benefits of all officers of the Trust who are affiliated persons of the Manager. IICO. B. The Fund agrees to bear shall pay in full for all of its expenses which are not listed above (other than those assumed by IICO or one of its affiliates in its capacity as shareholder servicing agent or as accounting services agent for the Fund), including (a) the costs of preparing and setting in type its prospectuses, statements of additional information printing prospectuses and reports to its shareholdersshareholders of the Fund, and including mailing costs; (b) the costs of printing or otherwise producing all proxy statements and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All all other costs and expenses not expressly assumed by of meetings of shareholders of the Manager under this sub-section or Fund (unless the Fund and IICO shall otherwise by the Manageragree); (c) interest, administrator or principal underwriter or by any Sub-Adviser shall be paid by the Fundtaxes, includingbrokerage 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 limited to (i) interest and taxesof attorneys who are employees of IICO or an affiliated company; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation of its Trustees other than those affiliated with the Manager or such adviser, administrator or principal underwriter fees and expenses of all its Trusteestrustees not affiliated with IICO; (v) legal and audit expenses; (vif) custodian and transfer agent, or shareholder servicing agent, fees and expenses; (viig) expenses incident to fees payable by the issuance Fund under the Securities Act of its shares (including issuance on 1933, the payment ofInvestment Company Act of 1940, and the securities or reinvestment of, dividends)“Blue-Sky” laws of any jurisdiction; (viiih) fees and expenses incident to the registration under Federal or State securities laws assessments of the Fund Investment Company Institute or its sharesany successor organization; (ix) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders of the Fund; (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) expenses of keeping the Fund's accounting records including the computation of net asset value per share and the dividends; and (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting the Fund, and any indemnification by the Fund of its officers, trustees, employees and agents with respect thereto; (j) the costs and expenses 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 shall, in the first instance, be paid by IICO, the 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 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 the legal obligations for which the Fund may have to indemnify its officers and TrusteesIICO, or such affiliate.