Common use of Allocation of Charges and Expenses Clause in Contracts

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 45, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 3 hereof and the administrative services described in section 3 4 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 45. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreementagent, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 45, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Trustees and officers of the Trust who are directors, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 45, you shall pay the compensation and expenses of all TrusteesDirectors, officers and executive employees of the Trust Corporation (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the TrustCorporation, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 3 hereof and the administrative services described in section 3 4 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 45. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees Directors and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the TrustCorporation; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreementagent, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 45, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust Corporation business) of TrusteesDirectors, officers and employees of the Trust Corporation who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees Directors and officers of the TrustCorporation; and costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Directors and officers of the Corporation who are directors, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Directors of the Corporation or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust Corporation on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 45, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 4 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 45. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 45, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 46, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 3 hereof and the administrative services described in section 3 5 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 46. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreementagent, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 46, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Trustees and officers of the Trust who are Trustees, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all TrusteesDirectors, officers and executive employees of the Trust Corporation (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the TrustCorporation, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees Directors and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the TrustCorporation; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust Corporation is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust Corporation business) of TrusteesDirectors, officers and employees of the Trust Corporation who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees Directors and officers of the TrustCorporation; and costs of shareholders' and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust Corporation on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 45, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust Fund (including the FundPortfolio's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the FundPortfolio, the services of such of your directors, officers and employees as may duly be elected officers of the TrustFund, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 3 hereof and the administrative services described in section 3 4 hereof. You shall not be required to pay any expenses of the Fund Portfolio other than those specifically allocated to you in this section 45. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the FundPortfolio's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the FundPortfolio: organization expenses of the Fund Portfolio (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund Portfolio advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the FundPortfolio's custodian or other agents of the TrustFund; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund Portfolio in connection with membership in investment company trade organizations; fees and expenses of the FundPortfolio's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreementagent, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 45, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the FundPortfolio; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund Portfolio for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the FundPortfolio's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust Fund business) of Trustees, officers and employees of the Trust Fund who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the FundPortfolio; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund Portfolio and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the TrustFund; and costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Trustees and officers of the Fund who are directors, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Fund or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund Portfolio if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the FundPortfolio's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust Fund on behalf of the Fund Portfolio shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund Portfolio (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund Portfolio (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 45, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the FundTrust's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the FundTrust, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 3 hereof and the administrative services described in section 3 4 hereof. You shall not be required to pay any expenses of the Fund Trust other than those specifically allocated to you in this section 45. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the FundTrust's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the FundTrust: organization expenses of the Fund Trust (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund Trust advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the FundTrust's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund Trust in connection with membership in investment company trade organizations; fees and expenses of the FundTrust's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreementagent, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 45, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the FundTrust; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund Trust for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the FundTrust's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the FundTrust; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund Trust and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Trustees and officers of the Trust who are directors, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund Trust if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the FundTrust's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund Trust (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund Trust (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the each Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the FundFunds, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund Funds other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Funds' Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the each Fund: organization expenses of the each Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's Funds' custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund Funds in connection with membership in investment company trade organizations; fees and expenses of the Fund's Funds' accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the each Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the each Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the each Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the FundFunds; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the each Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the a Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the a Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the a Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the a Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the a Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 43, you the Adviser shall pay the compensation and expenses of all Trusteesits governors, officers and employees who serve as officers and executive employees of the Trust or Fund (including the Trust's or Fund's share of payroll taxes) who are affiliated persons of you), and you the Adviser shall make available, without expense to the Fund, the services service of such of your directorsits governors, officers and employees as who may be duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You The Adviser shall provide at your expense also pay the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereoffees of any sub-adviser. You The Adviser shall not be required to pay any expenses of the Fund or Trust other than those specifically allocated to you the Adviser in this section 43. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Trust's or Fund's Trustees and officers employees as are directors, officers or employees of you the Adviser whose services may be involved, for any expenses of other series of the Trust or for the following expenses of the FundFund or Trust: organization and certain offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Adviser's overhead or and employee costs); fees payable to you the Adviser and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust's officers and employees; fees and expenses of the Fund's Administrator or of any custodian, subcustodian, transfer agent, fund accounting agent, registrar, or dividend disbursing agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsFund; payment payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates andcertificates, except as provided below in this section 4, if any; other expenses in connection with the issuance, offering, distribution, sale, redemption distribution or repurchase sale of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares shares of the Fund for sale; interest charges, bond premiums sale and other insurance expenseof compliance with applicable state notice filing requirements; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationerystationery or other office supplies; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses the Fund's business) of any activity which is primarily intended to result in sales of Shares officers, Trustees and employees of the Fund if Trust who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers or Trustees of the Trust who are officers, governors or employees of the Adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Board of Trustees of the Trust with respect to matters concerning the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (any committees thereof or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided noted in this section 4section, you Administrator shall pay assume all operating expenses of each Fund not specifically assumed by the compensation Fund, including without limitation: a) Compensation and expenses of all Trustees, officers and executive any employees of the Trust (including the Fund's share and of payroll taxes) who are affiliated any other persons of you, and you shall make available, without expense rendering any services to the Fund, the services of such of your directors, officers ; b) clerical and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage shareholder service staff salaries; c) office space and other communications office expenses; taxes and governmental fees; fees, dues ; d) fees and expenses incurred by the Fund in connection with membership in investment company trade organizations; ; e) fees and expenses of counsel to the Trustees who are not interested persons of the Fund and Trust; f) fees and expenses of counsel to the Fund and Trust engaged to assist with preparation of Fund and Trust documents and filings and provide other ordinary legal services; g) fees and expenses of independent public accountants to each Fund, including fees and expense for tax preparation; h) expenses of registering shares under federal and state securities laws; i) insurance expenses; j) fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agentscustodian; shareholder servicing, dividend disbursing agents and registrarstransfer agent; payment administrator; distributor; and accounting and pricing services agent(s) of each Fund; k) compensation for portfolio pricing a chief compliance officer for the Trust; l) expenses, including clerical expenses, of issue, sale, redemption, or valuation services repurchase of shares of the Fund; m) the cost of preparing and distributing reports and notices to pricing shareholders; n) the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund’s current shareholders; o) the cost of printing or preparing documents, statements or reports to shareholders; and p) and all other operating expenses not specifically assumed by the Fund. With respect to Sections 4(e), 4(f), 4(g), and 4(j) above, the Administrator shall use reasonable commercial efforts to cause each service provider to execute written agreements waiving its right to bring a collection action against the Trust (including its Trustees, employees, and agents, accountants, bankers ) with respect to its fee and other specialists, if any; expenses up to the maximum amount that the Administrator is required to pay such service provider. The Administrator shall prepare periodic reports for the Board of Trustees regarding the operating expenses of preparing share certificates andeach Fund. The reports shall contain such information and be submitted on such periodic basis as requested by the Board of Trustees. Administrator shall not be responsible for: a) fees and expenses of the investment advisor of each Fund; b) marketing, except as provided below in this section 4distribution, other and servicing expenses related to the sale or promotion of Fund shares; c) expenses incurred in connection with the issuance, offering, distribution, sale, redemption or repurchase organization and initial registration of securities issued by the shares of a Fund; ; d) expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges incurred in connection with the shipment dissolution and liquidation of a Fund; e) expenses related to shareholder meetings and proxy solicitations; f) indirect expenses of the Fund's portfolio securities, such as expenses incurred by other investment companies in which the Fund invests; g) hiring employees and retaining advisers and experts as contemplated by Rule 0-1(a)(7)(vii) of the 1940 Act; and h) expenses that the compensation Funds are obligated to pay, as described in the following paragraph. The Fund shall pay all brokerage fees and commissions, taxes, borrowing costs (such as interest or dividend expenses on securities sold short). The Fund shall also pay all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall not be required which it is authorized to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing Act. Administrator may obtain reimbursement from the Fund, at such time or times as Administrator may determine in its sole discretion, for any of the expenses advanced by Administrator that the Fund (or some other party) is obligated to pay, and such reimbursement shall assume some or all not be considered to be part of such expensesAdministrator’s compensation pursuant to this Agreement. You The Fund shall also pay for litigation to which the Fund may be required to pay such a party and indemnification of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planTrust’s trustees and officers with respect thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you the Portfolio Manager shall pay the compensation and expenses of all its directors, officers and employees who serve as Trustees, officers and executive employees of the Trust (including the FundTrust's share of payroll taxes) who are affiliated persons of you), and you the Portfolio Manager shall make available, without expense to the Fund, the services of such of your its directors, officers and employees as who may be duly be elected officers or Trustees of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Portfolio Manager shall not be required to pay any expenses of the Trust or the Fund other than those specifically allocated to you the Portfolio Manager in this section 4. In particular, but without limiting the generality of the foregoing, you the Portfolio Manager shall not be responsible, except to the extent of the reasonable compensation of such of the FundTrust's Trustees and officers employees as are directors, officers or employees of you the Portfolio Manager whose services may be involved, for the following expenses of the Trust or the Fund: organization and offering expenses of the Trust and the Fund (including out out-of-pocket expenses, but not including your the Portfolio Manager's overhead or and employee costs); fees payable to you and to any or expenses of other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Trust or the Fund in connection with membership in investment company trade organizations; costs of insurance; fees and expenses of the FundTrust's accounting Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent for which of the Trust is responsible pursuant to or the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsFund; payment payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase sale of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses costs of preparing, printing and mailing Prospectuses and SAIs of the Fund and supplements theretofiling documents with regulatory agencies; costs of stationerystationery and other office supplies; expenses of any litigation expenses; indemnification of Trustees or other extraordinary or nonrecurring events and officers expenses relating to the issuance, registration and qualification of the Trustshares of the Fund; and costs of shareholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses of any activity which is primarily intended to result in sales of Shares the business of the Fund if Trust or the Fund) of officers, Trustees and employees of the Trust who are not interested persons of the Portfolio Manager; and travel expenses (or an appropriate portion thereof) of officers or Trustees of the Trust who are officers, directors or employees of the Portfolio Manager to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Fund's Shares pursuant to an underwriting agreement which provides that Board of Trustees of the underwriter shall assume some or all of such expensesTrust , or (ii) any committees thereof or advisory group thereto or other business of the Trust on behalf of or the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planFunds.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 43, you the Adviser shall pay the compensation and expenses of all Trusteesits directors, officers and employees who serve as officers and executive employees of the Trust or Fund (including the Trust's or Fund's share of payroll taxes) who are affiliated persons of you), and you the Adviser shall make available, without expense to the Fund, the services service of such of your its directors, officers and employees as who may be duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You The Adviser shall provide at your expense also pay the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereoffees of any sub-adviser. You The Adviser shall not be required to pay any expenses of the Fund or Trust other than those specifically allocated to you the Adviser in this section 43. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Trust's or Fund's Trustees and officers employees as are directors, officers or employees of you the Adviser whose services may be involved, for any expenses of other series of the Trust or for the following expenses of the FundFund or Trust: organization and certain offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Adviser's overhead or and employee costs); fees payable to you the Adviser and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust's officers and employees; fees and expenses of the Fund's Administrator or of any custodian, subcustodian, transfer agent, fund accounting agent, registrar, or dividend disbursing agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsFund; payment payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates andcertificates, except as provided below in this section 4, if any; other expenses in connection with the issuance, offering, distribution, sale, redemption distribution or repurchase sale of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares shares of the Fund for sale; interest charges, bond premiums sale and other insurance expenseof compliance with applicable state notice filing requirements; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationerystationery or other office supplies; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses the Fund's business) of any activity which is primarily intended to result in sales of Shares officers, Trustees and employees of the Fund if Trust who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers or Trustees of the Trust who are officers, Trustees or employees of the Adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Board of Trustees of the Trust with respect to matters concerning the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (any committees thereof or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust Fund (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the TrustFund, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the TrustFund; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust Fund is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust Fund business) of Trustees, officers and employees of the Trust Fund who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs statements of additional information of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the TrustFund; and costs of shareholders' and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4Section 3, you the Sub-adviser shall pay the compensation and expenses of all Trusteesits directors, partners, officers and employees, if any, who serve as officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you), and you the Sub-adviser shall make available, without expense to the Fund, the services service of such of your its directors, partners, officers and employees as employees, if any, who may be duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Sub-adviser shall not be required to pay any expenses of the Fund other than those specifically allocated to you the Sub-adviser in this section 4Section 3. In particular, but without limiting the generality of the foregoing, you the Sub-adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, responsible for the following expenses of the Fund: organization and offering expenses of the Fund (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust's officers and employees; fees and expenses of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments for maintaining the Fund's accounting agent for which financial books and records and calculating the Trust is responsible pursuant to the terms daily net asset value of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsFund's shares; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund for sale; interest charges, bond premiums and other insurance expensesale (if any); freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees securities of the Trust who are not affiliated persons of youFund; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostockholders; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholdersstockholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses the Fund's business) of any activity which is primarily intended to result in sales of Shares officers, trustees and employees of the Fund if Trust who are not interested persons of the Sub-adviser; and travel expenses (or an appropriate portion thereof) of officers or trustees of the Trust who are officers, directors or employees of the Sub-adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all Board of such expenses, or (ii) Trustees of the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some any committees thereof or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 46, you shall pay the compensation and expenses of all TrusteesDirectors, officers and executive employees of the Trust Corporation (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the TrustCorporation, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 3 hereof and the administrative services described in section 3 5 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 46. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees Directors and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the TrustCorporation; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreementagent, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 46, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust Corporation business) of TrusteesDirectors, officers and employees of the Trust Corporation who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees Directors and officers of the TrustCorporation; and costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Directors and officers of the Corporation who are Directors, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Directors of the Corporation or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust Corporation on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4Section 3, you the Sub-adviser shall pay the compensation and expenses of all Trusteesits directors, partners, officers and employees, if any, who serve as officers and executive employees of the Trust (including the FundPortfolio's share of payroll taxes) who are affiliated persons of you), and you the Sub-adviser shall make available, without expense to the FundPortfolio, the services service of such of your its directors, partners, officers and employees as employees, if any, who may be duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Sub-adviser shall not be required to pay any expenses of the Fund Portfolio other than those specifically allocated to you the Sub-adviser in this section 4Section 3. In particular, but without limiting the generality of the foregoing, you the Sub-adviser shall not be responsible, except to the extent of the reasonable compensation of such of the FundTrust's Trustees and officers employees as are directors, officers or employees of you the Sub-adviser whose services may be involved, for the following expenses of the FundPortfolio: organization and offering expenses of the Fund Portfolio (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors Portfolio advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund Portfolio in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust's officers and employees; fees and expenses of the Fund's accounting any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents Portfolio; payments for maintaining the Portfolio's financial books and registrarsrecords and calculating the daily net asset value of the Portfolio's shares; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund Portfolio for sale; interest charges, bond premiums and other insurance expensesale (if any); freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees securities of the Trust who are not affiliated persons of youPortfolio; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the FundPortfolio, or of entering into other transactions or engaging in any investment practices with respect to the Portfolio; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostockholders; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholdersstockholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses the Portfolio's business) of any activity which is primarily intended to result in sales of Shares officers, trustees and employees of the Fund if Trust who are not interested persons of the Sub-adviser; and travel expenses (or an appropriate portion thereof) of officers or trustees of the Trust who are officers, directors or employees of the Sub-adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all Board of such expenses, or (ii) Trustees of the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some any committees thereof or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you the Portfolio Manager shall pay the compensation and expenses of all its Trustees, officers and employees who serve as Trustees, officers and executive employees of the Trust (including the FundTrust's share of payroll taxes) who are affiliated persons of you), and you the Portfolio Manager shall make available, without expense to the Fund, the services of such of your its directors, officers and employees as who may be duly be elected officers or Trustees of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Portfolio Manager shall not be required to pay any expenses of the Trust or the Fund other than those specifically allocated to you the Portfolio Manager in this section 4. In particular, but without limiting the generality of the foregoing, you the Portfolio Manager shall not be responsible, except to the extent of the reasonable compensation of such of the FundTrust's Trustees and officers employees as are directors, officers or employees of you the Portfolio Manager whose services may be involved, for the following expenses of the Trust or the Fund: organization and offering expenses of the Trust and the Fund (including out out-of-pocket expenses, but not including your the Portfolio Manager's overhead or and employee costs); fees payable to you and to any or expenses of other Fund advisors portfolio managers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Trust or the Fund in connection with membership in investment company trade organizations; costs of insurance; fees and expenses of the FundTrust's accounting Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent for which of the Trust is responsible pursuant to or the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsFund; payment payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase sale of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses costs of preparing, printing and mailing Prospectuses and SAIs of the Fund and supplements theretofiling documents with regulatory agencies; costs of stationerystationery and other office supplies; expenses of any litigation expenses; indemnification of Trustees or other extraordinary or nonrecurring events and officers expenses relating to the issuance, registration and qualification of the Trustshares of the Fund; and costs of shareholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses of any activity which is primarily intended to result in sales of Shares the business of the Fund if Trust or the Fund) of officers, Trustees and employees of the Trust who are not interested persons of the Portfolio Manager; and travel expenses (or an appropriate portion thereof) of officers or Trustees of the Trust who are officers, directors or employees of the Portfolio Manager to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Fund's Shares pursuant to an underwriting agreement which provides that Board of Trustees of the underwriter shall assume some or all of such expensesTrust , or (ii) any committees thereof or advisory group thereto or other business of the Trust on behalf of or the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planFunds.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 45, you shall pay the compensation and expenses of all TrusteesDirectors, officers and executive employees of the Trust Corporation (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the TrustCorporation, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 4 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 45. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees Directors and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the TrustCorporation; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust Corporation is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 45, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust Corporation business) of TrusteesDirectors, officers and employees of the Trust Corporation who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees Directors and officers of the TrustCorporation; and costs of shareholders' and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust Corporation on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 45, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the each Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the FundFunds, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 4 hereof. You shall not be required to pay any expenses of the Fund Funds other than those specifically allocated to you in this section 45. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the each Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund Funds in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 45, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the each Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the each Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the each Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the FundFunds; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the each Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the a Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the a Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the a Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 45, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's ’s share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 4 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 45. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's ’s Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's ’s custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's ’s accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 45, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's ’s portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' ’ and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's ’s Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you the Adviser shall pay the compensation and expenses of all its directors, officers and employees who serve as Trustees, officers and executive employees of the Trust (including the FundTrust's share of payroll taxes) who are affiliated persons of you), and you the Adviser shall make available, without expense to the Fund, the services of such of your its directors, officers and employees as who may be duly be elected officers or Trustees of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Adviser shall not be required to pay any expenses of the Trust or the Fund other than those specifically allocated to you the Adviser in this section 4. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the FundTrust's Trustees and officers employees as are directors, officers or employees of you the Adviser whose services may be involved, for the following expenses of the Trust or the Fund: organization and offering expenses of the Trust and the Fund (including out out-of-pocket expenses, but not including your the Adviser's overhead or and employee costs); fees payable to you and to any or expenses of other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Trust or the Fund in connection with membership in investment company trade organizations; costs of insurance; fees and expenses of the FundTrust's accounting Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent for which of the Trust is responsible pursuant to or the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsFund; payment payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase sale of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses costs of preparing, printing and mailing Prospectuses and SAIs of the Fund and supplements theretofiling documents with regulatory agencies; costs of stationerystationery and other office supplies; expenses of any litigation expenses; indemnification of Trustees or other extraordinary or nonrecurring events and officers expenses relating to the issuance, registration and qualification of the Trustshares of the Fund; and costs of shareholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses of any activity which is primarily intended to result in sales of Shares the business of the Fund if Trust or the Fund) of officers, Trustees and employees of the Trust who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers or Trustees of the Trust who are officers, directors or employees of PIMCO or the Portfolio Manager to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Fund's Shares pursuant to an underwriting agreement which provides that Board of Trustees of the underwriter shall assume some or all of such expensesTrust , or (ii) any committees thereof or advisory group thereto or other business of the Trust on behalf of or the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planFunds.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 43, you the Sub-Adviser shall pay the compensation and expenses of all Trusteesits directors, officers and employees who serve as officers and executive employees of the Trust or Fund (including the Trust's or Fund's share of payroll taxes) who are affiliated persons of you), and you the Sub-Adviser shall make available, without expense to the Fund, the services service of such of your its directors, officers and employees as who may be duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Sub-Adviser shall not be required to pay any expenses of the Fund or Trust other than those specifically allocated to you the Sub-Adviser in this section 43. In particular, but without limiting the generality of the foregoing, you the Sub-Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Trust's or Fund's Trustees and officers employees as are directors, officers or employees of you the Sub-Adviser whose services may be involved, for any expenses of other series of the Trust or for the following expenses of the FundFund or Trust: organization and certain offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Sub-Adviser's overhead or and employee costs); fees payable to you the Adviser and Sub-Adviser and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust's officers and employees; fees and expenses of the Fund's Administrator or of any custodian, subcustodian, transfer agent, fund accounting agent, registrar, or dividend disbursing agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsFund; payment payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates andcertificates, except as provided below in this section 4, if any; other expenses in connection with the issuance, offering, distribution, sale, redemption distribution or repurchase sale of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares shares of the Fund for sale; interest charges, bond premiums sale and other insurance expenseof compliance with applicable state notice filing requirements; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationerystationery or other office supplies; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses the Fund's business) of any activity which is primarily intended to result in sales of Shares officers, Trustees and employees of the Fund if Trust who are not "interested persons," as defined in Section 2(a)(19) of the 1940 Act, of the Sub-Adviser; and travel expenses (or an appropriate portion thereof) of officers or Trustees of the Trust who are officers, Trustees or employees of the Sub-Adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Board of Trustees of the Trust with respect to matters concerning the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (any committees thereof or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 43, you the Adviser shall pay the compensation and expenses of all Trusteesits directors, officers and employees who serve as officers and executive employees of the Trust (including the FundTrust's share of payroll taxes) who are affiliated persons of you), and you the Adviser shall make available, without expense to the Fund, the services service of such of your its directors, officers and employees as who may be duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Adviser shall not be required to pay any expenses of the Fund other than those specifically allocated to you the Adviser in this section 43. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the FundTrust's Trustees and officers employees as are directors, officers or employees of you the Adviser whose services may be involved, for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Adviser's overhead or and employee costs); fees payable to you the Adviser and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust's officers and employees; fees and expenses of the Fund's accounting Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent for which of the Trust is responsible pursuant Fund; payments to the terms of Administrator for maintaining the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents Fund's financial books and registrarsrecords and calculating its daily net asset value; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, certificates; other expenses in connection with the issuance, offering, distribution, sale, redemption distribution or repurchase sale of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares shares of the Fund for sale; interest charges, bond premiums sale and fees related to notification and other insurance expensefilings required by states in which Fund shares are sold; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostockholders; costs of stationerystationery or other office supplies; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholdersstockholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses the Fund's business) of any activity which is primarily intended to result in sales of Shares officers, Trustees and employees of the Fund if Trust who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers or Trustees of the Trust who are officers, directors or employees of the Adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Board of Trustees of the Trust with respect to matters concerning the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (any committees thereof or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' shareholders and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. (a) Except as otherwise specifically provided in this section 45, you the Adviser shall pay the compensation and expenses of all Trusteesof its directors, officers and employees who serve as trustees, officers and executive employees of the Trust (including the FundTrust's share of payroll taxes) who are affiliated persons of you), and you the Adviser shall make available, without expense to the Fund, the services service of such of your its directors, officers and employees as who may be duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You . (b) The Adviser shall not be required to pay pursuant to this Agreement any expenses of the Fund other than those specifically allocated to you the Adviser in this section 45. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the FundTrust's Trustees and officers employees as are directors, officers or employees of you the Adviser whose services may be involved, for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Adviser's overhead or and employee costs); fees payable to you the Adviser and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust's officers and employees; fees and expenses of the Fund's accounting Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent for of the Fund; expenses of any master fund in which the Trust is responsible pursuant Fund invests; payments to the terms of Administrator for maintaining the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents Fund's financial books and registrarsrecords and calculating its daily net asset value; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, certificates; other expenses in connection with the issuance, offering, distribution, sale, redemption distribution or repurchase sale of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostockholders; costs of stationerystationery or other office supplies; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholdersstockholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses the Fund's business) of any activity which is primarily intended to result in sales of Shares officers, Trustees and employees of the Fund if Trust who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers or Trustees of the Trust who are officers, directors or employees of the Adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Board of Trustees of the Trust with respect to matters concerning the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (any committees thereof or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided The Adviser will pay all costs incurred by the Adviser in connection with the performance of its duties under Section 2 of this section 4, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by lawInvestment Management Agreement. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall The Adviser will not be required to pay bear any expenses of the Fund any Portfolio other than those specifically allocated to you the Adviser in this section 4Section 6. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall Adviser will not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that related to: (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or interest and taxes; (ii) brokerage commissions; (iii) premiums for fidelity and other insurance coverage requisite to each Company’s operations; (iv) the Trust on behalf fees and expenses of its non-interested directors; (v) legal, audit and fund accounting expenses; (vi) custodian and transfer agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) fees and expenses related to the registration under federal and state securities laws of shares of each Company for public sale; (ix) expenses of printing and mailing prospectuses, reports, notices and proxy material to shareholders of each Company; (x) all other expenses incidental to holding meetings of each Company’s shareholders; and (xi) such extraordinary non-recurring expenses as may arise, including litigation affecting each Company and any obligation which the Company may have to indemnify its officers and Directors with respect thereto. Any officer or employee of the Fund Adviser or of any entity controlling, controlled by or under common control with the Adviser, who may also serve as officers, directors or employees of each Company shall have adopted a plan in conformity not receive any compensation from the Company for their services, with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such exception of the foregoing sales expenses as are not required to chief compliance officer of the Company, who may be paid compensated by the principal underwriter pursuant Company for services provided to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planCompany.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all TrusteesDirectors, officers and executive employees of the Trust Corporation (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the TrustCorporation, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees Directors and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the TrustCorporation; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreementagent, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust Corporation business) of TrusteesDirectors, officers and employees of the Trust Corporation who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees Directors and officers of the TrustCorporation; and costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Directors and officers of the Corporation who are directors, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Directors of the Corporation or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust Corporation on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. (a) Except as otherwise specifically provided in Sub-section 5(b) below, the Investment Manager shall bear all of its own expenses in connection with it providing the Services under this section 4Agreement and shall employ or provide and compensate the executive, you shall pay secretarial, clerical and other personnel necessary to provide the Services, including the compensation and expenses of all Trusteesits directors, officers and employees who serve as officers and executive employees of the Trust Fund (including the Fund's ’s share of payroll taxes) who are affiliated persons of youtaxes for such persons), and you the Investment Manager shall make available, without expense to the Fund, the services service of such of your its directors, officers and employees as who may be duly be elected officers of the TrustFund, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You . (b) The Investment Manager shall not be required to pay any expenses of the Fund other than those specifically allocated to you the Investment Manager in this Sub-section 45(a) above. In particular, but without limiting the generality of the foregoing, you the Investment Manager shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers ’s employees as are directors, officers or employees of you the Investment Manager whose services may be involved, for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Investment Manager’s overhead or and employee costs); fees payable to you the Investment Manager and to any other Fund advisors investment advisers or consultants; legal expenses, including the fees and expenses of counsel to the Fund and counsel to the independent Trustees of the Fund; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; interest expenses, telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizationsorganizations (except as otherwise agreed by the Fund and the Investment Manager); costs of insurance relating to fidelity coverage for the Fund’s officers and employees; fees and expenses of the Fund's accounting agent ’s custodian, any sub-custodian, transfer agent, registrar, or dividend disbursing agent; payments to the Investment Manager for which maintaining the Trust is responsible Fund’s financial books and records and calculating the daily net asset value pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsSub-section 4(d) hereof; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, certificates; other expenses in connection with the issuance, offering, distribution, sale, sale or redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's ’s portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing Prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' ’ meetings; the compensation and other meetings. You shall not be required all expenses (specifically including travel expenses relating to pay expenses the Fund’s business) of any activity which is primarily intended to result in sales of Shares officers, trustees and employees of the Fund if who are not interested persons of the Investment Manager; and travel expenses (or an appropriate portion thereof) of officers or trustees of the Fund who are officers, directors or employees of the Investment Manager to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all Board of such expenses, or (ii) the Trust on behalf Trustees of the Fund shall have adopted a plan in conformity with Rule 12b-1 under respect to matters concerning the 1940 Act providing that the Fund (Fund, or some other party) shall assume some any committees thereof or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you the Portfolio Manager shall pay the compensation and expenses of all Trusteesits directors, officers and employees who serve as directors, officers and executive employees of the Trust Company (including the FundCompany's share of payroll taxes) who are affiliated persons of you), and you the Portfolio Manager shall make available, without expense to the Fund, the services of such of your its directors, officers and employees as who may be duly be elected officers or directors of the TrustCompany, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Portfolio Manager shall not be required to pay any expenses of the Company or the Fund other than those specifically allocated to you the Portfolio Manager in this section 4. In particular, but without limiting the generality of the foregoing, you the Portfolio Manager shall not be responsible, except to the extent of the reasonable compensation of such of the FundCompany's Trustees and officers employees as are directors, officers or employees of you the Portfolio Manager whose services may be involved, for the following expenses of the Company or the Fund: organization and certain offering expenses of the Company and the Fund (including out out-of-pocket expenses, but not including your the Portfolio Manager's overhead or and employee costs); fees payable to you and to any or expenses of other Fund advisors portfolio managers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Company or the Fund in connection with membership in investment company trade organizations; costs of insurance; fees and expenses of the FundCompany's accounting Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsCompany or the Fund; payment payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing and printing share certificates and, except as provided below in this section 4, certificates; other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase sale of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostockholders; costs of stationerypreparing, printing and filing documents with regulatory agencies; costs of stationery and other office supplies; any litigation or other extraordinary expenses; indemnification of Trustees and officers of the Trust; and costs of shareholdersstockholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses of any activity which is primarily intended to result in sales of Shares the business of the Fund if Company or the Fund) of officers, directors and employees of the Company who are not interested persons of the Portfolio Manager; and travel expenses (or an appropriate portion thereof) of officers or directors of the Company who are officers, directors or employees of the Portfolio Manager to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Fund's Shares pursuant to an underwriting agreement which provides that Board of Directors of the underwriter shall assume some or all of such expensesCompany, or (ii) the Trust on behalf any committees thereof or advisory group thereto or other business of the Fund shall have adopted a plan in conformity with Rule 12b-1 under Company or the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planFunds.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 45, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 3 hereof and the administrative services described in section 3 4 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 45. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 45, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Trustees and officers of the Trust who are directors, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume assumed some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section Section 4, you the Adviser shall pay the compensation and expenses of all Trusteesits directors, officers and employees who serve as officers and executive employees of the Trust (including the FundTrust's share of payroll taxes) who are affiliated persons of youtaxes for such persons), and you the Adviser shall make available, without expense to the FundTrust, the services service of such of your its directors, officers and employees as who may duly be duly-elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Adviser shall not be required to pay any expenses of the Fund Trust other than those specifically allocated to you the Adviser in this section Section 4. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the FundTrust's Trustees and officers employees as are directors, officers or employees of you the Adviser whose services may be involved, for the following expenses of the FundTrust: organization and certain offering expenses of the Fund Trust (including out out-of-pocket expenses, but not including your the Adviser's overhead or and employee costs); fees payable to you the Adviser and to any other Fund advisors Trust advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; interest expenses, telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund Trust in connection with membership in investment company trade organizations; costs of insurance relating to fidelity coverage for the Trust's officers and employees; fees and expenses of the FundTrust's accounting agent custodian, any sub-custodian, transfer agent, registrar, or dividend disbursing agent; payments to the Adviser for which maintaining the Trust is responsible Trust's financial books and records and calculating the daily net asset value pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsSection 3 hereof; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, certificates; other expenses in connection with the issuance, offering, distribution, sale, sale or redemption or repurchase of securities issued by the FundTrust; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund Trust for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the FundTrust's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the FundTrust, or of entering into other transactions or engaging in any investment practices with respect to the Trust; expenses of printing and distributing Prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' meetings; the compensation and other meetings. You shall not be required all expenses (specifically including travel expenses relating to pay expenses the Trust's business) of any activity which is primarily intended to result in sales of Shares officers, trustees and employees of the Fund if Trust who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers or trustees of the Trust who are officers, directors or employees of the Adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Fund's Shares pursuant Board of Trustees of the Trust with respect to an underwriting agreement which provides that matters concerning the underwriter Trust, or any committees thereof or advisers thereto. Notwithstanding the foregoing, the Trust shall assume some or all reimburse the Adviser at the end of each calendar quarter for the reasonable portion of the compensation of attorneys employed by the Adviser attributable to work for the Trust, as determined from time to time by the Trust’s Board of Trustees. Compensation for this purpose shall include salary, cash bonus and benefits and shall exclude any equity participation and profit sharing paid to such attorney. Determinations of the reasonable portion of such expenses, or (ii) compensation allocable to the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid made by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planTrust’s Board of Trustees periodically, but at least as often as annually.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4Section 3, you the Adviser shall pay the compensation and expenses expenses, including office expenses, of all Trusteesits directors, officers and executive employees who serve as directors, officers and employees of the Trust Fund (including the Fund's share of payroll taxes) who are affiliated persons of you), and you the Adviser shall make available, without expense to the Fund, the services service of such of your its directors, officers and employees as who may be duly be elected directors and officers of the TrustFund, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Adviser shall not be required to pay any expenses of the Fund other than those specifically allocated to you the Adviser in this section 4Section 3. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers employees as are directors, officers or employees of you the Adviser whose services may be involved, for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Adviser's overhead or and employee costs); fees payable to you the Adviser and to any other Fund advisors advisers or consultants; legal expenses; , auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Fund's directors, officers and employees, fees and expenses of the Fund's accounting Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent for which of the Trust is responsible pursuant Fund; payments to the terms of Administrator for maintaining the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents Fund's financial books and registrarsrecords and calculating its daily net asset value; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, certificates; other expenses in connection with the issuance, offering, distribution, sale, redemption distribution or repurchase sale of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing Prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostockholders; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholdersstockholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses the Fund's business) of any activity which is primarily intended to result in sales of Shares officers, directors and employees of the Fund if and to the extent that (i) such expenses who are required to be borne by a principal underwriter which acts as the distributor not officers, directors, employees, or otherwise interested persons of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planAdviser.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall You will pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall will make available, without expense to the FundTrust, the services of such of your directors, officers partners and employees as may duly be elected officers or Trustees of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall will pay the Trust’s office rent and will provide at your expense the portfolio management investment advisory, research and statistical facilities and all clerical services described in section 2 hereof relating to research, statistical and the administrative services described in section 3 hereofinvestment work. You shall not be required to will pay any all expenses you incur in the performance of your duties under this Agreement. During the term of this Agreement, you will pay all of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following operating expenses of the Fund: organization expenses of , except for (i) the Fund fee payment under this Agreement; (including out of-pocket expenses, but not including your overhead or employee costsii) payments under the Fund’s 12b-1 plan (if any); fees payable to you (iii) the costs of borrowing, including prime brokerage or similar services, interest and to any other Fund advisors or consultants; legal dividend expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; (iv) taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; (v) acquired fund fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents expenses; (vi) brokers’ commissions and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and any other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; transaction-related expenses and fees arising out of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities transactions effected on behalf of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; (vii) costs of stationeryholding shareholder meetings; (viii) any litigation expenses; indemnification of gains or losses attributable to investments under a deferred compensation plan for Trustees and officers who are not “interested persons” of the Trust; and costs of shareholders' (ix) litigation and indemnification expenses and other meetings. You shall extraordinary expenses not be required to pay expenses of any activity which is primarily intended to result incurred in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor ordinary course of the Fund's Shares ’s business. For the avoidance of doubt, your payment of such expenses may be accomplished through the Fund’s payment of such expenses and a corresponding reduction in the fee payable to you pursuant to an underwriting agreement which provides Paragraph 5 hereof; provided, however, that if the underwriter shall assume some or all amount of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) exceeds the fee payable to you pursuant to Paragraph 5 hereof, you will reimburse the Fund for such a planexcess amount.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4Section 3, you the Sub-adviser shall pay the compensation and expenses of all Trusteesits directors, partners, officers and employees, if any, who serve as officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you), and you the Sub-adviser shall make available, without expense to the Fund, the services service of such of your its directors, partners, officers and employees as employees, if any, who may be duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Sub-adviser shall not be required to pay any expenses of the Fund other than those specifically allocated to you the Sub-adviser in this section 4Section 3. In particular, but without limiting the generality of the foregoing, you the Sub-adviser shall not be responsible, except to the extent of the reasonable compensation of such of the FundTrust's Trustees and officers employees as are directors, officers or employees of you the Sub-adviser whose services may be involved, for the following expenses of the Fund: organization and offering expenses of the Fund (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust's officers and employees; fees and expenses of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments for maintaining the Fund's accounting agent for which financial books and records and calculating the Trust is responsible pursuant to the terms daily net asset value of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsFund's shares; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund for sale; interest charges, bond premiums and other insurance expensesale (if any); freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees securities of the Trust who are not affiliated persons of youFund; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostockholders; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholdersstockholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses the Fund's business) of any activity which is primarily intended to result in sales of Shares officers, trustees and employees of the Fund if Trust who are not interested persons of the Sub-adviser; and travel expenses (or an appropriate portion thereof) of officers or trustees of the Trust who are officers, directors or employees of the Sub-adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all Board of such expenses, or (ii) Trustees of the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some any committees thereof or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreementagent, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Trustees and officers of the Trust who are directors, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. (a) Except as otherwise specifically provided in this section 4Section 6, you the Adviser shall pay the compensation and expenses of: (1) the executive, supervisory and clerical personnel necessary to perform its obligations under this Agreement, as well as related overhead, travel, preparation of all Board materials on behalf of the Adviser, review of marketing materials and marketing support; (2) any Sub-Adviser; and (3) Trustees, officers and executive employees of the Trust (including the Fund's Trust’s share of payroll taxes, if any) who are affiliated persons principals, members, officers, or employees of youthe Adviser, and you including any officer or employee of the Adviser that may be selected by the Board to serve as the chief compliance officer (“CCO”) of the Trust. (b) The Adviser shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers bear all reasonable expenses of the Trust, subject if any, arising out of an assignment or change in control of the Adviser. In the event that there is a proposed change in control of the Adviser that would act to their individual consent terminate this Agreement, and if a vote of shareholders to serve and approve continuation of this Agreement is at that time deemed by counsel to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not Trust to be required by the 1940 Act or any rule or regulation thereunder, the Adviser agrees to assume all reasonable costs associated with soliciting shareholders of the Funds to approve continuation of this Agreement. Such expenses include the costs of preparation and mailing of a proxy statement, and of soliciting proxies. (c) Except to the extent expressly assumed by the Adviser or required under applicable laws, rules or regulations to be paid, assumed or reimbursed by the Adviser, the Adviser shall have no duty to pay any ordinary or extraordinary operating expenses incurred in the organization and operation of the Fund other than those specifically allocated to you in Funds. (i) For this section 4. In particularpurpose, ordinary operating expenses include, but without limiting are not limited to, brokerage commissions and other transaction charges; taxes; legal, auditing, printing and governmental fees; litigation and investigation expenses; the generality costs of maintaining the foregoing, you shall not be responsible, except Funds’ financial books and records; the cost of calculating the Funds’ NAV; the costs of insurance relating to the extent of the reasonable compensation of such of the Fund's Trustees fidelity and directors and officers as are directorserrors and omissions coverage for the Trust’s Trustees, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustemployees; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which service providers of the Trust is responsible pursuant to the terms (other than any Sub-Adviser); expenses of issue, sale, redemption and repurchase of shares of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents Funds; expenses of registering and registrarsqualifying shares of the Funds for sale; expenses relating to Board and shareholder meetings (other than meetings relating to matters that are determined to primarily benefit the Adviser); the cost of preparing and distributing reports and notices to shareholders; the costs of notices about and payment of dividends to shareholders; payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated interested persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the TrustAdviser; and costs of shareholders' interest payments and other meetings. You shall not be required to pay expenses of fees or charges associated with any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne credit facilities established by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan Funds. (ii) For this purpose, extraordinary expenses of the Funds include, but not limited to taxes, transaction expenses and expenses of or relating to litigation, investigation and indemnification that are not otherwise considered to be ordinary operating expenses of the Funds. (d) In the event that any expenses of the Funds as described in conformity with Rule 12b-1 under Section 6(c) above are paid by the 1940 Act providing that Adviser, the Fund or Funds (or some other partyas applicable) shall assume some or all reimburse the Adviser for the reasonable amount of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4Section 3, you the Sub-adviser shall pay the compensation and expenses of all Trusteesits directors, partners, officers and employees, if any, who serve as officers and executive employees of the Trust (including the Fund's ’s share of payroll taxes) who are affiliated persons of you), and you the Sub-adviser shall make available, without expense to the Fund, the services service of such of your its directors, partners, officers and employees as employees, if any, who may be duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Sub-adviser shall not be required to pay any expenses of the Fund other than those specifically allocated to you the Sub-adviser in this section 4Section 3. In particular, but without limiting the generality of the foregoing, you the Sub-adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, responsible for the following expenses of the Fund: organization and offering expenses of the Fund (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust’s officers and employees; fees and expenses of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund's accounting agent ; payments for which maintaining the Trust is responsible pursuant to Fund’s financial books and records and calculating the terms daily net asset value of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsFund’s shares; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund for sale; interest charges, bond premiums and other insurance expensesale (if any); freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees securities of the Trust who are not affiliated persons of youFund; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostockholders; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' stockholders’ and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses the Fund’s business) of any activity which is primarily intended to result in sales of Shares officers, trustees and employees of the Fund if Trust who are not interested persons of the Sub-adviser; and travel expenses (or an appropriate portion thereof) of officers or trustees of the Trust who are officers, directors or employees of the Sub-adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all Board of such expenses, or (ii) Trustees of the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some any committees thereof or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4Section 3, you the Sub-adviser shall pay the compensation and expenses of all Trusteesits directors, partners, officers and employees, if any, who serve as officers and executive employees of the Trust (including the FundPortfolio's share of payroll taxes) who are affiliated persons of you), and you the Sub-adviser shall make available, without expense to the FundPortfolio, the services service of such of your its directors, partners, officers and employees as employees, if any, who may be duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Sub-adviser shall not be required to pay any expenses of the Fund Portfolio other than those specifically allocated to you the Sub-adviser in this section 4Section 3. In particular, but without limiting the generality of the foregoing, you the Sub-adviser shall not be responsible, except to the extent of the reasonable compensation of such of the FundTrust's Trustees and officers employees (if any) as are directors, officers or employees of you the Sub-adviser whose services may be involved, for any of the following expenses of the FundPortfolio: organization and offering expenses of the Fund Portfolio (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you the Manager and to any other Fund advisors Portfolio advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund Portfolio in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust's officers and employees; fees and expenses of the Fund's accounting any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents Portfolio; payments for maintaining the Portfolio's financial books and registrarsrecords and calculating the daily net asset value of the Portfolio's shares; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, and other expenses in connection with the issuance, offering, distribution, sale, redemption distribution or repurchase sale of securities issued by the FundPortfolio; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund Portfolio for sale; interest charges, bond premiums and other insurance expensesale (if any); freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees securities of the Trust who are not affiliated persons of youPortfolio; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the FundPortfolio, or of entering into other transactions or engaging in any investment practices with respect to the Portfolio; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostockholders; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholdersstockholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses the Portfolio's business) of any activity which is primarily intended to result in sales of Shares officers, trustees and employees of the Fund if Trust who are not interested persons of the Sub-adviser; and travel expenses (or an appropriate portion thereof) of officers or trustees of the Trust who are officers, directors or employees of the Sub-adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all Board of such expenses, or (ii) Trustees of the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some any committees thereof or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust Fund (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the TrustFund, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the TrustFund; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust Fund is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust Fund business) of Trustees, officers and employees of the Trust Fund who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs statements of additional information of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.litigation

Allocation of Charges and Expenses. Except as otherwise specifically provided The Adviser will pay all costs incurred by the Adviser in connection with the performance of its duties under Section 2 of this section 4, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by lawInvestment Management Agreement. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall The Adviser will not be required to pay bear any expenses of the Fund any Portfolio other than those specifically allocated to you the Adviser in this section 4Section 6. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall Adviser will not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that related to: (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or interest and taxes; (ii) brokerage commissions; (iii) premiums for fidelity and other insurance coverage requisite to the Trust on behalf Company’s operations; (iv) the fees and expenses of its non-interested directors; (v) legal, audit and fund accounting expenses; (vi) custodian and transfer agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) fees and expenses related to the registration under federal and state securities laws of shares of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund Company for public sale; (or some other partyix) shall assume some or all expenses of such expenses. You shall be required printing and mailing prospectuses, reports, notices and proxy material to pay such shareholders of the foregoing sales Company; (x) all other expenses incidental to holding meetings of the Company’s shareholders; and (xi) such extraordinary non-recurring expenses as are may arise, including litigation affecting the Company and any obligation which the Company may have to indemnify its officers and Directors with respect thereto. 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 officers, directors or employees of the Company shall not required to receive any compensation from the Company for their services, with the exception of the chief compliance officer of the Company, who may be paid compensated by the principal underwriter pursuant Company for services provided to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planCompany.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 43, you the Adviser shall pay the compensation and expenses of all Trusteesits directors, officers and employees who serve as officers and executive employees of the Trust (including the Fund's Trust’s share of payroll taxes) who are affiliated persons of you), and you the Adviser shall make available, without expense to the Fund, the services service of such of your its directors, officers and employees as who may be duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Adviser shall not be required to pay any expenses of the Fund other than those specifically allocated to you the Adviser in this section 43. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers Trust’s employees as are directors, officers or employees of you the Adviser whose services may be involved, for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Adviser’s overhead or and employee costs); ) fees payable to you the Adviser and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust’s officers and employees; fees and expenses of the Fund's accounting ’s custodian or of any subcustodian, transfer agent, registrar, or dividend disbursing agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsFund; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, certificates; other expenses in connection with the issuance, offering, distribution, sale, redemption distribution or repurchase sale of securities issued by the Fund; expenses relating to investor and public relations; relations expenses and fees of registering or and qualifying Shares shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's ’s portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostockholders; costs of stationerystationery or other office supplies; any litigation expenses; indemnification of Trustees and officers of the Trust; and expenses costs of shareholders' stockholders’ and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses the Fund’s business) of any activity which is primarily intended to result in sales of Shares officers, trustees and employees of the Fund if Trust who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers or trustees of the Trust who are officers, directors or employees of the Adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Board of Trustees of the Trust with respect to matters concerning the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the any committees thereof or advisers thereto, or such expenses that relate to meetings whose primary purpose is with respect to Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planmatters.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4Section 3, you the Sub-adviser shall pay the compensation and expenses of all Trusteesits directors, partners, officers and employees, if any, who serve as officers and executive employees of the Trust (including the Fund's Portfolio’s share of payroll taxes) who are affiliated persons of you), and you the Sub-adviser shall make available, without expense to the FundPortfolio, the services service of such of your its directors, partners, officers and employees as employees, if any, who may be duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Sub-adviser shall not be required to pay any expenses of the Fund Portfolio other than those specifically allocated to you the Sub-adviser in this section 4Section 3. In particular, but without limiting the generality of the foregoing, you the Sub-adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, responsible for the following expenses of the FundPortfolio: organization and offering expenses of the Fund Portfolio (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors Portfolio advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund Portfolio in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust’s officers and employees; fees and expenses of the Fund's accounting any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents Portfolio; payments for maintaining the Portfolio’s financial books and registrarsrecords and calculating the daily net asset value of the Portfolio’s shares; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund Portfolio for sale; interest charges, bond premiums and other insurance expensesale (if any); freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees securities of the Trust who are not affiliated persons of youPortfolio; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the FundPortfolio, or of entering into other transactions or engaging in any investment practices with respect to the Portfolio; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostockholders; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' stockholders’ and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses the Portfolio’s business) of any activity which is primarily intended to result in sales of Shares officers, trustees and employees of the Fund if Trust who are not interested persons of the Sub-adviser; and travel expenses (or an appropriate portion thereof) of officers or trustees of the Trust who are officers, directors or employees of the Sub-adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all Board of such expenses, or (ii) Trustees of the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some any committees thereof or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section Section 4, you the Adviser shall pay the compensation and expenses of all Trusteesits directors, officers and employees who serve as officers and executive employees of the Trust Fund (including the Fund's share of payroll taxes) who are affiliated persons of youtaxes for such persons), and you the Adviser shall make available, without expense to the Fund, the services service of such of your its directors, officers and employees as who may duly be duly-elected officers of the TrustFund, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Adviser shall not be required to pay any expenses of the Fund other than those specifically allocated to you the Adviser in this section Section 4. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers employees as are directors, officers or employees of you the Adviser whose services may be involved, for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Adviser's overhead or and employee costs); fees payable to you the Adviser and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; interest expenses, telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; costs of insurance relating to fidelity coverage for the Fund's officers and employees; fees and expenses of the Fund's accounting agent custodian, any sub-custodian, transfer agent, registrar, or dividend disbursing agent; payments to the Adviser for which maintaining the Trust is responsible Fund's financial books and records and calculating the daily net asset value pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsSection 3 hereof; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, certificates; other expenses in connection with the issuance, offering, distribution, sale, sale or redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing Prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostockholders; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholdersstockholders' meetings; the compensation and other meetings. You shall not be required all expenses (specifically including travel expenses relating to pay expenses the Fund's business) of any activity which is primarily intended to result in sales of Shares officers, trustees and employees of the Fund if who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers or trustees of the Fund who are officers, directors or employees of the Adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all Board of such expenses, or (ii) the Trust on behalf Trustees of the Fund shall have adopted a plan in conformity with Rule 12b-1 under respect to matters concerning the 1940 Act providing that the Fund (Fund, or some other party) shall assume some any committees thereof or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section Section 4, you the Adviser shall pay the compensation and expenses of all Trusteesits directors, officers and employees who serve as officers and executive employees of the Trust Fund (including the Fund's share of payroll taxes) who are affiliated persons of youtaxes for such persons), and you the Adviser shall make available, without expense to the Fund, the services service of such of your its directors, officers and employees as who may duly be duly-elected officers of the TrustFund, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Adviser shall not be required to pay any expenses of the Fund other than those specifically allocated to you the Adviser in this section Section 4. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers employees as are directors, officers or employees of you the Adviser whose services may be involved, for the following expenses of the Fund: ; organization and certain offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Adviser's overhead or and employee costs); fees payable to you the Adviser and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; costs of insurance relating to fidelity coverage for the Fund's officers and employees; fees and expenses of the Fund's accounting custodian, any sub-custodian, transfer agent registrar, or dividend disbursing agent; payments to the Adviser for which maintaining the Trust is responsible Fund's financial books and records and calculating the daily net asset value pursuant to the terms of the Fund Accounting Services AgreementSection 3 hereof, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, certificates; other expenses in connection with the issuance, offering, distribution, sale, sale or redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostock-holders; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholdersstockholders' meetings; the compensation and other meetings. You shall not be required all expenses (specifically including travel expenses relating to pay expenses the Fund's business) of any activity which is primarily intended to result in sales of Shares officers, directors and employees of the Fund if who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers or directors of the Fund who are officers, directors or employees of the Adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all Board of such expenses, or (ii) the Trust on behalf Directors of the Fund shall have adopted a plan in conformity with Rule 12b-1 under respect to matters concerning the 1940 Act providing that the Fund (Fund, or some other party) shall assume some any committees thereof or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' shareholders and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Fund s Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 43, you the Adviser shall pay the compensation and expenses of all Trusteesits directors, officers and employees who serve as officers and executive employees of the Trust or Fund (including the Trust's or Fund's ’s share of payroll taxes) who are affiliated persons of you), and you the Adviser shall make available, without expense to the Fund, the services service of such of your its directors, officers and employees as who may be duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You The Adviser shall provide at your expense also pay the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereoffees of any sub-adviser. You The Adviser shall not be required to pay any expenses of the Fund or Trust other than those specifically allocated to you the Adviser in this section 43. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Trust's or Fund's Trustees and officers ’s employees as are directors, officers or employees of you the Adviser whose services may be involved, for any expenses of other series of the Trust or for the following expenses of the FundFund or Trust: organization and certain offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Adviser's overhead or and employee costs); fees payable to you the Adviser and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust's officers and employees; fees and expenses of the Fund's Administrator or of any custodian, subcustodian, transfer agent, fund accounting agent, registrar, or dividend disbursing agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsFund; payment payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates andcertificates, except as provided below in this section 4, if any; other expenses in connection with the issuance, offering, distribution, sale, redemption distribution or repurchase sale of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares shares of the Fund for sale; interest charges, bond premiums sale and other insurance expenseof compliance with applicable state notice filing requirements; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationerystationery or other office supplies; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses the Fund's business) of any activity which is primarily intended to result in sales of Shares officers, Trustees and employees of the Fund if Trust who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers or Trustees of the Trust who are officers, Trustees or employees of the Adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Board of Trustees of the Trust with respect to matters concerning the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (any committees thereof or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. (a) Except as otherwise specifically provided in this section 4Section 5, you the Sub-Adviser shall pay the compensation and expenses of all Trusteesof its directors, officers and employees who serve as trustees, officers and executive employees of the Trust (including the FundTrust's share of payroll taxes) who are affiliated persons of you), and you the Sub-Adviser shall make available, without expense to the each Fund, the services service of such of your its directors, officers and employees as who may be duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You . (b) The Sub-Adviser shall not be required to pay pursuant to this Agreement any expenses of the each Fund other than those specifically allocated to you the Sub-Adviser in this section 45. In particular, but without limiting the generality of the foregoing, you the Sub-Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the FundTrust's Trustees and officers employees as are directors, officers or employees of you the Sub-Adviser whose services may be involved, for the following expenses of the each Fund: organization and certain offering expenses of the each Fund (including out out-of-pocket expenses, but not including your the Sub-Adviser's overhead or and employee costs); fees payable to you the Sub-Adviser and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the or with respect to each Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust's officers and employees; fees and expenses of the each Fund's accounting agent for which the Trust is responsible pursuant Administrator, Sub-Administrator, or Fund Accounting Agent or of any Custodian, Sub-custodian, Transfer Agent, Registrar, or Dividend Disbursing Agent of each Fund; payments to the terms of the Administrator, Sub-Administrator or Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents Agent for maintaining each Fund's financial books and registrarsrecords and calculating its daily net asset value; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, certificates; other expenses in connection with the issuance, offering, distribution, sale, redemption distribution or repurchase sale of securities issued by the each Fund; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the each Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the each Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the each Fund, or of entering into other transactions or engaging in any investment practices with respect to each Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostockholders; costs of stationerystationery or other office supplies; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholdersstockholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses each Fund's business) of any activity which is primarily intended to result in sales of Shares officers, Trustees and employees of the Fund if Trust who are not interested persons of the Sub-Adviser; and travel expenses (or an appropriate portion thereof) of officers or Trustees of the Trust who are officers, directors or employees of the Sub-Adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Board of Trustees of the Trust with respect to matters concerning each Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (any committees thereof or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 45, you shall pay the compensation and expenses of all TrusteesDirectors, officers and executive employees of the Trust Corporation (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the TrustCorporation, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 3 hereof and the administrative services described in section 3 4 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 45. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees Directors and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the TrustCorporation; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 45, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust Corporation business) of TrusteesDirectors, officers and employees of the Trust Corporation who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees Directors and officers of the TrustCorporation; and costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Directors and officers of the Corporation who are directors, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Directors of the Corporation or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust Corporation on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume have assumed some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4Section 3, you the Adviser shall pay the compensation and expenses of all Trusteesits directors, officers and employees who serve as officers and executive employees of the Trust (including the Fund's Trust’s share of payroll taxes) who are affiliated persons of you), and you the Adviser shall make available, without expense to the Fund, the services service of such of your its directors, officers and employees as who may be duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Adviser shall not be required to pay any expenses of the Fund other than those specifically allocated to you the Adviser in this section 4Section 3. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers Trust’s employees as are directors, officers or employees of you the Adviser whose services may be involved, for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Adviser’s overhead or and employee costs); ) fees payable to you the Adviser and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust’s officers and employees; fees and expenses of the Fund's accounting ’s custodian or of any subcustodian, transfer agent, registrar, or dividend dispersing agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsFund; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, certificates; other expenses in connection with the issuance, offering, distribution, sale, redemption distribution or repurchase sale of securities issued by the Fund; expenses relating to investor and public relations; relations expenses and fees of registering or and qualifying Shares shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's ’s portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostockholders; costs of stationerystationery or other office supplies; any litigation expenses; indemnification of Trustees and officers of the Trust; and expenses costs of shareholders' stockholders’ and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses the Fund’s business) of any activity which is primarily intended to result in sales of Shares officers, Trustees and employees of the Fund if Trust who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers, Trustees and employees of the Trust who are not interested persons of the Adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Board of the Trust who are officers, directors or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Board of the Trust with respect to matters concerning the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the any committees thereof or advisers thereto, or such expenses that relate to meetings whose primary purpose is with respect to Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planmatters.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 43, you the Adviser shall pay the compensation and expenses of all Trusteesits governors, officers and employees who serve as officers and executive employees of the Trust or Fund (including the Trust’s or Fund's ’s share of payroll taxes) who are affiliated persons of you), and you the Adviser shall make available, without expense to the Fund, the services service of such of your directorsits governors, officers and employees as who may be duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You The Adviser shall provide at your expense also pay the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereoffees of any sub-adviser. You The Adviser shall not be required to pay any expenses of the Fund or Trust other than those specifically allocated to you the Adviser in this section 43. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Trust's or Fund's Trustees and officers ’s employees as are directors, officers or employees of you the Adviser whose services may be involved, for any expenses of other series of the Trust or for the following expenses of the FundFund or Trust: organization and certain offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Adviser's overhead or and employee costs); fees payable to you the Adviser and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust’s officers and employees; fees and expenses of the Fund's ’s Administrator or of any custodian, subcustodian, transfer agent, fund accounting agent, registrar, or dividend disbursing agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsFund; payment payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates andcertificates, except as provided below in this section 4, if any; other expenses in connection with the issuance, offering, distribution, sale, redemption distribution or repurchase sale of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares shares of the Fund for sale; interest charges, bond premiums sale and other insurance expenseof compliance with applicable state notice filing requirements; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationerystationery or other office supplies; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' ’ and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses the Fund’s business) of any activity which is primarily intended to result in sales of Shares officers, Trustees and employees of the Fund if Trust who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers or Trustees of the Trust who are officers, governors or employees of the Adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Board of Trustees of the Trust with respect to matters concerning the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (any committees thereof or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 45, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 3 hereof and the administrative services described in section 3 4 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 45. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund Trust in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 45, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Trustees and officers of the Trust who are directors, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. (a) Except as otherwise specifically provided in this section 4Section 5, you the Adviser shall pay the compensation and expenses of: (1) the executive, supervisory and clerical personnel necessary to perform its obligations under this Agreement, as well as related overhead, travel, preparation of all Board materials on behalf of the Adviser, review of marketing materials and marketing support; (2) any Sub-Adviser; and (3) Trustees, officers and executive employees of the Trust (including the Fund's Trust’s share of payroll taxes, if any) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services the Adviser, including any officer or employee of the Adviser that may be involved, for selected by the following Board to serve as the chief compliance officer (“CCO”) of the Trust. (b) The Adviser shall bear all reasonable expenses of the Fund: organization expenses Trust, if any, arising out of an assignment or change in control of the Fund Adviser. In the event that there is a proposed change in control of the Adviser that would act to terminate this Agreement, and if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Trust to be required by the 1940 Act or any rule or regulation thereunder, the Adviser agrees to assume all reasonable costs associated with soliciting shareholders of the Funds to approve continuation of this Agreement. Such expenses include the costs of preparation and mailing of a proxy statement, and of soliciting proxies. (including out of-pocket expensesc) Except to the extent expressly assumed by the Adviser or required under applicable laws, rules or regulations to be paid, assumed or reimbursed by the Adviser, the Adviser shall have no duty to pay any ordinary operating expenses incurred in the organization and operation of the Funds. Ordinary operating expenses include, but are not including your overhead or employee costs)limited to, brokerage commissions and other transaction charges; fees payable to you taxes; legal, auditing, printing and to any other Fund advisors or consultantsgovernmental fees; legal litigation and investigation expenses; auditing and accounting expenses; maintenance the costs of maintaining the Funds’ financial books and records which are required records; the cost of calculating the Funds’ net asset value; the costs of insurance relating to be maintained by the Fund's custodian or other agents of fidelity and directors and officers errors and omissions coverage for the Trust’s Trustees, officers and employees; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which service providers of the Trust is responsible pursuant to the terms (other than any Sub-Adviser); expenses of issue, sale, redemption and repurchase of shares of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents Funds; expenses of registering and registrarsqualifying shares of the Funds for sale; expenses relating to Board and shareholder meetings (other than meetings relating to matters that are determined to primarily benefit the Adviser); the cost of preparing and distributing reports and notices to shareholders; the costs of notices about and payment of dividends to shareholders; payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated interested persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the TrustAdviser; and costs of shareholders' interest payments and other meetings. You shall not be required to pay expenses of fees or charges associated with any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne credit facilities established by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planFunds.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all Trustees, Trustees and officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreementagent, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are generally required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planagreement.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 45, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the each Fund's ’s share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the FundFunds, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 4 hereof. You shall not be required to pay any expenses of the Fund Funds other than those specifically allocated to you in this section 45. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's ’s Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the each Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's ’s custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund Funds in connection with membership in investment company trade organizations; fees and expenses of the Fund's ’s accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 45, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the each Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the each Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the each Fund's ’s portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the FundFunds; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the each Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' ’ and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the a Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's ’s Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the a Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the a Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. (a) Except as otherwise specifically provided in this section 45, you the Subadviser shall pay the compensation and expenses of all Trusteesof its directors, officers and employees who serve as trustees, officers and executive employees of the Trust (including the FundTrust's share of payroll taxes) who are affiliated persons of you), and you the Subadviser shall make available, without expense to the Fund, the services service of such of your its directors, officers and employees as who may be duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You . (b) The Subadviser shall not be required to pay pursuant to this Subadvisory Agreement any expenses of the Fund other than those specifically allocated to you the Subadviser in this section 45. In particular, but without limiting the generality of the foregoing, you the Subadviser shall not be responsible, except to the extent of the reasonable compensation of such of the FundTrust's Trustees and officers employees as are directors, officers or employees of you the Subadviser whose services may be involved, for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Subadviser's overhead or and employee costs); fees payable to you the Subadviser and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust's officers and employees; fees and expenses of the Fund's accounting Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent for which of the Trust is responsible pursuant Fund; payments to the terms of Administrator for maintaining the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents Fund's financial books and registrarsrecords and calculating its daily net asset value; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, certificates; other expenses in connection with the issuance, offering, distribution, sale, redemption distribution or repurchase sale of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostockholders; costs of stationerystationery or other office supplies; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholdersstockholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses the Fund's business) of any activity which is primarily intended to result in sales of Shares officers, Trustees and employees of the Fund if Trust who are not interested persons of the Subadviser; and travel expenses (or an appropriate portion thereof) of officers or Trustees of the Trust who are officers, directors or employees of the Subadviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Board of Trustees of the Trust with respect to matters concerning the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (any committees thereof or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section Section 4, you the Adviser shall pay the compensation and expenses of all Trusteesits directors, officers and employees who serve as officers and executive employees of the Trust Fund (including the Fund's share of payroll taxes) who are affiliated persons of youtaxes for such persons), and you the Adviser shall make available, without expense to the Fund, the services service of such of your its directors, officers and employees as who may duly be duly-elected officers of the TrustFund, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Adviser shall not be required to pay any expenses of the Fund other than those specifically allocated to you the Adviser in this section Section 4. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers employees as are directors, officers or employees of you the Adviser whose services may be involved, for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Adviser's overhead or and employee costs); fees payable to you the Adviser and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; interest expenses, telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; costs of insurance relating to fidelity coverage for the Fund's officers and employees; fees and expenses of the Fund's accounting agent custodian, any sub-custodian, transfer agent, registrar, or dividend disbursing agent; payments to the Adviser for which maintaining the Trust is responsible Fund's financial books and records and calculating the daily net asset value pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsSection 3 hereof; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, certificates; other expenses in connection with the issuance, offering, distribution, sale, sale or redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing Prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostockholders; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholdersstockholders' meetings; the compensation and other meetings. You shall not be required all expenses (specifically including travel expenses relating to pay expenses the Fund's business) of any activity which is primarily intended to result in sales of Shares officers, directors and employees of the Fund if who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers or directors of the Fund who are officers, directors or employees of the Adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all Board of such expenses, or (ii) the Trust on behalf Directors of the Fund shall have adopted a plan in conformity with Rule 12b-1 under respect to matters concerning the 1940 Act providing that the Fund (Fund, or some other party) shall assume some any committees thereof or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 43, you the Manager shall pay the compensation and expenses of all its directors, officers and employees who serve as Trustees, officers and executive employees of the Trust (including the FundTrust 's share of payroll taxes) who are affiliated persons of you, and you shall pay all fees payable pursuant to portfolio management agreements with any Portfolio Managers it may retain. The Manager shall make available, without expense to the FundFunds, the services of such of your its directors, officers and employees as who may be duly be elected officers or Trustees of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Manager shall not be required to pay any expenses of the Fund Trust or the Funds other than those specifically allocated to you the Manager in this section 43. In particular, but without limiting the generality of the foregoing, you the Manager shall not be responsible, except to the extent of the reasonable compensation of such of the FundTrust's Trustees and officers employees as are directors, officers or employees of you the Manager whose services may be involved, for the following expenses of the FundTrust or the Funds: organization and offering expenses of the Fund Trust and the Funds (including out out-of-pocket expenses, but not including your the Manager 's overhead or and employee costs); fees payable to you and to any other Fund advisors or consultantsthe Manager ; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund Trust or the Funds in connection with membership in investment company trade organizations; costs of insurance; fees and expenses of the FundTrust's accounting Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent for which of the Trust is responsible pursuant to or the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsFunds; payment payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase sale of securities issued by the FundFunds; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund Funds for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's Funds' portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the FundFunds, or of entering into other transactions or engaging in any investment practices with respect to the Funds; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses costs of preparing, printing and mailing Prospectuses and SAIs of the Fund and supplements theretofiling documents with regulatory agencies; costs of stationerystationery and other office supplies; any litigation or other extraordinary expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses of any activity which is primarily intended to result in sales of Shares the business of the Fund if Trust or a Fund) of officers, Trustees and employees of the Trust who are not interested persons of the Manager; and travel expenses (or an appropriate portion thereof) of officers or Trustees of the Trust who are officers, directors or employees of the Manager to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Fund's Shares pursuant to an underwriting agreement which provides that Board of Trustees of the underwriter shall assume some or all of such expensesTrust, or (ii) any committees thereof or advisory group thereto or other business of the Trust on behalf of or the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planFunds.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the each Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the FundFunds, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the a Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the a Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the each Fund: organization expenses of the Fund (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreementagent, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Trustees and officers of the Trust who are directors, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the a Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses, or (iii) such expenses are required to be borne by Scudder pursuant to section 4 of the Investment Company Services Agxxxxxxx, dated as of October 8, 1984 among American Association of Retired Persons, AARP/Scudder Financial Management Company, and us. You shall be required to pay xx xxx such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-of- pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall You will pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, Fund and you shall will make available, without expense to the Fund, the services of such of your managing directors, officers principals and employees as may duly be elected officers or Trustees of the TrustFund, subject to their individual consent to serve and to any limitations imposed by law. You shall will pay the Portfolio's office rent and will provide at your expense the portfolio management investment advisory research and statistical facilities and all clerical services described in section 2 hereof relating to research, statistical and the administrative services described in section 3 hereofinvestment work. You shall will not be required to pay any expenses of the Fund other than those specifically allocated to you in this section paragraph 4. In particular, but without limiting the generality of the foregoing, you shall will not be responsible, except required to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fundpay: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs)Fund; clerical salaries; fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; brokers' commissions; payment for portfolio pricing services to a pricing agent, if any; legal, auditing or accounting expenses; taxes or governmental fees; the fees and expenses of the Fund's accounting transfer agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsFund; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses the cost of preparing share certificates andor any other expenses, except as provided below in this section 4, other including clerical expenses in connection with the issuance, offering, distribution, saleof issue, redemption or repurchase of securities issued by shares of the Fund; the expenses relating to investor and public relations; expenses of and fees of for registering or qualifying Shares securities for sale; the fees and expenses of Trustees of the Fund for salewho are not affiliated with you; interest charges, bond premiums the cost of preparing and other insurance expensedistributing reports and notices to shareholders; freight, insurance public and other charges in connection with investor relations expenses; or the shipment fees or disbursements of custodians of the Fund's portfolio securities; assets, including expenses incurred in the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing performance of any portfolio securities obligations enumerated by the Declaration of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs Trust or By-Laws of the Fund and supplements thereto; costs of stationery; insofar as they govern agreements with any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetingssuch custodian. You shall not be required to pay expenses of any activity which is primarily intended to result in sales the sale of Shares shares, including clerical expenses, of offer, sale, underwriting and distribution of the Fund Fund's shares if and to the extent that such expenses (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust Fund on behalf of the Fund Portfolio shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Investment Company Act of 1940, as amended, providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall You will make available, without expense to the Fund, the services of such of your directors, officers officers, and employees as may duly be elected Directors or officers of the TrustFund, subject to their individual consent to serve and to any limitations imposed by law. You shall provide will provide, at your expense expense, all clerical services relating to the portfolio management services described in section 2 hereof and business of the administrative services described in section 3 hereofFund. You shall will pay the compensation of such of your directors, officers, and employees as may duly be elected Directors or officers of the Fund. You will not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4paragraph 3. In particular, but without limiting the generality of the foregoing, you shall will not be responsible, except required to pay: clerical salaries not relating to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs)described in paragraph 2 above; fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; brokers' commissions; payment for portfolio pricing services to a pricing agent, if any; legal, auditing, or accounting expenses; taxes or governmental fees; the fees and expenses of the Fund's accounting transfer agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsFund; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses the cost of preparing share certificates andor any other expenses, except as provided below in this section 4including clerical expenses, other expenses incurred in connection with the issuance, offering, distributionissue, sale, redemption underwriting, redemption, or repurchase of securities issued by shares of the Fund; the expenses relating to investor and public relations; expenses of and fees of for registering or qualifying Shares securities for sale; the fees and expenses of Directors of the Fund for salewho are not affiliated with you; interest charges, bond premiums the cost of preparing and other insurance expensedistributing reports and notices to shareholders; freight, insurance public and other charges in connection with investor relations expenses; or the shipment fees or disbursements of custodians of the Fund's portfolio securities; assets, including expenses incurred in the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing performance of any portfolio securities obligations enumerated by the Articles of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs Incorporation or By-Laws of the Fund and supplements thereto; costs of stationery; insofar as they govern agreements with any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plancustodian.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 43, you the Adviser shall pay the compensation and expenses of all Trusteesits directors, officers and employees who serve as directors, officers and executive employees of the Trust Company (including the FundCompany's share of payroll taxes) who are affiliated persons of you, and you shall pay all fees payable pursuant to portfolio management agreements with any Portfolio Managers it may retain. The Adviser shall make available, without expense to the FundFunds, the services of such of your its directors, officers and employees as who may be duly be elected officers or directors of the TrustCompany, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Adviser shall not be required to pay any expenses of the Fund Company or the Funds other than those specifically allocated to you the Adviser in this section 43. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the FundCompany's Trustees and officers employees as are directors, officers or employees of you the Adviser whose services may be involved, for the following expenses of the FundCompany or the Funds: organization and certain offering expenses of the Fund Company and the Funds (including out out-of-pocket expenses, but not including your the Adviser's overhead or and employee costs); fees payable to you and to any other Fund advisors or consultantsthe Adviser; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund Company or the Funds in connection with membership in investment company trade organizations; costs of insurance; fees and expenses of the FundCompany's accounting Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsCompany or the Funds; payment payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing and printing share certificates and, except as provided below in this section 4, certificates; other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase sale of securities issued by the FundFunds; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund Funds for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's Funds' portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the FundFunds, or of entering into other transactions or engaging in any investment practices with respect to the Funds; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostockholders; costs of stationerypreparing, printing and filing documents with regulatory agencies; costs of stationery and other office supplies; any litigation or other extraordinary expenses; indemnification of Trustees and officers of the Trust; and costs of shareholdersstockholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses of any activity which is primarily intended to result in sales of Shares the business of the Fund if Company or a Fund) of officers, directors and employees of the Company who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers or directors of the Company who are officers, directors or employees of the Adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Fund's Shares pursuant to an underwriting agreement which provides that Board of Directors of the underwriter shall assume some or all of such expensesCompany, or (ii) the Trust on behalf any committees thereof or advisory group thereto or other business of the Fund shall have adopted a plan in conformity with Rule 12b-1 under Company or the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planFunds.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 45, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fundeach Portfolio's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the FundPortfolios, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 3 hereof and the administrative services described in section 3 4 hereof. You shall not be required to pay any expenses of the Fund Portfolios other than those specifically allocated to you in this section 45 and under the terms of the Special Servicing Agreement dated November 15, 1996 ("Special Servicing Agreement") among you, the Trust, Xxxxxxx Fund Accounting Corporation, Xxxxxxx Service Corporation, Xxxxxxx Trust Company, Xxxxxxx Investor Services, Inc. and the various funds in which the Portfolios may invest (the "Underlying Funds"). In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to such expenses include the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fundfollowing: organization expenses of the Fund each Portfolio (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund Portfolio advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's Portfolios' custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund Portfolios in connection with membership in investment company trade organizations; fees and expenses of the Fund's Portfolios' accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreementagent, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 45, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the FundPortfolios; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund Portfolios for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's Portfolios' investment portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the FundPortfolios; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund Portfolios and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Trustees and officers of the Trust who are directors, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You Except as provided in the Special Servicing Agreement, you shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund Portfolios if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Portfolios' Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund Portfolios shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund Portfolios (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund Portfolios (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided noted in this section 4section, you Administrator shall pay assume all operating expenses of each Fund not specifically assumed by the compensation Fund, including without limitation: a) Compensation and expenses of all Trustees, officers and executive any employees of the Trust (including the Fund's share and of payroll taxes) who are affiliated any other persons of you, and you shall make available, without expense rendering any services to the Fund, the services of such of your directors, officers ; b) clerical and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage shareholder service staff salaries; c) office space and other communications office expenses; taxes and governmental fees; fees, dues ; d) fees and expenses incurred by the Fund in connection with membership in investment company trade organizations; ; e) fees and expenses of counsel to the Trustees who are not interested persons of the Fund and Trust; f) fees and expenses of counsel to the Fund and Trust engaged to assist with preparation of Fund and Trust documents and filings and provide other ordinary legal services; g) fees and expenses of independent public accountants to each Fund, including fees and expense for tax preparation; h) expenses of registering shares under federal and state securities laws; i) insurance expenses; j) fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agentscustodian; shareholder servicing, dividend disbursing agents and registrarstransfer agent; payment administrator; distributor; and accounting and pricing services agent(s) of each Fund; k) compensation for portfolio pricing a chief compliance officer for the Trust; l) expenses, including clerical expenses, of issue, sale, redemption, or valuation services repurchase of shares of the Fund; m) the cost of preparing and distributing reports and notices to pricing shareholders; n) the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund’s current shareholders; o) the cost of printing or preparing documents, statements or reports to shareholders; and p) and all other operating expenses not specifically assumed by the Fund. With respect to Sections 4(e), 4(f), 4(g), and 4(j) above, the Administrator shall use reasonable commercial efforts to cause each service provider to execute written agreements waiving its right to bring a collection action against the Trust (including its Trustees, employees, and agents, accountants, bankers ) with respect to its fee and other specialists, if any; expenses up to the maximum amount that the Administrator is required to pay such service provider. The Administrator shall prepare periodic reports for the Board of Trustees regarding the operating expenses of preparing share certificates andeach Fund. The reports shall contain such information and be submitted on such periodic basis as requested by the Board of Trustees. Administrator shall not be responsible for: a) fees and expenses of the investment advisor of each Fund; b) marketing, except as provided below in this section 4distribution, other and servicing expenses related to the sale or promotion of Fund shares; c) expenses incurred in connection with the issuance, offering, distribution, sale, redemption or repurchase organization and initial registration of securities issued by the shares of a Fund; ; d) expenses relating related to investor shareholder meetings and public relations; proxy solicitations; e) indirect expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities, such as expenses incurred by other investment companies in which the Fund invests; f) hiring employees and retaining advisers and experts as contemplated by Rule 0-1(a)(7)(vii) of the 1940 Act; and g) expenses that the compensation Funds are obligated to pay, as described in the following paragraph. The Fund shall pay all brokerage fees and commissions, taxes, borrowing costs (such as interest or dividend expenses on securities sold short). The Fund shall also pay all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall not be required which it is authorized to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing Act. Administrator may obtain reimbursement from the Fund, at such time or times as Administrator may determine in its sole discretion, for any of the expenses advanced by Administrator that the Fund (or some other party) is obligated to pay, and such reimbursement shall assume some or all not be considered to be part of such expensesAdministrator’s compensation pursuant to this Agreement. You The Fund shall also pay for litigation to which the Fund may be required to pay such a party and indemnification of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planTrust’s trustees and officers with respect thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 43, you the Adviser shall pay the compensation and expenses of all Trusteesits directors, officers and employees who serve as officers and executive employees of the Trust (including the FundTrust's share of payroll taxes) and of all Trustees of the Trust who are affiliated interested persons of youthe Adviser, and you the Adviser shall make available, without expense to the FundTrust or the Funds, the services service of such of your its directors, officers and employees as who may be duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Adviser shall not be required to pay any expenses of the Fund Trust or the Funds other than those specifically allocated to you the Adviser in this section 43. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the FundTrust's Trustees and officers employees as are directors, officers or employees of you the Adviser whose services may be involved, for the following expenses of the FundTrust or the Funds: organization and certain offering expenses of the Fund Funds (including out out-of-pocket expenses, but not including your the Adviser's overhead or and employee costs); fees payable to you the Adviser and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund Funds in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust's officers and employees, fees and expenses of the Fund's accounting Funds' Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent for which of the Trust is responsible pursuant to the terms on behalf of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsFunds; payment payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption distribution or repurchase sale of securities issued by the FundFunds; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund Funds for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's Funds' portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Funds, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; costs of stationery; any litigation expenses; costs of shareholders' and other meetings; the compensation and all expenses (specifically including travel expenses relating to the Trust business) of Trustees, officers and employees of the Trust who are not affiliated interested persons of youthe Adviser or Administrator; brokerage commissions and travel expenses (or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification an appropriate portion thereof) of Trustees and officers of the Trust; and costs Trust who are directors, officers or employees of shareholders' and other meetingsthe Adviser or the Administrator to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust or any committees thereof or advisers thereto. You The Adviser shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares shares of the Fund Funds if and to the extent that (i) such expenses are assumed or required to be borne by a the Funds' principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume or some or all of such expensesother party, or (ii) the Trust on behalf of the Fund Funds shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund Funds (or some other party) shall assume some or all of such expenses. You The Adviser shall be required to pay such of the foregoing sales expenses as are not assumed or required to be paid by the principal underwriter pursuant to the underwriting agreement or some other party or are not permitted to be paid by the Fund Funds (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 45, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust Fund (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the TrustFund, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 4 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 45. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the TrustFund; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust Fund is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 45, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust Fund business) of Trustees, officers and employees of the Trust Fund who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the TrustFund; and costs of shareholders' and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 43, you the Adviser shall pay the compensation and expenses of all its Trustees, officers and employees who serve as officers and executive employees of the Trust Group (including the FundGroup's share of payroll taxes) who are affiliated persons of you), and you the Adviser shall make available, without expense to the Fund, the services service of such of your directorsits Trustees, officers and employees as who may be duly be elected officers of the TrustGroup, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Adviser shall not be required to pay any expenses of the Fund other than those specifically allocated to you the Adviser in this section 43. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the FundGroup's Trustees and officers employees as are directors, officers or employees of you the Adviser whose services may be involved, for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Adviser's overhead or and employee costs); fees payable to you the Adviser and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Group's officers and employees; fees and expenses of the Fund's accounting Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent for which of the Trust is responsible pursuant Fund; payments to the terms of Administrator for maintaining the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents Fund's financial books and registrarsrecords and calculating its daily net asset value; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, certificates; other expenses in connection with the issuance, offering, distribution, sale, redemption distribution or repurchase sale of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares shares of the Fund for sale; interest charges, bond premiums sale and fees related to notification and other insurance expensefilings required by states in which Fund shares are sold; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostockholders; costs of stationerystationery or other office supplies; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholdersstockholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses the Fund's business) of any activity which is primarily intended to result in sales of Shares officers, Trustees and employees of the Fund if Group who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers or Trustees of the Group who are officers, Trustees or employees of the Adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Board of Trustees of the Group with respect to matters concerning the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (any committees thereof or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 43, you the Adviser shall pay the compensation and expenses of all Trusteesits directors, officers and employees who serve as officers and executive employees of the Trust Fund (including the Fund's share of payroll taxes) and of all Directors of the Fund who are affiliated interested persons of youthe Adviser, and you the Adviser shall make available, without expense to the FundFund or the Series, the services service of such of your its directors, officers and employees as who may be duly be elected officers of the TrustFund, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Adviser shall not be required to pay any expenses of the Fund or the Series other than those specifically allocated to you the Adviser in this section 43. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers employees as are directors, officers or employees of you the Adviser whose services may be involved, for the following expenses of the FundFund or the Series: organization and certain offering expenses of the Fund Series (including out out-of-pocket expenses, but not including your the Adviser's overhead or and employee costs); fees payable to you the Adviser and to any other advisers or consultants to the Fund advisors or consultantsa Series; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund Series in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Fund's officers and employees, fees and expenses of the Fund's accounting Series' Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarson behalf of the Series; payment payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption distribution or repurchase sale of securities issued by the FundSeries; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund Series for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's Series' portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Series, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings; the compensation and all expenses (specifically including travel expenses relating to the business of the Fund or a Series) of Directors, officers and employees of the Fund who are not interested persons of the Adviser or Administrator; and travel expenses (or an appropriate portion thereof) of Directors and officers of the Fund who are directors, officers or employees of the Adviser or the Administrator to the extent that such expenses relate to attendance at meetings of the Board of Directors of the Fund or any committees thereof or advisers thereto. You The Adviser shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares shares of the Fund Series if and to the extent that (i) such expenses are assumed or required to be borne by a the Series' principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume or some or all of such expensesother party, or (ii) the Trust Fund on behalf of the Fund a Series shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund Series (or some other party) shall assume some or all of such expenses. You The Adviser shall be required to pay such of the foregoing sales expenses as are not assumed or required to be paid by the principal underwriter pursuant to the underwriting agreement of a Series or some other party or are not permitted to be paid by the Fund a Series (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreementagent, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Trustees and officers of the Trust who are directors, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses, or (iii) such expenses are required to be borne by Scudder pursuant to section 4 of the Investment Company Services Agxxxxxxx, dated as of October 8, 1984 among American Association of Retired Persons, AARP/Scudder Financial Management Company, and us. You shall be required to pay xx xxx such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall You will pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, Fund and you shall will make available, without expense to the Fund, the services of such of your managing directors, officers principals and employees as may duly be elected officers or Trustees of the TrustFund, subject to their individual consent to serve and to any limitations imposed by law. You shall will pay the Fund's office rent and will provide at your expense the portfolio management investment advisory research and statistical facilities and all clerical services described in section 2 hereof relating to research, statistical and the administrative services described in section 3 hereofinvestment work. You shall will not be required to pay any expenses of the Fund other than those specifically allocated to you in this section paragraph 4. In particular, but without limiting the generality of the foregoing, you shall will not be responsible, except required to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fundpay: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs)Fund; clerical salaries; fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; brokers' commissions; payment for portfolio pricing services to a pricing agent, if any; legal, auditing or accounting expenses; taxes or governmental fees; the fees and expenses of the Fund's accounting transfer agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsFund; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses the cost of preparing share certificates andor any other expenses, except as provided below in this section 4, other including clerical expenses in connection with the issuance, offering, distribution, saleof issue, redemption or repurchase of securities issued by shares of the Fund; the expenses relating to investor and public relations; expenses of and fees of for registering or qualifying Shares securities for sale; the fees and expenses of Trustees of the Fund for salewho are not affiliated with you; interest charges, bond premiums the cost of preparing and other insurance expensedistributing reports and notices to shareholders; freight, insurance public and other charges in connection with investor relations expenses; or the shipment fees or disbursements of custodians of the Fund's portfolio securities; assets, including expenses incurred in the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing performance of any portfolio securities obligations enumerated by the Declaration of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs Trust or By-Laws of the Fund and supplements thereto; costs of stationery; insofar as they govern agreements with any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetingssuch custodian. You shall not be required to pay expenses of any activity which is primarily intended to result in sales the sale of Shares shares, including clerical expenses, of offer, sale, underwriting and distribution of the Fund Fund's shares if and to the extent that such expenses (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Investment Company Act of 1940, as amended, providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. (a) Except as otherwise specifically provided in this section 4Section 5, you the Adviser shall pay the compensation and expenses of: (i) the executive, supervisory and clerical personnel necessary to perform its obligations under this Agreement, as well as related overhead, travel, preparation of all TrusteesBoard materials on behalf of the Adviser, review of marketing materials and marketing support; and (ii) any Directors, officers and executive employees of the Trust Portfolios (including the Fund's Portfolios’ share of payroll taxes, if any) who are affiliated persons principals, members, officers, or employees of youthe Adviser, including any officer or employee of the Adviser that may be selected by the Board to serve as the chief compliance officer (“CCO”) of the Portfolios. (b) The Adviser shall bear all reasonable expenses of the Portfolios, if any, arising out of an assignment or change in control of the Adviser. In the event that there is a proposed change in control of the Adviser that would act to terminate this Agreement, and you shall make available, without expense if a vote of members to approve continuation of this Agreement is at that time deemed by counsel to the FundPortfolios to be required by the 1940 Act or any rule or regulation thereunder, the services Adviser agrees to assume all reasonable costs associated with soliciting members of such the Portfolios to approve the continuation of your directorsthis Agreement. Such expenses include the costs of preparation and mailing of a proxy statement, and of soliciting proxies. (c) Except to the extent expressly assumed by the Adviser or required under applicable laws, rules or regulations to be paid, assumed or reimbursed by the Adviser, the Adviser shall have no duty to pay any ordinary or extraordinary operating expenses incurred in the organization and operation of the Portfolios. (i) For this purpose, ordinary operating expenses include, but are not limited to, brokerage commissions and other transaction charges; taxes; legal, auditing, printing and governmental fees; litigation and investigation expenses; the costs of maintaining the Portfolios’ financial books and records; the cost of calculating the Portfolios’ NAV; the costs of insurance relating to fidelity and directors and officers errors and omissions coverage for the Portfolios’ Directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustemployees; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms service providers of the Fund Accounting Services AgreementPortfolios; expenses of issue, custodianssale, subcustodians, transfer agents, dividend disbursing agents redemption and registrarsrepurchase of interests in the Portfolios; payment expenses of registering and qualifying interests in the Portfolios for sale; expenses relating to Board and member meetings (other than meetings relating to matters that are determined to primarily benefit the Adviser); the cost of preparing and distributing reports and notices to members; the costs of notices about and payments to members; payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of TrusteesDirectors, officers and employees of the Trust Portfolios who are not affiliated interested persons of youthe Adviser; brokerage commissions and interest payments and other fees or other costs of acquiring charges associated with any credit facilities established by or disposing of any portfolio securities on behalf of the Fund; Portfolios. (ii) For this purpose, extraordinary expenses of printing the Portfolios include, but are not limited to, taxes, transaction expenses and distributing reports, notices and dividends to shareholders; expenses of printing or relating to litigation, investigation and mailing Prospectuses and SAIs indemnification that are not otherwise considered to be ordinary operating expenses of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers Portfolios. (d) Certain of the Trust; and costs of shareholders' and other meetings. You shall not foregoing expenses may be required to pay expenses of any activity which is primarily intended to result borne by the Adviser in sales of Shares its role as managing member of the Fund if and relevant Portfolio. Further, to the extent that the Taxable Feeder and Tax Exempt Feeder (icollectively, “Feeder Funds”) such expenses are required to be borne by bear a principal underwriter which acts as the distributor portion of the Fund's Shares pursuant to an underwriting agreement costs and expenses and such costs and expenses benefit the Master Portfolio or any other member thereof, such costs and expenses shall be prorated among the Feeder Funds and such other investors in the Master Portfolio in a manner in which provides the Adviser deems appropriate in its reasonable business judgment (generally ratably, based on the amount that the underwriter Feeder Funds and each other investor has invested in the Master Portfolio). (e) In the event that any expenses of the Portfolios as described in Section 5(c) above are paid by the Adviser, the Portfolio or Portfolios (as applicable) shall assume some or all reimburse the Adviser for the reasonable amount of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's Fund s accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's Fund s portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the each Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the FundFunds, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the a Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's a Funds' Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the each Fund: organization expenses of the Fund (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund Funds in connection with membership in investment company trade organizations; fees and expenses of the Fund's Funds' accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreementagent, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the FundFunds; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund Funds for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's Funds' portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the FundFunds; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund Funds and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Trustees and officers of the Trust who are directors, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the a Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses, or (iii) such expenses are required to be borne by Scudder pursuant to section 4 of the Investment Company Services Agxxxxxxx, dated as of October 8, 1984 among American Association of Retired Persons, AARP/Scudder Financial Management Company, and us. You shall be required to pay xx xxx such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's Fund s accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4Section 3, you the Investment Adviser shall pay the expense of all necessary services it provides under this Agreement, including the compensation and expenses of all Trusteesits directors, officers and executive employees who serve as trustees, officers or employees of the Trust Fund (including the Fund's share of payroll taxes) who are affiliated persons of you, if any), and you the Investment Adviser shall make available, without expense to the Fund, the services service of such of your its directors, officers and employees as who may be duly be elected trustees, officers or employees of the TrustFund, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Investment Adviser shall not be required to pay any expenses of the Fund other than those specifically allocated to you the Investment Adviser in this section 4Section 3. In particular, but without limiting the generality of the foregoing, you the Investment Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and trustees, officers or employees as are directors, officers or employees of you the Investment Adviser whose services may be involved, for the following expenses of the Fund: organization and offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Investment Adviser's overhead or and employee costs); fees payable to you Scudxxx Xxxsxx, xx the Investment Adviser and to any other Fund advisors advisers or consultants, including an advisory board if applicable; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues fees and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Fund's officers and employees; fees and expenses of the Fund's accounting administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments to an agent for which maintaining the Trust is responsible pursuant to Fund's financial books and records and calculating the terms net asset value of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsFund's shares; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4Section 3, other expenses in connection with the issuance, offering, distribution, sale, redemption distribution or repurchase sale of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees securities of the Trust who are not affiliated persons of youFund; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall not be required ; and the compensation and all expenses (specifically including travel expenses relating to pay expenses the Fund's business) of any activity which is primarily intended to result in sales of Shares officers, trustees and employees of the Fund if and to the extent that (i) such expenses who are required to be borne by a principal underwriter which acts as the distributor not interested persons of the Fund's Shares pursuant to an underwriting agreement which provides that Investment Adviser. The Investment Adviser shall be reimbursed for any of the underwriter shall assume some or all of such expenses, or (ii) the Trust foregoing expenses it incurs on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planFund.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 43, you the Adviser shall pay the compensation and expenses of all Trusteesits directors, officers and employees who serve as officers and executive employees of the Trust or Fund (including the Trust’s or Fund's ’s share of payroll taxes) who are affiliated persons of you), and you the Adviser shall make available, without expense to the Fund, the services service of such of your its directors, officers and employees as who may be duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You The Adviser shall provide at your expense also pay the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereoffees of any sub-adviser. You The Adviser shall not be required to pay any expenses of the Fund or Trust other than those specifically allocated to you the Adviser in this section 43. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Trust’s or Fund's Trustees and officers ’s employees as are directors, officers or employees of you the Adviser whose services may be involved, for any expenses of other series of the Trust or for the following expenses of the FundFund or Trust: organization and certain offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Adviser's overhead or and employee costs); fees payable to you the Adviser and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust’s officers and employees; fees and expenses of the Fund's ’s Administrator or of any custodian, subcustodian, transfer agent, fund accounting agent, registrar, or dividend disbursing agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsFund; payment payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates andcertificates, except as provided below in this section 4, if any; other expenses in connection with the issuance, offering, distribution, sale, redemption distribution or repurchase sale of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares shares of the Fund for sale; interest charges, bond premiums sale and other insurance expenseof compliance with applicable state notice filing requirements; freight, insurance and other charges in connection with the shipment of the Fund's ’s portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationerystationery or other office supplies; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' ’ and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses the Fund’s business) of any activity which is primarily intended to result in sales of Shares officers, Trustees and employees of the Fund if Trust who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers or Trustees of the Trust who are officers, directors or employees of the Adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Board of Trustees of the Trust with respect to matters concerning the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (any committees thereof or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all Trustees, Trustees and officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's ’s Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's ’s custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's ’s accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreementagent, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's ’s portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' ’ and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are generally required to be borne by a principal underwriter which acts as the distributor of the Fund's ’s Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planagreement.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's Fund s portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' shareholders and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. (a) Except as otherwise specifically provided in this section 4Section 5, you the Adviser shall pay the compensation and expenses of: (1) the executive, supervisory and clerical personnel necessary to perform its obligations under this Agreement, as well as related overhead, travel, preparation of all Board materials on behalf of the Adviser, review of marketing materials and marketing support; (2) any Sub-Adviser; and (3) Trustees, officers and executive employees of the Trust (including the Fund's Trust’s share of payroll taxes, if any) who are affiliated persons principals, members, officers, or employees of youthe Adviser, and you including any officer or employee of the Adviser that may be selected by the Board to serve as the chief compliance officer (“CCO”) of the Trust. (b) The Adviser shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers bear all reasonable expenses of the Trust, subject if any, arising out of an assignment or change in control of the Adviser. In the event that there is a proposed change in control of the Adviser that would act to their individual consent terminate this Agreement, and if a vote of shareholders to serve and approve continuation of this Agreement is at that time deemed by counsel to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not Trust to be required by the 1940 Act or any rule or regulation thereunder, the Adviser agrees to assume all reasonable costs associated with soliciting shareholders of the Funds to approve continuation of this Agreement. Such expenses include the costs of preparation and mailing of a proxy statement, and of soliciting proxies. (c) Except to the extent expressly assumed by the Adviser or required under applicable laws, rules or regulations to be paid, assumed or reimbursed by the Adviser, the Adviser shall have no duty to pay any ordinary or extraordinary operating expenses incurred in the organization and operation of the Fund other than those specifically allocated to you in Funds. (i) For this section 4. In particularpurpose, ordinary operating expenses include, but without limiting are not limited to, brokerage commissions and other transaction charges; taxes; legal, auditing, printing and governmental fees; litigation and investigation expenses; the generality costs of maintaining the foregoing, you shall not be responsible, except Funds’ financial books and records; the cost of calculating the Funds’ NAV; the costs of insurance relating to the extent of the reasonable compensation of such of the Fund's Trustees fidelity and directors and officers as are directorserrors and omissions coverage for the Trust’s Trustees, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustemployees; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which service providers of the Trust is responsible pursuant to the terms (other than any Sub-Adviser); expenses of issue, sale, redemption and repurchase of shares of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents Funds; expenses of registering and registrarsqualifying shares of the Funds for sale; expenses relating to Board and shareholder meetings (other than meetings relating to matters that are determined to primarily benefit the Adviser); the cost of preparing and distributing reports and notices to shareholders; the costs of notices about and payment of dividends to shareholders; payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated interested persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the TrustAdviser; and costs of shareholders' interest payments and other meetings. You shall not be required to pay expenses of fees or charges associated with any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne credit facilities established by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan Funds. (ii) For this purpose, extraordinary expenses of the Funds include, but not limited to taxes, transaction expenses and expenses of or relating to litigation, investigation and indemnification that are not otherwise considered to be ordinary operating expenses of the Funds. (d) In the event that any expenses of the Funds as described in conformity with Rule 12b-1 under Section 5(c) above are paid by the 1940 Act providing that Adviser, the Fund or Funds (or some other partyas applicable) shall assume some or all reimburse the Adviser for the reasonable amount of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 45, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the FundTrust's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the FundTrust, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 3 hereof and the administrative services described in section 3 4 hereof. You shall not be required to pay any expenses of the Fund Trust other than those specifically allocated to you in this section 45. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the FundTrust's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the FundTrust: organization expenses of the Fund Trust (including out ofout-of- pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund Trust advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the FundTrust's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund Trust in connection with membership in investment company trade organizations; fees and expenses of the FundTrust's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreementagent, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 45, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the FundTrust; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund Trust for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the FundTrust's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the FundTrust; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund Trust and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Trustees and officers of the Trust who are directors, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund Trust if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the FundTrust's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund Trust (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund Trust (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 45, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the FundTrust's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the FundTrust, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 3 hereof and the administrative services described in section 3 4 hereof. You shall not be required to pay any expenses of the Fund Trust other than those specifically allocated to you in this section 45. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the FundTrust's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the FundTrust: organization expenses of the Fund Trust (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund Trust advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the FundTrust's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund Trust in connection with membership in investment company trade organizations; fees and expenses of the FundTrust's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 45, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the FundTrust; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund Trust for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the FundTrust's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the FundTrust; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund Trust and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Trustees and officers of the Trust who are directors, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund Trust if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the FundTrust's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund Trust (or some other party) shall assume assumed some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund Trust (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 43, you the Adviser shall pay the compensation and expenses of all Trusteesits directors, officers and employees who serve as officers and executive employees of the Trust Group (including the FundGroup's share of payroll taxes) who are affiliated persons of you), and you the Adviser shall make available, without expense to the Fund, the services service of such of your its directors, officers and employees as who may be duly be elected officers of the TrustGroup, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Adviser shall not be required to pay any expenses of the Fund other than those specifically allocated to you the Adviser in this section 43. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the FundGroup's Trustees and officers employees as are directors, officers or employees of you the Adviser whose services may be involved, for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Adviser's overhead or and employee costs); fees payable to you the Adviser and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Group's officers and employees; fees and expenses of the Fund's accounting Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent for which of the Trust is responsible pursuant Fund; payments to the terms of Administrator for maintaining the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents Fund's financial books and registrarsrecords and calculating its daily net asset value; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, certificates; other expenses in connection with the issuance, offering, distribution, sale, redemption distribution or repurchase sale of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares shares of the Fund for sale; interest charges, bond premiums sale and fees related to notification and other insurance expensefilings required by states in which Fund shares are sold; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostockholders; costs of stationerystationery or other office supplies; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholdersstockholders' and other meetings. You shall not be required ; the compensation and all expenses (specifically including travel expenses relating to pay expenses the Fund's business) of any activity which is primarily intended to result in sales of Shares officers, Trustees and employees of the Fund if Group who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers or Trustees of the Group who are officers, directors or employees of the Adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Board of Trustees of the Group with respect to matters concerning the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (any committees thereof or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 45, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's ’s share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 4 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 45. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's ’s Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's ’s custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's ’s accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 45, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's ’s portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' ’ and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's ’s Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 46, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the a Fund other than those specifically allocated to you in this section 46. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the a Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreementagent, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 46, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Trustees and officers of the Trust who are directors, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the a Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses, or (iii) such expenses are required to be borne by Scudder pursuant to section 6 of the Investment Company Services Agxxxxxxx, dated as of October 8, 1984, among American Association of Retired Persons, AARP/Scudder Financial Management Company, and us. You shall be required to pay xx xxx such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section Section 4, you the Adviser shall pay the compensation and expenses of all Trusteesits directors, officers and employees who serve as officers and executive employees of the Trust Fund (including the Fund's ’s share of payroll taxes) who are affiliated persons of youtaxes for such persons), and you the Adviser shall make available, without expense to the Fund, the services service of such of your its directors, officers and employees as who may duly be duly-elected officers of the TrustFund, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Adviser shall not be required to pay any expenses of the Fund other than those specifically allocated to you the Adviser in this section Section 4. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers ’s employees as are directors, officers or employees of you the Adviser whose services may be involved, for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Adviser’s overhead or and employee costs); fees payable to you the Adviser and to any other Fund advisors advisers or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; interest expenses, telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; costs of insurance relating to fidelity coverage for the Fund’s officers and employees; fees and expenses of the Fund's accounting agent ’s custodian, any sub-custodian, transfer agent, registrar, or dividend disbursing agent; payments to the Adviser for which maintaining the Trust is responsible Fund’s financial books and records and calculating the daily net asset value pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsSection 3 hereof; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, certificates; other expenses in connection with the issuance, offering, distribution, sale, sale or redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's ’s portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing Prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' ’ meetings; the compensation and other meetings. You shall not be required all expenses (specifically including travel expenses relating to pay expenses the Fund’s business) of any activity which is primarily intended to result in sales of Shares officers, trustees and employees of the Fund if who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers or trustees of the Fund who are officers, directors or employees of the Adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all Board of such expenses, or (ii) the Trust on behalf Trustees of the Fund with respect to matters concerning the Fund, or any committees thereof or advisers thereto. Notwithstanding the foregoing, the Trust shall have adopted a plan in conformity with Rule 12b-1 under reimburse the 1940 Act providing that Adviser at the Fund (or some other party) end of each calendar quarter for the reasonable portion of the compensation of attorneys employed by the Adviser attributable to work for the Trust, as determined from time to time by the Trust’s Board of Trustees. Compensation for this purpose shall assume some or all include salary, cash bonus and benefits and shall exclude any equity participation and profit sharing paid to such attorney. Determinations of the reasonable portion of such expenses. You compensation allocable to the Trust shall be required to pay such of the foregoing sales expenses as are not required to be paid made by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planTrust’s Board of Trustees periodically, but at least as often as annually.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section Section 4, you the Adviser shall pay the compensation and expenses of all Trusteesits directors, officers and employees who serve as officers and executive employees of the Trust Fund (including the Fund's share of payroll taxes) who are affiliated persons of youtaxes for such persons), and you the Adviser shall make available, without expense to the Fund, the services service of such of your its directors, officers and employees as who may duly be duly-elected officers of the TrustFund, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You The Adviser shall not be required to pay any expenses of the Fund other than those specifically allocated to you the Adviser in this section Section 4. In particular, but without limiting the generality of the foregoing, you the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers employees as are directors, officers or employees of you the Adviser whose services may be involved, for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out out-of-pocket expenses, but not including your the Adviser's overhead or and employee costs); fees payable to you the Adviser and to any other Fund advisors advisers or consultants; legal expenses; , auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trustinterest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; costs of insurance relating to fidelity coverage for the Fund's officers and employees; fees and expenses of the Fund's accounting agent custodian, any sub-custodian, transfer agent, registrar, or dividend disbursing agent; payments to the Adviser for which maintaining the Trust is responsible Fund's financial books and records and calculating the daily net asset value pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrarsSection 3 hereof; payment other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, certificates; other expenses in connection with the issuance, offering, distribution, sale, sale or redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or and qualifying Shares shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing Prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements theretostockholders; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholdersstockholders' meetings; the compensation and other meetings. You shall not be required all expenses (specifically including travel expenses relating to pay expenses the Fund's business) of any activity which is primarily intended to result in sales of Shares officers, directors and employees of the Fund if who are not interested persons of the Adviser; and travel expenses (or an appropriate portion thereof) of officers or directors of the Fund who are officers, directors or employees of the Adviser to the extent that (i) such expenses are required relate to be borne by a principal underwriter which acts as the distributor attendance at meetings of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all Board of such expenses, or (ii) the Trust on behalf Directors of the Fund shall have adopted a plan in conformity with Rule 12b-1 under respect to matters concerning the 1940 Act providing that the Fund (Fund, or some other party) shall assume some any committees thereof or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a planadvisers thereto.

Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 4, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 2 hereof and the administrative services described in section 3 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 4. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's Fund s accounting agent for which the Trust is responsible pursuant to the terms of the Fund Accounting Services Agreement, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 4, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; and costs of shareholders' and other meetings. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assume some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan.