Common use of Allocation of Charges and Expenses Clause in Contracts

Allocation of Charges and Expenses. Citibank shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citibank; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank The Manager shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security security, option, and futures transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds funds, securities, options, and securities futures and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank The Subadviser shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 2 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund each Portfolio all of its own expenses allocable to the Fund that Portfolio including, without limitation, organization costs of the FundPortfolio; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest interests and servicing shareholder investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of investors in the FundPortfolio; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the FundPortfolio, including safekeeping of funds Portfolios and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund Portfolio (including but not limited to the fees of independent pricing services); expenses of meetings of the FundPortfolio's shareholdersinvestors; expenses relating to the registration and qualification issuance of shares of beneficial interests in the FundPortfolio; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund Portfolio may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank The Submanager shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 2 above. Except as provided in the foregoing sentence, it is understood that the Trust Portfolio will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the FundPortfolio; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Portfolio; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the TrustPortfolio; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the TrustPortfolio; expenses of issuing relating to the issuance and redeeming shares redemption of beneficial interest interests in the Portfolio and servicing shareholder investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of investors in the FundPortfolio; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the FundPortfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund Portfolio (including but not limited to the fees of independent pricing services); expenses of meetings of the FundPortfolio's shareholders; expenses relating to the registration and qualification of shares of the Fundinvestors; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund Portfolio may be a party and the legal obligation which the Trust Portfolio may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund Portfolio all of its own expenses allocable to the Fund Portfolio including, without limitation, organization costs of the FundPortfolio; compensation of Trustees who are not "affiliated persons" of Citibank; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest interests and servicing shareholder investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of investors in the FundPortfolio; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the FundPortfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund Portfolio (including but not limited to the fees of independent pricing services); expenses of meetings of the FundPortfolio's shareholdersinvestors; expenses relating to the registration and qualification issuance of shares of beneficial interests in the FundPortfolio; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund Portfolio may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank SSB Citi shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the each Fund all of its own expenses allocable to the that Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citibankthe Trust or SSB Citi; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank Xxxxxx shall furnish at its own expense bear all necessary services, facilities and personnel of the expenses incurred in connection with carrying out its responsibilities under Section 1 aboveduties hereunder. Except Each Fund shall pay the usual, customary or extraordinary expenses incurred by the Fund or, as provided in the foregoing sentenceappropriate, it is understood that the Trust will pay from the assets of the Fund all of its own expenses and allocable to the Fund includingFund, including without limitation, organization costs of the Fund; limitation compensation of Trustees who are not "affiliated persons" of CitibankTrustees; federal and state governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations the Investment Company Institute allocable to the Trust; fees and expenses of any provider other than Xxxxxx of services to the Trust under a co-administration agreement (the "Co-Administrator"), Xxxxxx pursuant to the Shareholder Servicing Agreement and this Agreement, Xxxxxxxx Group Inc. pursuant to the Fund Services Agreement, independent auditors, legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, prospectuses and statements of additional information, shareholder reports, notices, proxy statements and reports to shareholders and governmental officers offices and commissions and to existing shareholders of the Fundcommissions; expenses connected with the executionof preparing, recording printing and settlement mailing agendas and supporting documents for meetings of security transactionsTrustees and committees of Trustees; insurance premiums; fees and expenses of the custodian Custodian for all services to the FundTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services)Shares; expenses of meetings of the Fund's shareholdersshareholder meetings; expenses relating to the issuance, registration and qualification of shares Shares of the FundTrust; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party litigation and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect theretoindemnification expenses.

Allocation of Charges and Expenses. Citibank The Submanager shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 2 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable and the expenses allocated to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated “interested persons" ” of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the TrustFund; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the TrustFund; expenses of issuing relating to the issuance and redeeming shares redemption of beneficial interest interests in the Fund and servicing shareholder investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of investors in the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund’s investors; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank CFM shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the each Fund all of its own expenses allocable to the that Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of CitibankCFM; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank The Submanager shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 2 above. Except as provided in the foregoing sentence, it is understood that the Master Trust will pay from the assets of the Fund all of its own expenses allocable and the expenses allocated to the Master Fund including, without limitation, organization costs of the Master Fund; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Master Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the TrustMaster Fund; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the TrustMaster Fund; expenses of issuing relating to the issuance and redeeming shares redemption of beneficial interest interests in the Master Fund and servicing shareholder investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of investors in the Master Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Master Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Master Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Master Fund's shareholders; expenses relating to the registration and qualification of shares of the Fundinvestors; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Master Trust on behalf of the Master Fund may be a party and the legal obligation which the Master Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank The Co-Administrator shall furnish at pay the entire salaries and wages of all of the Trust's Trustees, officers and agents who devote part or all of their time to the affairs of the Co-Administrator or its own expense all necessary servicesaffiliates, facilities and personnel in connection with its responsibilities under the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 1 above3. Except as provided in the foregoing sentence, it is understood that the Co-Administrator shall not pay other expenses relating to the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citibankwith the Co-Administrator; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations the Investment Company Institute allocable to the Trust; fees and expenses of the Trust's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing distributing and redeeming shares of beneficial interest Shares and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, prospectuses and statements of additional information, shareholder reports, notices, proxy statements and reports to shareholders and governmental officers and commissions commissions; expenses of preparing and to existing shareholders mailing agendas and supporting documents for meetings of the FundTrustees and committees of Trustees; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the Trust's custodian for all services to the FundTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services)Shares; expenses of meetings of the Fund's shareholdersshareholder meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect theretoShares.

Allocation of Charges and Expenses. Citibank shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the issuance, registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank The Administrator shall furnish at pay the entire salaries and wages of all of each Trust's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or its own expense all necessary servicesaffiliates, facilities and personnel in connection with its responsibilities under the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 1 above2. Except as provided in the foregoing sentence, it is understood that the each Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citibankwith the Administrator; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations the Investment Company Institute allocable to the Trust; fees and expenses of each Fund's investment adviser or advisers; fees and expenses of independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent of the Trust; expenses of issuing distributing and redeeming shares of beneficial interest Shares and Interests and servicing shareholder or investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, prospectuses and statements of additional information, shareholder reports, notices, proxy statements and reports to shareholders or investors and governmental officers and commissions and to existing shareholders of the Fundcommissions; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the Trust's custodian for all services to the FundTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees Shares of independent pricing services)or Interests in each Fund; expenses of meetings of the Fund's shareholdersshareholder or investor meetings; and expenses relating to the issuance, registration and qualification of shares Shares of the or Interests in each Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund Portfolio all of its own expenses allocable to the Fund Portfolio including, without limitation, organization costs of the FundPortfolio; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest interests and servicing shareholder investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of investors in the FundPortfolio; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the FundPortfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund Portfolio (including but not limited to the fees of independent pricing services); expenses of meetings of the FundPortfolio's shareholdersinvestors; expenses relating to the registration and qualification issuance of shares of beneficial interests in the FundPortfolio; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund Portfolio may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank Citi Management shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund Trust all of its own expenses allocable to the Fund including, without limitation, organization costs of the FundTrust; compensation of Trustees who are not "affiliated persons" of CitibankCiti Management; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributorplacement agent, shareholder investor servicing agent, service agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders investors of the FundTrust; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the FundTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund Trust (including but not limited to the fees of independent pricing services); expenses of meetings of the FundTrust's shareholdersinvestors; expenses relating to the registration and qualification of shares of the FundTrust; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank LFBDS shall furnish at pay the entire salaries and wages of all of the Trust's Trustees, officers and agents who devote part or all of their time to the affairs of LFBDS or its own expense all necessary servicesaffiliates, facilities and personnel in connection with its responsibilities under the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 1 above2. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citibankwith the Administrator; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations the Investment Company Institute allocable to the Trust; fees and expenses of each Fund's investment adviser or advisers; fees and expenses of independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing distributing and redeeming shares of beneficial interest Shares and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, prospectuses and statements of additional information, shareholder reports, notices, proxy statements and reports to shareholders and governmental officers and commissions and to existing shareholders of the Fundcommissions; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the Trust's custodian for all services to the FundTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees shares of independent pricing services)each Fund; expenses of meetings of the Fund's shareholdersshareholder meetings; and expenses relating to the issuance, registration and qualification of shares of the each Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank SSB Citi shall furnish at pay the entire salaries and wages of all of the Trust's Trustees, officers and agents who devote part or all of their time to the affairs of SSB Citi or its own expense all necessary servicesaffiliates, facilities and personnel in connection with its responsibilities under the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 1 above2. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citibankwith the Administrator; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations the Investment Company Institute allocable to the Trust; fees and expenses of each Fund's investment adviser or advisers; fees and expenses of independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing distributing and redeeming shares of beneficial interest Shares and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, prospectuses and statements of additional information, shareholder reports, notices, proxy statements and reports to shareholders and governmental officers and commissions and to existing shareholders of the Fundcommissions; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the Trust's custodian for all services to the FundTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees shares of independent pricing services)each Fund; expenses of meetings of the Fund's shareholdersshareholder meetings; and expenses relating to the issuance, registration and qualification of shares of the each Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank Citi Management shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund Portfolio all of its own expenses allocable to the Fund Portfolio including, without limitation, organization costs of the FundPortfolio; compensation of Trustees who are not "affiliated persons" of CitibankCiti Management; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributorplacement agent, shareholder investor servicing agent, service agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders investors of the FundPortfolio; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the FundPortfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund Portfolio (including but not limited to the fees of independent pricing services); expenses of meetings of the FundPortfolio's shareholdersinvestors; expenses relating to the registration and qualification of shares of the FundPortfolio; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund Portfolio may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank Xxxxx Xxxxxx Management shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of CitibankXxxxx Xxxxxx Management; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's Trustees and of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank The Submanager shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 2 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the FundTrust; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses relating to the issuance and redemption of issuing and redeeming shares of beneficial interest of the Fund and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank The Manager shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund Portfolio all of its own expenses allocable to the Fund Portfolio including, without limitation, organization costs of the FundPortfolio; compensation of Trustees who are not "affiliated persons" of Citibankthe Manager; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest interests and servicing shareholder investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of investors in the FundPortfolio; expenses connected with the execution, recording and settlement of security security, option and futures transactions; insurance premiums; fees and expenses of the custodian for all services to the FundPortfolio, including safekeeping of funds funds, securities, options, and securities futures and maintaining required books and accounts; expenses of calculating the net asset value of the Fund Portfolio (including but not limited to the fees of independent pricing services); expenses of meetings of the FundPortfolio's shareholdersinvestors; expenses relating to the registration and qualification issuance of shares of beneficial interests in the FundPortfolio; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund Portfolio may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank The Subadviser shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 2 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund Portfolio all of its own expenses allocable to the Fund Portfolio including, without limitation, organization costs of the FundPortfolio; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest interests and servicing shareholder investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of investors in the FundPortfolio; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the FundPortfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund Portfolio (including but not limited to the fees of independent pricing services); expenses of meetings of the FundPortfolio's shareholdersinvestors; expenses relating to the registration and qualification issuance of shares of beneficial interests in the FundPortfolio; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund Portfolio may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers officers, its Subadvisers and their employees with respect thereto.

Allocation of Charges and Expenses. Citibank Citi Management shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund Trust all of its own expenses allocable to the Fund including, without limitation, organization costs of the FundTrust; compensation of Trustees who are not "affiliated persons" of CitibankCiti Management; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributorplacement agent, shareholder investor servicing agent, service agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders investors of the FundTrust; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the FundTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund Trust (including but not limited to the fees of independent pricing services); expenses of meetings of the FundTrust's shareholdersinvestors; expenses relating to the registration and qualification of shares of interests in the FundTrust; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank (a) The Adviser shall furnish at its own expense all necessary investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization, and investment advisory facilities and executive and supervisory personnel in connection with its responsibilities under Section 1 abovefor managing the investments and effecting the portfolio transactions of the Fund. Except The Adviser shall arrange, if desired by the Trust, for directors, officers and employees of the Adviser to serve as provided in Trustees, officers or agents of the foregoing sentence, it Trust if duly elected or appointment to such positions and subject to their individual consent and to any limitations imposed by law. (b) It is understood that the Trust and the Fund will pay from all of their own expenses incurred in their operations and the assets offering of the Fund all of its own expenses allocable Fund's shares, unless specifically provided otherwise in this Agreement or except to the Fund extent that the Adviser agrees in a written instrument executed by the Adviser (specifically referring to this Article 2(b)) to assume or otherwise pay for specified expenses of the Trust or the Fund, including, without limitation, organization costs of the Fund; : compensation of Trustees who are "not "affiliated personsaffiliated" of Citibankwith the Adviser; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations the Investment Company Institute allocable to the TrustFund; fees and expenses of independent auditors, of legal counsel counsel, of administrators, and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the TrustFund; expenses of issuing repurchasing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional informationstock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions commissions; brokerage and to existing shareholders of the Fund; other expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the custodian Custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; organizational and start up costs; such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be is a party or otherwise may have an exposure, and the legal obligation which the Trust Fund may have to indemnify its the Trust's Trustees and officers or the Adviser and its employees with respect thereto; and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of private placement memoranda for such purposes (except to the extent that any distribution agreement to which the Trust is a party provides that another party is to pay some or all of such expenses). (c) The payment or assumption by the Adviser of any expenses of the Trust or the Fund that the Adviser is not obligated by this Agreement or otherwise to pay or assume shall not obligate the Adviser to pay or assume the same or any similar expenses of the Trust or the Fund on any subsequent occasions.

Allocation of Charges and Expenses. Citibank The Subadviser shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 2 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the each Fund all of its own expenses allocable to the that Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest interests and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of in the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification issuance of shares of beneficial interests in the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers officers, its Subadvisers and their employees with respect thereto.

Allocation of Charges and Expenses. Citibank SSB Citi shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the each Fund all of its own expenses allocable to the that Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of CitibankSSB Citi; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank shall furnish at its own expense The Adviser will pay all necessary services, facilities and personnel costs incurred by the Adviser in connection with the performance of its responsibilities duties under Section 1 above2 of this Investment Management Agreement. Except as provided The Adviser will not be required to bear any expenses of any Portfolio other than those specifically allocated to the Adviser in this Section 6. In particular, but without limiting the foregoing sentence, it is understood that the Trust will pay from the assets generality of the Fund all of its own foregoing, the Adviser will not be required to pay expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citibank; governmental fees; related to: (i) interest charges; loan commitment fees; and taxes; membership dues in industry associations allocable (ii) brokerage commissions; (iii) premiums for fidelity and other insurance coverage requisite to the Trust’s operations; (iv) the fees and expenses of independent auditorsits non-interested trustees; (v) legal, legal counsel audit and any fund accounting expenses; (vi) custodian and transfer agentagent 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 Trust for public sale; (ix) expenses of printing and mailing registration statements, distributorreports, shareholder servicing agent, registrar or dividend disbursing agent notices and proxy material to shareholders of the Trust; (x) all other expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports incidental to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of holding meetings of the Fund's Trust’s shareholders; expenses relating to the registration and qualification of shares of the Fund; and (xi) such extraordinary non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which litigation affecting the Trust on behalf of the Fund may be a party and the legal any obligation which the Trust may have to indemnify its officers and Trustees and officers 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, trustees or employees of the Trust shall not receive any compensation from the Trust for their services, with the exception of the chief compliance officer of the Trust, who may be compensated by the Trust for services provided to the Trust.

Allocation of Charges and Expenses. Citibank shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund Portfolio all of its own expenses allocable to the Fund Portfolio including, without limitation, organization costs of the FundPortfolio; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest interests and servicing shareholder investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of investors in the FundPortfolio; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the FundPortfolio, including safekeeping of funds Portfolios and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund Portfolio (including but not limited to the fees of independent pricing services); expenses of meetings of the FundPortfolio's shareholdersinvestors; expenses relating to the registration and qualification issuance of shares of beneficial interests in the FundPortfolio; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund Portfolio may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank DSI shall furnish at pay the entire salaries and wages of all of the Trust's Trustees, officers and agents who devote part or all of their time to the affairs of DSI or its own expense all necessary servicesaffiliates, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust will for purposes of this Section 2. The Trust shall pay from the assets of the Fund all of its own expenses allocable operating expenses, including but not limited to fees due the Fund includingAdministrator under this Agreement, without limitation, organization costs of the Fund; compensation of Trustees who are not affiliated with the Administrator, governmental fees, including but not limited to Securities and Exchange Commission fees and state "affiliated personsblue sky" of Citibank; governmental fees; interest charges; loan commitment fees; taxestaxes and related charges; membership dues of the Trust in the Investment Company Institute and other professional or industry associations allocable to the Trustassociations; fees and expenses of the Trust's independent auditorsauditors and accountants, of legal counsel and any transfer agent, distributor, shareholder servicing agent, recordkeeper, registrar or dividend disbursing agent of the Trust; expenses of distributing, issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, prospectuses and statements of additional information, shareholder reports, notices, proxy statements and reports to shareholders and governmental officers and commissions and to existing shareholders of the Fundcommissions; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the Trust's custodian for all services to the FundSeries, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund (including but not limited to the fees of independent pricing services)Series; expenses of meetings of the Fund's shareholdersshareholder meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf Series of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect theretoTrust.

Allocation of Charges and Expenses. Citibank DSI shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the FundTrust; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Trust; governmental fees, including but not limited to Securities and Exchange Commission fees and state "blue sky" fees, if any; interest chargesexpense; loan commitment fees; taxes; brokerage fees and commissions; membership dues in industry associations allocable to the Trustand professional associations; fees and expenses of independent auditorsauditors and accountants, legal counsel and any transfer agent, distributor, shareholder servicing agent, recordkeeper, registrar or dividend disbursing agent of the Trust; expenses relating to the issuance and redemption of issuing and redeeming shares of beneficial interest of the Fund and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses connected with maintaining the Trust's existence as a Massachusetts business trust; expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank DSI shall furnish at pay the entire salaries and wages of all of the Trust's Trustees, officers and agents who devote part or all of their time to the affairs of DSI or its own expense all necessary servicesaffiliates, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust will for purposes of this Section 2. The Trust shall pay from the assets of the Fund all of its own expenses allocable operating expenses, including but not limited to fees due the Fund includingSponsor under this Agreement, without limitation, organization costs of the Fund; compensation of Trustees who are not affiliated with the Sponsor, governmental fees, including but not limited to Securities and Exchange Commission fees and state "affiliated personsblue sky" of Citibank; governmental fees; interest charges; loan commitment fees; taxestaxes and related charges; membership dues of the Trust in the Investment Company Institute and other professional or industry associations allocable to the Trustassociations; fees and expenses of the Trust's independent auditorsauditors and accountants, of legal counsel and any transfer agent, distributor, shareholder servicing agent, recordkeeper, registrar or dividend disbursing agent of the Trust; expenses of distributing, issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, prospectuses and statements of additional information, shareholder reports, notices, proxy statements and reports to shareholders and governmental officers and commissions and to existing shareholders of the Fundcommissions; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the Trust's custodian for all services to the FundTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund (including but not limited to the fees of independent pricing services)Trust; expenses of meetings of the Fund's shareholdersshareholder meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf any series of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect theretoTrust.

Allocation of Charges and Expenses. Citibank shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund Portfolio all of its own expenses allocable to the Fund Portfolio including, without limitation, organization costs of the FundPortfolio; compensation of Trustees who are not "affiliated persons" of Citibank; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest interests and servicing shareholder investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of investors in the FundPortfolio; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the FundPortfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund Portfolio (including but not limited to the fees of independent pricing services); expenses of meetings of the FundPortfolio's shareholdersinvestors; expenses relating to the registration and qualification issuance of shares of beneficial interests in the FundPortfolio; and such non-recurring nonrecurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund Portfolio may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank Manager shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the each Fund all of its own expenses allocable to the that Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of CitibankManager; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's Trustees and of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank SSB Citi shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of CitibankSSB Citi; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank SSB Citi shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of CitibankSSB Citi; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.pricing

Allocation of Charges and Expenses. Citibank shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank shall furnish at its own expense The Adviser will pay all necessary services, facilities and personnel costs incurred by the Adviser in connection with the performance of its responsibilities duties under Section 1 above2 of this Agreement. Except as provided in the foregoing sentence, it is understood that the Trust The Adviser will pay from the assets not be required to bear any expenses of the Fund all of its own expenses allocable other than those specifically allocated to the Fund includingAdviser in this Section 6. In particular, but without limitation, organization costs limiting the generality of the Fund; compensation of Trustees who are foregoing, the Adviser will not "affiliated persons" of Citibank; governmental fees; be required to pay expenses related to: (i) interest charges; loan commitment fees; and taxes; membership dues in industry associations allocable (ii) brokerage commissions; (iii) premiums for fidelity and other insurance coverage requisite to the TrustFund’s operations; (iv) the fees and expenses of independent auditorsits non-interested trustees; (v) legal, legal counsel audit and any fund accounting expenses; (vi) custodian and transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent fees and expenses; (vii) expenses incident to the repurchase of its shares; (viii) fees and expenses related to the registration under federal and state securities laws of shares of the TrustFund for public sale; (ix) expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, notices and proxy statements and reports material to governmental officers and commissions and to existing shareholders of the Fund; (x) all other expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services incidental to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of holding meetings of the Fund's ’s shareholders; expenses relating to the registration and qualification of shares of the Fund; and (xi) such extraordinary non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of litigation affecting the Fund may be a party and the legal any obligation which the Trust Fund may have to indemnify its officers and Trustees and officers 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, trustees or employees of the Fund shall not receive any compensation from the Fund for their services, with the exception of the chief compliance officer of the Fund, who may be compensated by the Fund for services provided to the Fund.

Allocation of Charges and Expenses. Citibank (a) Except as otherwise specifically provided in this section 5, the Adviser shall furnish at pay the compensation and expenses of all of its own directors, officers and employees who serve as trustees, officers and executive employees of the Trust (including the Trust's share of payroll taxes), and the Adviser shall make available, without expense all necessary servicesto the Fund, facilities the service of its directors, officers and personnel employees who may be duly elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. (b) The Adviser shall not be required to pay pursuant to this Agreement any expenses of the Fund other than those specifically allocated to the Adviser in this section 5. In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Trust's employees as are officers or employees of the Adviser whose services may be involved, for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out-of-pocket expenses, but not including the Adviser's overhead and employee costs); fees payable to the Adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with its responsibilities under Section 1 above. Except as provided membership in the foregoing sentence, it is understood that the Trust will pay from the assets investment company trade organizations; cost of the Fund all of its own expenses allocable insurance relating to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citibank; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to fidelity coverage for the Trust's officers and employees; fees and expenses of independent auditorsthe Fund's Administrator or of any custodian, legal counsel and any subcustodian, transfer agent, distributorregistrar, shareholder servicing agent, registrar or dividend disbursing agent of the TrustFund; payments to the Administrator or Sub-Administrator for maintaining the Fund's financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of issuing and redeeming shares preparing share certificates; other expenses in connection with the issuance, offering, distribution or sale of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of securities issued by the Fund; expenses connected with the execution, recording relating to investor and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accountspublic relations; expenses of calculating the net asset value registering and qualifying shares of the Fund (including but not limited to for sale; freight, insurance and other charges in connection with the fees of independent pricing services); expenses of meetings shipment of the Fund's shareholdersportfolio securities; 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 stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses (specifically including travel expenses relating to the registration Fund's business) of officers, Trustees and qualification of shares employees of the FundTrust who are not interested persons of the Adviser; and such non-recurring travel expenses (or extraordinary expenses as may arise, including those relating to actions, suits an appropriate portion thereof) of officers or proceedings to which Trustees of the Trust on behalf who are officers, directors or employees of the Fund may be a party and Adviser to the legal obligation which extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust may have to indemnify its Trustees and officers with respect to matters concerning the Fund, or any committees thereof or advisers thereto.

Allocation of Charges and Expenses. Citibank The Subadviser shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 2 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund each Portfolio all of its own expenses allocable to the Fund that Portfolio including, without limitation, organization costs of the FundPortfolio; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest interests and servicing shareholder investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of investors in the FundPortfolio; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the FundPortfolio, including safekeeping of funds Portfolios and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund Portfolio (including but not limited to the fees of independent pricing services); expenses of meetings of the FundPortfolio's shareholdersinvestors; expenses relating to the registration and qualification issuance of shares of beneficial interests in the FundPortfolio; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund Portfolio may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers officers, its Subadvisers and their employees with respect thereto.

Allocation of Charges and Expenses. Citibank The Adviser shall furnish at its own expense all necessary administrative services, facilities including office space, equipment, clerical personnel, investment advisory facilities, and executive and supervisory personnel for managing the investments of each Series, effecting the portfolio transactions of each Series, and, in connection with general, administering the Trust's affairs. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser or its responsibilities under Section 1 above"affiliates" to serve without compensation as Trustees, officers, or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law. Except as provided in the foregoing sentence, it It is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of those Trustees who are not "affiliated personsaffiliated" of Citibankwith the Adviser; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations the Investment Company Institute allocable to the Trust; fees and expenses of independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, agent or registrar or dividend disbursing agent of the Trust; expenses of issuing repurchasing and redeeming shares of beneficial interest and servicing shareholder accountsshares; expenses of preparing, typesettingprinting, printing and mailing prospectuses, statements of additional informationprospectus, shareholder reports, notices, proxy statements and reports to shareholders, governmental officers or commissions; brokerage and commissions and to existing shareholders of the Fund; other expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the custodian for all services to the FundTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of each Series in the Fund (including but not limited to manner described in the fees of independent pricing services)trust's then-current Prospectus; and expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect theretoshareholder meetings.

Allocation of Charges and Expenses. Citibank SBDS shall furnish at pay the entire salaries and wages of all of the Trust's Trustees, officers and agents who devote part or all of their time to the affairs of SBDS or its own expense all necessary servicesaffiliates, facilities and personnel in connection with its responsibilities under the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 1 above2. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citibankwith the Administrator; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations the Investment Company Institute allocable to the Trust; fees and expenses of the Trust's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing distributing and redeeming shares of beneficial interest Shares and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, prospectuses and statements of additional information, shareholder reports, notices, proxy statements and reports to shareholders and governmental officers and commissions and to existing shareholders of the Fundcommissions; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the Trust's custodian for all services to the FundTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund (including but not limited to the fees of independent pricing services)Trust; expenses of shareholder meetings of the Fund's shareholders; and expenses relating to the issuance, registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect theretoTrust.

Allocation of Charges and Expenses. Citibank The Administrator shall furnish at pay the entire salaries and wages of all of the Trust's Trustees, officers and agents who devote part or all of their time to the affairs of the Administrator or its own expense all necessary servicesaffiliates, facilities and personnel in connection with its responsibilities under the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 1 above4. Except as provided in the foregoing sentence, it is understood that the Administrator shall not pay other expenses relating to the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citibankwith the Administrator; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations the Investment Company Institute allocable to the Trust; fees and expenses of the Trust's independent auditors, of legal counsel and of any transfer agentcustodian, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing distributing and redeeming shares of beneficial interest Shares and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, prospectuses and statements of additional information, shareholder reports, notices, proxy statements and reports to shareholders and governmental officers and commissions commissions; expenses of preparing and to existing shareholders mailing agendas and supporting documents for meetings of the FundTrustees and committees of Trustees; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the Trust's custodian for all services to the FundTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of Shares of the Fund (including but not limited to the fees of independent pricing services)Trust; expenses of meetings of the Fund's shareholdersshareholder meetings; and expenses relating to the issuance, registration and qualification of shares Shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect theretoTrust.

Allocation of Charges and Expenses. Citibank SBDS shall furnish at pay the entire salaries and wages of all of the Trust's Trustees, officers and agents who devote part or all of their time to the affairs of SBDS or its own expense all necessary servicesaffiliates, facilities and personnel in connection with its responsibilities under the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 1 above2. Except as provided in the foregoing sentence, it is understood that the Trust will shall pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" with SBDS; all out-of-pocket expenses and disbursements for the benefit of Citibank; a Fund, including, but not limited to, legal fees incurred by SBDS pursuant to Section 4 herein, photocopying and courier (including express mail) charges, governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations the Investment Company Institute allocable to the Trust; fees and expenses of the Trust's independent auditors, of legal counsel and of any custodian, any transfer agent, distributor, shareholder servicing agent, distributor or registrar or dividend disbursing agent of the Trust; expenses of issuing distributing and redeeming shares of beneficial interest Shares and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, prospectuses and statements of additional information, shareholder reports, notices, proxy statements to the Funds' shareholders and reports to governmental officers and commissions and the costs of producing and distributing copies of such documents to existing shareholders others; expenses of reproducing and distributing materials for the FundBoard and other attendees of Board meetings; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of shareholders of the Fund's shareholders; Funds and expenses relating to the registration and qualification of shares of the Fund; Trust and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf issuance of Shares of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect theretoFunds.

Allocation of Charges and Expenses. Citibank shall furnish at its own The Adviser will pay the compensation and expenses of all officers and executive employees of the Fund who are "interested persons" (as defined in the Act) and will make available, without expense all necessary servicesto the Fund, the services of such of the Adviser's officers, Trustees, and employees as may duly be elected officers or Trustees of the Fund, subject to their individual consent to serve and to any limitations imposed by law. The Adviser will pay the Fund's office rent and will provide investment advisory, research, and statistical facilities and personnel all clerical services relating to research, statistical and investment work. The Advisor will not be required to pay any expenses of the Fund other than those enumerated above in thisParagraph 3. In particular, but without limiting the generality of the foregoing, the Advisor will not be required to pay (i) clerical salaries; (ii) fees and expenses incurred by the Fund in connection with its responsibilities under Section 1 above. Except as provided membership in investment company organizations; (iii) brokers' commissions and other costs in connection with the foregoing sentencepurchase or sale of securities; (iv) legal, it is understood that auditing, or accounting expenses; (v) interest and taxes or governmental fees; (vi) the Trust will pay from the assets fees and expenses of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs transfer agent of the Fund; compensation (vii) the cost of Trustees who are not preparing share certificates or any other expenses, of issue, sale, underwriting, distribution, redemption, or repurchase of shares of the Fund; (viii) the expenses of and fees for "affiliated non-interested persons" of Citibank; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar Fund or dividend disbursing agent the Adviser within the meaning of the TrustAct; expenses (x) the cost of issuing preparing and redeeming shares of beneficial interest distributing reports and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports notices to governmental officers and commissions and to existing shareholders of the Fund; (xi) all other expenses connected incidental to holding meetings of the Fund's shareholders, including proxy solicitations thereof; (xii) the fees or disbursements of custodians of the Fund's assets, including expenses incurred in the performance of any obligations enumerated by the Agreement and Declaration of Trust or By-Laws of the Fund insofar as they govern agreements with the execution, recording any such custodian; (xiii) expenses for servicing shareholders accounts; (xiv) insurance premiums for fidelity and settlement of security transactionsother coverage; insurance premiums; fees and (xv) expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating computing the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and (xvi) such non-recurring or extraordinary nonrecurring expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust Fund may have to indemnify its Trustees and officers with respect theretoto liabilities which they may incur in their capacity as such; and (xvii) any expenses of distributing the Fund's shares which may be payable pursuant to a Plan of Distribution adopted pursuant to Rule 12b-1 under the Act.

Allocation of Charges and Expenses. Citibank shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds Funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the issuance, registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank SBAM shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of CitibankSBAM; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's Trustees and of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank Domini shall furnish at pay the entire salaries and wages of all of the Trust's Trustees, officers and agents who devote part or all of their time to the affairs of Domini or its own expense all necessary servicesaffiliates, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust will for purposes of this Section 2. The Trust shall pay from the assets of the Fund all of its own expenses allocable operating expenses, including but not limited to fees due the Fund includingSponsor under this Agreement, without limitation, organization costs of the Fund; compensation of Trustees who are not affiliated with the Sponsor, governmental fees, including but not limited to Securities and Exchange Commission fees and state "affiliated personsblue sky" of Citibank; governmental fees; interest charges; loan commitment fees; taxestaxes and related charges; membership dues of the Trust in the Investment Company Institute and other professional or industry associations allocable to the Trustassociations; fees and expenses of the Trust's independent auditorsauditors and accountants, of legal counsel and any transfer agent, distributor, shareholder servicing agent, recordkeeper, registrar or dividend disbursing agent of the Trust; expenses of distributing, issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, prospectuses and statements of additional information, shareholder reports, notices, proxy statements and reports to shareholders and governmental officers and commissions and to existing shareholders of the Fundcommissions; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the Trust's custodian for all services to the FundTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund (including but not limited to the fees of independent pricing services)Trust; expenses of meetings of the Fund's shareholdersshareholder meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf any series of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect theretoTrust.

Allocation of Charges and Expenses. Citibank The Subadviser shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 2 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citibankthe Manager; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's Trustees and of the Fund's shareholders; expenses relating to the registration and qualification of shares of beneficial interest of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank SSB Citi shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the each Fund all of its own expenses allocable to the that Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citibankthe Trust or SSB Citi; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring nonrecurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring nonrecurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank The Subadviser shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 2 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest interests and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of in the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification issuance of shares of beneficial interests in the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank shall furnish at its own expense The Adviser will pay all necessary services, facilities and personnel costs incurred by the Adviser in connection with the performance of its responsibilities duties under Section 1 above2 of this Investment Management Agreement. Except as provided in the foregoing sentence, it is understood that the Trust The Adviser will pay from the assets not be required to bear any expenses of the Fund all of its own expenses allocable other than those specifically allocated to the Fund includingAdviser in this Section 6. In particular, but without limitation, organization costs limiting the generality of the Fund; compensation of Trustees who are foregoing, the Adviser will not "affiliated persons" of Citibank; governmental fees; be required to pay expenses related to: (i) interest charges; loan commitment fees; and taxes; membership dues in industry associations allocable (ii) brokerage commissions; (iii) premiums for fidelity and other insurance coverage requisite to the TrustFund’s operations; (iv) the fees and expenses of independent auditorsits non-interested trustees; (v) legal, legal counsel audit and any fund accounting expenses; (vi) custodian and transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent fees and expenses; (vii) expenses incident to the repurchase of its shares; (viii) fees and expenses related to the registration under federal and state securities laws of shares of the TrustFund for public sale; (ix) expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, notices and proxy statements and reports material to governmental officers and commissions and to existing shareholders of the Fund; (x) all other expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services incidental to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of holding meetings of the Fund's ’s shareholders; expenses relating to the registration and qualification of shares of the Fund; and (xi) such extraordinary non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of litigation affecting the Fund may be a party and the legal any obligation which the Trust Fund may have to indemnify its officers and Trustees and officers 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, trustees or employees of the Fund shall not receive any compensation from the Fund for their services, with the exception of the chief compliance officer of the Fund, who may be compensated by the Fund for services provided to the Fund.

Allocation of Charges and Expenses. Citibank DSI shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust Portfolio will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the FundPortfolio; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Portfolio; governmental fees, including but not limited to Securities and Exchange Commission fees and state "blue sky" fees, if any; interest chargesinterest; loan commitment fees; taxes; brokerage fees and commissions; membership dues in industry associations allocable to the Trustand professional associations; fees and expenses of independent auditorsauditors and accountants, legal counsel and any transfer agent, distributor, shareholder servicing agent, recordkeeper, registrar or dividend disbursing agent of the TrustPortfolio; expenses of issuing relating to the issuance and redeeming shares redemption of beneficial interest interests in the Portfolio and servicing shareholder investor accounts; expenses of preparing, typesetting, printing and mailing prospectusesmailing: registration statements for regulatory purposes and for distribution to current investors, statements of additional information, shareholder investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of investors in the FundPortfolio; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the FundPortfolio, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund Portfolio (including but not limited to the fees of independent pricing services); expenses connected with maintaining the Portfolio's existence as a New York trust; expenses of meetings of the FundPortfolio's shareholders; expenses relating to the registration and qualification of shares of the Fundinvestors; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund Portfolio may be a party and the legal obligation which the Trust Portfolio may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank IBT shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 abovethis agreement. Except as provided in the foregoing sentence, it It is understood that the Trust will pay from the assets of the Fund all of Portfolios its own expenses allocable to the Fund Portfolios including, without limitation, organization costs of the FundPortfolios; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest Interests and servicing shareholder investor accounts; expenses of preparing, typesetting, printing and mailing prospectusesregistration statements, statements of additional information, shareholder reportsreports to investors, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fundcommissions; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the FundPortfolios, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund Portfolios (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the issuance and registration and qualification of shares of the FundInterests; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund any Portfolio may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank The Adviser shall furnish to the Fund, at its own expense all necessary servicesthe Adviser's expense, facilities office space, local telephone service and personnel in connection with its responsibilities under Section 1 above. Except as provided in utilities, and shall be responsible for the foregoing sentencecompensation of directors, it is understood that the Trust will pay from the assets officers and employees of the Fund who are Interested Persons of the Adviser. The Fund shall be responsible for and shall pay all of its own expenses, debts and liabilities including, without limitation, all of the following: the compensation of directors who are not Interested Persons of the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute and the No-Load Mutual Fund Association, Inc.; fees and expenses allocable of its legal counsel and of its independent accountants and auditors; all charges of each transfer agent, registrar, custodian and disbursing agent of the Fund for all services to the Fund including, without limitation, organization costs those relating to safekeeping of funds and securities, issuance and redemption of shares of the Fund; compensation , solicitation of Trustees who are not "affiliated persons" of Citibank; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributorshareholder votes, shareholder servicing agentconfirmations and statements, registrar or dividend disbursing agent mailings to shareholders and keeping of the Trustshareholder accounts and records; expenses of issuing issuing, delivering, re-purchasing and redeeming shares of beneficial interest and servicing shareholder accountsshares; expenses of preparing, typesetting, printing and mailing stock certificates, prospectuses, statements of additional information, shareholder shareholders' reports, notices, proxy statements and reports to governmental officers and commissions commissions; brokerage and to existing shareholders of the Fund; other expenses connected with the execution, recording and settlement execution of portfolio security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping solicitation of funds shareholder votes; and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the FundFund under the Securities Act of 1933, as amended, and state securities or "blue sky" laws; and such non-recurring or extraordinary expenses as may arisePROVIDED, including those relating to actionsHOWEVER, suits or proceedings to which that the Trust on behalf of Adviser will reimburse the Fund may be a party and for such expenses to the legal obligation which the Trust may have to indemnify its Trustees and officers with respect theretoextent provided in ss. 5 below.

Allocation of Charges and Expenses. Citibank Except as otherwise specifically provided in this Section 3, the Sub-adviser shall furnish at pay the compensation and expenses of all its own 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), and the Sub-adviser shall make available, without expense all necessary servicesto the Fund, facilities the service of its directors, partners, officers and personnel employees, if any, who may be duly elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. The Sub-adviser shall not be required to pay any expenses of the Fund other than those specifically allocated to the Sub-adviser in this Section 3. In particular, but without limiting the generality of the foregoing, the Sub-adviser shall not be responsible for the following expenses of the Fund: organization and offering expenses of the Fund (including out-of-pocket expenses); fees payable to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; dues and expenses incurred by or with respect to the Fund in connection with its responsibilities under Section 1 above. Except as provided membership in the foregoing sentence, it is understood that the Trust will pay from the assets investment company trade organizations; cost of the Fund all of its own expenses allocable insurance relating to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citibank; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to fidelity coverage for the Trust's officers and employees; fees and expenses of independent auditorsany custodian, legal counsel and any subcustodian, transfer agent, distributorregistrar, shareholder servicing agent, registrar or dividend disbursing agent of the TrustFund; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of payments for maintaining the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required 's financial books and accounts; expenses of records and calculating the daily net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholdersshares; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses relating to investor and public relations; expenses of registering and qualifying shares of the registration Fund for sale (if any); freight, insurance and qualification other charges in connection with the shipment of shares the portfolio securities of the Fund; 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 such non-recurring or extraordinary distributing prospectuses, Exhibit (d)(11) Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery; litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses as may arise, (specifically including those travel expenses relating to actionsthe Fund's business) of officers, suits or proceedings to which trustees and employees of the Trust on behalf who are not interested persons of the Fund may be a party Sub-adviser; and the legal obligation which travel expenses (or an appropriate portion thereof) of officers or trustees of the Trust may have who are officers, directors or employees of the Sub-adviser to indemnify its the extent that such expenses relate to attendance at meetings of the Board of Trustees and officers with respect of the Trust or any committees thereof or advisers thereto.

Allocation of Charges and Expenses. Citibank The Manager shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security security, option, and futures transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds funds, securities, options, and securities futures and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring nonrecurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank Domini shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the FundTrust; compensation of Trustees who are not "affiliated “interested persons" ” of Citibankthe Trust; governmental fees, including but not limited to Securities and Exchange Commission fees and state “blue sky” fees, if any; interest chargesexpense; loan commitment fees; taxes; brokerage fees and commissions; membership dues in industry associations allocable to the Trustand professional associations; fees and expenses of independent auditorsauditors and accountants, legal counsel and any transfer agent, distributor, shareholder servicing agent, recordkeeper, registrar or dividend disbursing agent of the Trust; expenses relating to the issuance and redemption of issuing and redeeming shares of beneficial interest of the Fund and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses connected with maintaining the Trust’s existence as a Massachusetts business trust; expenses of meetings of the Fund's ’s shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank The Subadviser shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 2 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated 'Interested persons" of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest interests and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of in the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification issuance of shares of beneficial interests in the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank TT International shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security security, option, and futures transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds funds, securities, options, and securities futures and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring nonrecurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank Citi Management shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the each Fund all of its own expenses allocable to the that Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of CitibankCiti Management; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's Trustees and of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank The Submanager shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 2 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the FundTrust; compensation of Trustees who are not "affiliated “interested persons" ” of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses relating to the issuance and redemption of issuing and redeeming shares of beneficial interest of the Fund and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's ’s shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank The Adviser shall furnish at its own expense all necessary administrative services, facilities including office space, equipment, clerical personnel, investment advisory facilities, and executive and supervisory personnel for managing the investments of each Series, effecting the portfolio transactions of each Series, and, in connection with general, administering the Trust's affairs. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser or its responsibilities under Section 1 above"affiliates" to service without compensation as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law. Except as provided in the foregoing sentence, it It is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of those Trustees who are not "affiliated personsaffiliated" of Citibankwith the Adviser; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations the Investment Company Institute allocable to the Trust; fees and expenses of independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, agent or registrar or dividend disbursing agent of the Trust; expenses of issuing repurchasing and redeeming shares of beneficial interest and servicing shareholder accountsshares; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to shareholders, governmental officers or commissions; brokerage and commissions and to existing shareholders of the Fund; other expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the custodian for all services to the FundTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of each Series in the Fund (including but not limited to manner described in the fees of independent pricing services)Trust's then-current Prospectus; and expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect theretoshareholder meetings.

Allocation of Charges and Expenses. Citibank Sun Capital shall furnish at its own expense all necessary sub-investment advisory and administrative services, office space, equipment and clerical personnel necessary for serving as sub-investment adviser to the Fund, and investment advisory facilities and executive and supervisory personnel in connection with its responsibilities under Section 1 abovefor managing the investments and effecting the portfolio transactions. Except as provided in Sun Capital will not be responsible for expenses of MFS or the foregoing sentenceFund, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitationbut not limited to, organization costs the following: the Fund's legal, auditing and accounting expenses; expenses of maintenance of the Fund's books and records other than those required to be maintained by Sun Capital, including computation of the Fund's daily net asset value per share and dividends; compensation of Trustees who are not "affiliated persons" of Citibank; interest, taxes, governmental fees; interest charges; loan commitment fees; taxes; fees and membership dues in industry associations allocable to incurred by the TrustFund; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the TrustFund's custodians, transfer agents, registrars or other agents; expenses of issuing preparing the Fund's share certificates; expenses relating to the redemption or repurchase of the Fund's shares; expenses of registering and redeeming qualifying Fund shares of beneficial interest for sale under applicable federal and servicing shareholder accountsstate laws; expenses of preparing, typesettingsetting in print, printing and mailing distributing prospectuses, statements reports, notices and dividends to Fund investors; cost of additional informationFund stationery; costs of Trustee, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders other meetings of the MFS Institutional Trust (the "Trust") or the Fund; traveling expenses connected with of officers, trustees and employees of the execution, recording and settlement of security transactions; insurance premiumsTrust or Fund; fees and expenses of the custodian for all services to the Fund, including safekeeping Trust's trustees and salaries of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value any officers or employees of the Fund (including but not limited to the fees of independent pricing services)Trust or Fund; expenses of meetings of and the Fund's shareholders; expenses relating to the registration pro rata portion of premiums on any fidelity bond and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which other insurance covering the Trust on behalf of or the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees their officers and officers with respect theretotrustees.

Allocation of Charges and Expenses. Citibank SBFM shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of CitibankSBFM; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's Trustees and of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank The Submanager shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 2 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable and the expenses allocated to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated “interested persons" ” of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the TrustFund; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the TrustFund; expenses of issuing relating to the issuance and redeeming shares redemption of beneficial interest interests in the Fund and servicing shareholder investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of investors in the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and Information Classification: Company Internal expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund’s investors; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank (a) KLD shall furnish at pay the entire salaries and wages of all of the Trust's Trustees, officers and agents who devote part or all of their time to the affairs of KLD and Signature Broker-Dealer Services, Inc. or its own expense all necessary servicesaffiliates, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust will for purposes of this Section 2. (b) The Sponsor shall pay from the assets all of the Fund all of its own Trust's operating expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citibankwith the Sponsor; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations the Investment Company Institute allocable to the Trust; fees and expenses of the Trust's independent auditors, of legal counsel and of any investment adviser or manager, administrator, transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to the Trust's investors and governmental officers and commissions and to existing shareholders of the Fundcommissions; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the Trust's custodian for all services to the FundTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund (including but not limited to the fees of independent pricing services)Trust; expenses of meetings of the Fund's shareholdersinvestors; and expenses relating to the issuance, registration and qualification of shares Shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which Trust but excluding (y) the fees payable by the Trust on behalf to the Sponsor pursuant to Section 3 of the Fund may be a party this Agreement and the legal obligation which the Trust may have to indemnify its Trustees (z) brokerage fees and officers with respect theretocommissions, interest charges, taxes and extraordinary expenses.

Allocation of Charges and Expenses. Citibank SBFM shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the each Fund all of its own expenses allocable to the that Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of CitibankSBFM; governmental fees; interest charges; brokerage fees and commissions; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's Trustees and of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank The Administrator shall furnish at pay the ---------------------------------- entire salaries and wages of all of the Corporation's directors, officers and agents who devote part or all of their time to the affairs of the Administrator or its own expense all necessary servicesaffiliates, facilities and personnel in connection with its responsibilities under the wages and salaries of such persons shall not be deemed to be expenses incurred by the Corporation for purposes of this Section 1 above4. Except as provided in the foregoing sentence, it is understood that the Trust will Administrator shall not pay from the assets of the Fund all of its own other expenses allocable relating to the Fund Corporation including, without limitation, organization costs of the Fund; compensation of Trustees who are directors not "affiliated persons" of Citibankwith the Administrator; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations the Investment Company Institute allocable to the TrustCorporation; fees and expenses of the Corporation's independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the TrustCorporation; expenses of issuing distributing and redeeming shares of beneficial interest Shares and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, prospectuses and statements of additional information, shareholder reports, notices, proxy statements and reports to shareholders and governmental officers and commissions commissions; expenses of preparing and to existing shareholders mailing agendas and supporting documents for meetings of the FundBoard of Directors and committees thereof; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the Corporation's custodian for all services to the FundCorporation, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of Shares of the Fund (including but not limited to the fees of independent pricing services)Corporation; expenses of meetings of the Fund's shareholdersshareholder meetings; and expenses relating to the issuance, registration and qualification of shares Shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect theretoCorporation.

Allocation of Charges and Expenses. Citibank shall furnish at pay the entire salaries and wages of all of each Trust's Trustees, officers and agents who devote part or all of their time to the affairs of Citibank or its own expense all necessary servicesaffiliates, facilities and personnel in connection with its responsibilities under the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 1 above2. Except as provided in the foregoing sentence, it is understood that the each Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citibankwith the Administrator; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations the Investment Company Institute allocable to the Trust; fees and expenses of each Fund's investment adviser or advisers; fees and expenses of independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, service agent, registrar or dividend disbursing agent of the Trust; expenses of issuing distributing and redeeming shares of beneficial interest Shares and Interests and servicing shareholder or investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, prospectuses and statements of additional information, shareholder reports, notices, proxy statements and reports to shareholders or investors and governmental officers and commissions and to existing shareholders of the Fundcommissions; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the Trust's custodian for all services to the FundTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees Shares of independent pricing services)or Interests in each Fund; expenses of meetings of the Fund's shareholdersshareholder or investor meetings; and expenses relating to the issuance, registration and qualification of shares Shares of the or Interests in each Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank The Submanager shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 2 above. Except as provided in the foregoing sentence, it is understood that the Master Trust will pay from the assets of the Fund all of its own expenses allocable and the expenses allocated to the Master Fund including, without limitation, organization costs of the Master Fund; compensation of Trustees who are not "affiliated “interested persons" ” of Citibankthe Master Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the TrustMaster Fund; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the TrustMaster Fund; expenses of issuing relating to the issuance and redeeming shares redemption of beneficial interest interests in the Master Fund and servicing shareholder investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of investors in the Master Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Master Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Master Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Master Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund’s investors; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Master Trust on behalf of the Master Fund may be a party and the legal obligation which the Master Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank shall furnish at its own expense The Adviser will pay all necessary services, facilities and personnel costs incurred by the Adviser in connection with the performance of its responsibilities duties under Section 1 above2 of this Investment Management Agreement. Except as provided The Adviser will not be required to bear any expenses of any Portfolio other than those specifically allocated to the Adviser in this Section 6. In particular, but without limiting the foregoing sentence, it is understood that the Trust will pay from the assets generality of the Fund all of its own foregoing, the Adviser will not be required to pay expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citibank; governmental fees; related to: (i) interest charges; loan commitment fees; and taxes; membership dues in industry associations allocable (ii) brokerage commissions; (iii) premiums for fidelity and other insurance coverage requisite to the Trust’s operations; (iv) the fees and expenses of independent auditorsits non-interested trustees; (v) legal, legal counsel audit and any fund accounting expenses; (vi) custodian and transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing 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 TrustTrust for public sale; (ix) expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, notices and proxy statements and reports material to governmental officers and commissions and to existing shareholders of the FundTrust; (x) all other expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services incidental to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of holding meetings of the Fund's Trust’s shareholders; expenses relating to the registration and qualification of shares of the Fund; and (xi) such extraordinary non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which litigation affecting the Trust on behalf of the Fund may be a party and the legal any obligation which the Trust may have to indemnify its officers and Trustees and officers 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, trustees or employees of the Trust shall not receive any compensation from the Trust for their services, with the exception of the chief compliance officer of the Trust, who may be compensated by the Trust for services provided to the Trust.

Allocation of Charges and Expenses. Citibank The Manager shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund Portfolio all of its own expenses allocable to the Fund Portfolio including, without limitation, organization costs of the FundPortfolio; compensation of Trustees who are not "affiliated persons" of Citibankthe Manager; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest interests and servicing shareholder investor accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder investor reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of investors in the FundPortfolio; expenses connected with the execution, recording and settlement of security security, option and futures transactions; insurance premiums; fees and expenses of the custodian for all services to the FundPortfolio, including safekeeping of funds funds, securities, options, and securities futures and maintaining required books and accounts; expenses of calculating the net asset value of the Fund Portfolio (including but not limited to the fees of independent pricing services); expenses of meetings of the FundPortfolio's shareholdersinvestors; expenses relating to the registration and qualification issuance of shares of beneficial interests in the FundPortfolio; and such non-recurring nonrecurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund Portfolio may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. Citibank Except as otherwise specifically provided in this Section 3, the Sub-adviser shall furnish at pay the compensation and expenses of all its own directors, partners, officers and employees, if any, who serve as officers and executive employees of the Trust (including the Funds' share of payroll taxes), and the Sub-adviser shall make available, without expense all necessary servicesto the Funds, facilities the service of its directors, partners, officers and personnel employees, if any, who may be duly elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. The Sub-adviser shall not be required to pay any expenses of the Funds other than those specifically allocated to the Sub-adviser in this Section 3. In particular, but without limiting the generality of the foregoing, the Sub-adviser shall not be responsible for the following expenses of the Funds: organization and offering expenses of the Funds (including out-of-pocket expenses); fees payable to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; dues and expenses incurred by or with respect to the Funds in connection with its responsibilities under Section 1 above. Except as provided membership in the foregoing sentence, it is understood that the Trust will pay from the assets investment company trade organizations; cost of the Fund all of its own expenses allocable insurance relating to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citibank; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to fidelity coverage for the Trust's officers and employees; fees and expenses of independent auditorsany custodian, legal counsel and any subcustodian, transfer agent, distributorregistrar, shareholder servicing agent, registrar or dividend disbursing agent of the TrustFunds; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of payments for maintaining the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required Funds' financial books and accounts; expenses of records and calculating the daily net asset value of the Fund (including but not limited Funds' shares; other payments for portfolio pricing or valuation services to the fees of independent pricing services); expenses of meetings of the Fund's shareholdersagents, accountants, bankers and other specialists, if any; expenses relating to the registration investor and qualification public relations; expenses of registering and qualifying shares of the FundFunds for sale (if any); freight, insurance and other charges in connection with the shipment of the portfolio securities of the Funds; 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 Funds; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery; litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses (specifically including travel expenses relating to the Funds' business) of officers, trustees and employees of the Trust who are not interested persons of the Sub-adviser; and such non-recurring travel expenses (or extraordinary expenses as may arise, including those relating to actions, suits an appropriate portion thereof) of officers or proceedings to which trustees of the Trust on behalf who are officers, directors or employees of the Fund may be a party and Sub-adviser to the legal obligation which extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust may have to indemnify its Trustees and officers with respect or any committees thereof or advisers thereto.

Allocation of Charges and Expenses. Citibank Except as otherwise specifically provided in this Section 3, the Subadviser shall furnish at pay the compensation and expenses of all its own 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), and the Subadviser shall make available, without expense all necessary servicesto the Fund, facilities the service of its directors, partners, officers and personnel employees, if any, who may be duly elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. The Subadviser shall not be required to pay any expenses of the Fund other than those specifically allocated to the Subadviser in this Section 3. In particular, but without limiting the generality of the foregoing, the Subadviser shall not be responsible for any of the following expenses of the Fund: organization and offering expenses of the Fund (including out-of- pocket expenses); fees payable to the Manager and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; dues and expenses incurred by or with respect to the Fund in connection with its responsibilities under Section 1 above. Except as provided membership in the foregoing sentence, it is understood that the Trust will pay from the assets investment company trade organizations; cost of the Fund all of its own expenses allocable insurance relating to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citibank; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to fidelity coverage for the Trust's officers and employees; fees and expenses of independent auditorsany custodian, legal counsel and any subcustodian, transfer agent, distributorregistrar, shareholder servicing agent, registrar or dividend disbursing agent of the TrustFund; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of payments for maintaining the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required 's financial books and accounts; expenses of records and calculating the daily net asset value of the Fund (including but not limited Fund's shares; other payments for portfolio pricing or valuation services to the fees of independent pricing services)agents, accountants, bankers and other specialists, if any; expenses of meetings preparing share certificates and other expenses in connection with the issuance, offering, distribution or sale of securities issued by the Fund's shareholders; expenses relating to investor and public relations; expenses of registering and qualifying shares of the registration Fund for sale; freight, insurance and qualification other charges in connection with the shipment of shares the portfolio securities of the Fund; 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 such non-recurring or extraordinary distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery; litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses as may arise, (specifically including those travel expenses relating to actionsthe Fund's business) of officers, suits or proceedings to which trustees and employees of the Trust on behalf who are not interested persons of the Fund may be a party Subadviser; and the legal obligation which travel expenses (or an appropriate portion thereof) of officers or trustees of the Trust may have who are officers, directors or employees of the Subadviser to indemnify its the extent that such expenses relate to attendance at meetings of the Board of Trustees and officers with respect of the Trust or any committees thereof or advisers thereto.

Allocation of Charges and Expenses. Citibank LFBDS shall furnish at pay the entire salaries and wages of all of the Trust's Trustees, officers and agents who devote part or all of their time to the affairs of LFBDS or its own expense all necessary servicesaffiliates, facilities and personnel in connection with its responsibilities under the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 1 above2. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citibankwith the Administrator; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations the Investment Company Institute allocable to the Trust; fees and expenses of the Trust's investment adviser or advisers; fees and expenses of independent auditors, of legal counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing distributing and redeeming shares of beneficial interest Shares and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, prospectuses and statements of additional information, shareholder reports, notices, proxy statements and reports to shareholders and governmental officers and commissions and to existing shareholders of the Fundcommissions; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the Trust's custodian for all services to the FundTrust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund (including but not limited to the fees of independent pricing services)Trust; expenses of meetings of the Fund's shareholdersshareholder meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect theretoTrust.

Allocation of Charges and Expenses. Citibank shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated interested persons" of Citibankthe Trust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the issuance, registration and qualification of shares of the Fund; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.