Common use of Allocation of Charges and Expenses Clause in Contracts

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense 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 for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It is understood that the Fund will pay all of its own expenses including, without limitation, compensation of Trustees "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund; expenses of shareholders' meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses 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).

Allocation of Charges and Expenses. (a) The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the each Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the each Fund. The Adviser shall arrange, if desired by the Trust, for Directorsdirectors, officers and employees of the Adviser to serve 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. . (b) It is understood that the Trust and each Fund will pay all of its their own expenses incurred in their operations and the offering of a Fund's shares, unless specifically provided otherwise in this Agreement or except to the 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 a Fund, including, without limitation, : compensation of Trustees "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the a Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the a Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 a Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the a Fund; organizational and start up costs; such non-recurring or extraordinary expenses of shareholders' meetingsas may arise, including those relating to actions, suits or proceedings to which a Fund is a party or otherwise may have an exposure, and the legal obligation which a Fund may have to indemnify the Trust's Trustees and officers with respect thereto; and expenses relating to the issuance, registration and qualification of shares of the a Fund and the preparation, printing and mailing of prospectuses 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 a 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 a Fund on any subsequent occasion.

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It is understood that the Fund will pay all of its own expenses including, without limitation, compensation of Trustees "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund; expenses of shareholders' meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses 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).

Allocation of Charges and Expenses. (a) The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directorsdirectors, officers and employees of the Adviser to serve 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. . (b) It is understood that the Trust and the Fund will pay all of its their own expenses incurred in their operations and the offering of the Fund’s shares, unless specifically provided otherwise in this Agreement or except to the 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, : compensation of Trustees "“not affiliated" ” with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund; organizational and start up costs; such non-recurring or extraordinary expenses of shareholders' meetingsas may arise, including those relating to actions, suits or proceedings to which the Fund is a party or otherwise may have an exposure, and the legal obligation which the Fund may have to indemnify the Trust’s Trustees and officers with respect thereto; and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses 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 occasion.

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It is understood that the Fund will pay all of its own expenses including, without limitation, compensation of Trustees "not affiliated" affiliated with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund; expenses of shareholders' meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses for such purposes (except to the extent that any Distribution Agreement to which the Trust is a party on behalf of the Fund provides that another party is to pay some or all of such expenses).

Allocation of Charges and Expenses. (a) The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the each Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the each Fund. The Adviser shall arrange, if desired by the Trust, for Directorsdirectors, officers and employees of the Adviser to serve 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. . (b) It is understood that the Trust and each Fund will pay all of its their own expenses incurred in their operations and the offering of a Fund’s shares, unless specifically provided otherwise in this Agreement or except to the 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 a Fund, including, without limitation, : compensation of Trustees "“not affiliated" ” with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the a Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the a Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 a Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the a Fund; organizational and start up costs; such non-recurring or extraordinary expenses of shareholders' meetingsas may arise, including those relating to actions, suits or proceedings to which a Fund is a party or otherwise may have an exposure, and the legal obligation which a Fund may have to indemnify the Trust’s Trustees and officers with respect thereto; and expenses relating to the issuance, registration and qualification of shares of the a Fund and the preparation, printing and mailing of prospectuses 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 a 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 a Fund on any subsequent occasion.

Allocation of Charges and Expenses. The Adviser Citibank shall furnish at its own expense investment advisory and administrative all necessary 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 for managing in connection with its responsibilities under Section 1 above. Except as provided in the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrangeforegoing sentence, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It it is understood that the Fund 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 "not affiliatedaffiliated persons" with the Adviserof Citibank; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the FundTrust; fees and expenses of independent auditors, of legal counsel, counsel and of any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the FundTrust; expenses of repurchasing issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing stock certificatesprospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissionscommissions and to existing shareholders of the Fund; brokerage and 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 Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses of shareholders' meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund Fund; and the preparationsuch nonrecurring or extraordinary expenses as may arise, printing and mailing of prospectuses for such purposes (except including those relating to the extent that any Distribution Agreement actions, suits or proceedings to which the Trust is on behalf of the Fund may be a party provides that another party is and the legal obligation which the Trust may have to pay some or all of such expenses)indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Adviser Subadviser shall furnish at its own expense investment advisory and administrative all necessary 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 for managing in connection with its responsibilities under Section 2 above. Except as provided in the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrangeforegoing sentence, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It it is understood that the Fund Trust will pay from the assets of each Fund all of its own expenses allocable to that Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "not affiliatedinterested persons" with of the AdviserTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the FundTrust; fees and expenses of independent auditors, of legal counsel, counsel and of any transfer agent, distributor, registrar or dividend disbursing agent of the FundTrust; expenses of repurchasing issuing and redeeming shares of beneficial interests and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissionscommissions and to shareholders in the Fund; brokerage and 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 Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses of shareholders' meetings; and expenses relating to the issuance, registration and qualification issuance of shares of beneficial interests in the Fund Fund; and the preparationsuch non-recurring or extraordinary expenses as may arise, printing and mailing of prospectuses for such purposes (except including those relating to the extent that any Distribution Agreement actions, suits or proceedings to which the Trust is on behalf of the Fund may be a party provides that another party is and the legal obligation which the Trust may have to pay some or all of such expenses)indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. The Adviser Submanager shall furnish at its own expense investment advisory and administrative all necessary 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 for managing in connection with its responsibilities under Section 2 above. Except as provided in the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrangeforegoing sentence, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It it is understood that the Fund Trust will pay all of its own expenses and the expenses allocated to the Funds including, without limitation, organization costs of the Funds; compensation of Trustees "who are not affiliated" with “interested persons” of the AdviserTrust; governmental fees; interest charges; loan commitment fees; taxes; membership dues in the Investment Company Institute industry associations allocable to the FundFunds; fees and expenses of independent auditors, of legal counsel, counsel and of any transfer agent, distributor, registrar or dividend disbursing agent of the FundFunds; expenses relating to the issuance and redemption of repurchasing and redeeming shares beneficial interests in the Funds and servicing shareholder investor accounts; expenses of preparing, typesetting, printing and mailing stock certificates, shareholder investor reports, notices, proxy statements and reports to governmental officers and commissionscommissions and to investors in the Funds; brokerage and 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 FundFunds, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares the Funds (including but not limited to the fees of the Fundindependent pricing services; expenses of shareholders' meetingsmeetings of the Funds’ investors; and such non-recurring or extraordinary expenses as may arise, including those relating to the issuanceactions, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses for such purposes (except to the extent that any Distribution Agreement suits or proceedings to which the Trust is on behalf of the Funds may be a party provides that another party is and the legal obligation which the Trust may have to pay some or all of such expenses)indemnify its Trustees and officers with respect thereto.

Allocation of Charges and Expenses. (a) The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directorsdirectors, officers and employees of the Adviser to serve 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. . (b) It is understood that the Trust and the Fund will pay all of its their own expenses incurred in their operations and the offering of a Fund’s shares, unless specifically provided otherwise in this Agreement or except to the 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 a Fund, including, without limitation, : compensation of Trustees "“not affiliated" ” with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the a Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the a Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 a Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the a Fund; organizational and start up costs; such non-recurring or extraordinary expenses of shareholders' meetingsas may arise, including those relating to actions, suits or proceedings to which a Fund is a party or otherwise may have an exposure, and the legal obligation which a Fund may have to indemnify the Trust’s Trustees and officers with respect thereto; and expenses relating to the issuance, registration and qualification of shares of the a Fund and the preparation, printing and mailing of prospectuses 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 a 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 a Fund on any subsequent occasion.

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It is understood that the Fund will pay all of its own expenses includinginclu ding, without limitation, compensation of Trustees "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund; expenses of shareholders' meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses 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).

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It is understood that the Fund will pay all of its own expenses including, without limitation, compensation of Trustees "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund; expenses of shareholders' meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses for such purposes (except to the extent that any Distribution Agreement to which the Trust is a party on behalf of the Fund provides that another party is to pay some or all of such expenses).

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fundfund. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser or its "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. It is understood that the Fund will pay all of its own expenses including, without limitation, compensation of Trustees "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accountsshares; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund; and expenses of shareholders' meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses 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).

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It is understood that the Fund will pay all of its own expenses including, without limitation, compensation of Trustees "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Fund; fees and expenses of independent auditors, of legal counsel, counsel and of any transfer agent, registrar or dividend disbursing agent of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund; expenses of shareholders' meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses for such purposes (except to the extent that any Distribution Agreement to which the Trust is a party on behalf of the Fund provides that another party is to pay some or all of such expenses).

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization the Trust's organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It is understood that the Fund Trust will pay all of its own expenses including, without limitation, compensation of Trustees "of the Trust who are not affiliated" with affiliated persons of the Trust or the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the FundTrust; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the FundTrust; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder prospectuses, periodic reports, notices, proxy statements to shareholders and reports to governmental officers and commissions; brokerage and 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 securities, keeping books and accounts; expenses accounts and calculation of calculating the net asset value of shares of the Fund; expenses of shareholders' shareholder meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses for such purposes (except to the extent that any Distribution Agreement to which the Trust is a party on behalf of the Fund provides that another party is to pay some or all of such expenses).

Allocation of Charges and Expenses. (a) The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directorsdirectors, officers and employees of the Adviser to serve 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. . (b) It is understood that the Trust and the Fund will pay all of its their own expenses incurred in their operations and the offering of the Fund’s shares, unless specifically provided otherwise in this Agreement or except to the 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, : compensation of Trustees "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund; organizational and start up costs; such non-recurring or extraordinary expenses of shareholders' meetingsas may arise, including those relating to actions, suits or proceedings to which the Fund is a party or otherwise may have an exposure, and the legal obligation which the Fund may have to indemnify the Trust's Trustees and officers with respect thereto; and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses 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 occasion.

Allocation of Charges and Expenses. (a) The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund Trust and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the FundTrust. The Adviser shall arrange, if desired by the Trust, for Directorsdirectors, officers and employees of the Adviser to serve 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. . (b) It is understood that the Fund Trust will pay all of its own expenses incurred in its operations and the offering of its shares, unless specifically provided otherwise in this Agreement or except to the 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, including, without limitation, : compensation of Trustees "“not affiliated" ” with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the FundTrust; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the FundTrust; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 the FundTrust; organizational and start up costs; such non-recurring or extraordinary expenses of shareholders' meetingsas may arise, including those relating to actions, suits or proceedings to which the Trust is a party or otherwise may have an exposure, and the legal obligation which the Trust may have to indemnify the Trust’s Trustees and officers with respect thereto; and expenses relating to the issuance, registration and qualification of shares of the Fund Trust and the preparation, printing and mailing of prospectuses 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 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 on any subsequent occasion.

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It is understood that the Fund will pay all of its own expenses including, without limitation, compensation of Trustees "not affiliated" affiliated with the Adviser; , governmental fees; , interest charges; , taxes; , membership dues in the Investment Company Institute allocable to the Fund; , fees and expenses of independent auditors, of legal counsel, counsel and of any transfer agent, registrar or dividend disbursing agent of the Fund; , expenses of repurchasing and redeeming shares and servicing shareholder accounts; shares, expenses of preparing, printing and mailing stock certificates, prospectuses, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; , brokerage and 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 of funds and securities and maintaining required securities, keeping of books and accounts; expenses accounts and calculation of calculating the net asset value of shares of the Fund; , expenses of shareholders' shareholder meetings; , and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses 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)Fund.

Allocation of Charges and Expenses. (a) The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directorsdirectors, officers and employees of the Adviser to serve 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. . (b) It is understood that the Trust and the Fund will pay all of its their own expenses incurred in their operations and the offering of the Fund's shares, unless specifically provided otherwise in this Agreement or except to the 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, : compensation of Trustees "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund; organizational and start up costs; such non-recurring or extraordinary expenses of shareholders' meetingsas may arise, including those relating to actions, suits or proceedings to which the Fund is a party or otherwise may have an exposure, and the legal obligation which the Fund may have to indemnify the Trust's Trustees and officers with respect thereto; and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses 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 occasion.

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory Except as set forth below, KCO Investments will pay all operating expenses of the Fund specifically assumed by the Fund under the Management Agreement between the Trust and administrative servicesKCO Investments, office spaceInc. dated April 28, equipment 2005, including without limitation the compensation and clerical personnel necessary for servicing the investments expenses of any employees of the Fund and maintaining its organization and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It is understood that the Fund will pay all of its own expenses including, without limitation, compensation of Trustees "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable other persons rendering any services to the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of independent auditorsregistering shares under federal and state securities laws, including expenses incurred by the Fund in connection with the organization and initial registration of legal counsel, and of any transfer agent, registrar or dividend disbursing agent shares of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and other expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiumsexpenses; fees and expenses of the custodian for all custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator (excluding fees and expenses payable to KCO Investments under this Agreement and the Management Agreement), accounting and pricing services to agent and underwriter of the Fund; expenses, including safekeeping clerical expenses, of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value issue, sale, redemption or repurchase of shares of the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders' meetings’ meetings and proxy solicitations; and all other operating expenses relating to not specifically assumed by the issuanceFund. For purposes of this Agreement, registration “operating expenses” shall not include advertising, promotion and qualification of shares other expenses incurred directly or indirectly in connection with the sale or distribution of the Fund’s shares (including expenses that the Fund is authorized to pay pursuant to Rule 12b-1 under the Act , if any ). The Fund will pay all brokerage fees and the preparationcommissions, printing taxes, borrowing costs (such as (a) interest and mailing of prospectuses for such purposes (except to the extent that any Distribution Agreement b) dividend expenses on securities sold short), extraordinary or non-recurring expenses as may arise, including litigation to which the Trust is Fund may be a party provides that another party and indemnification of the Trust's Trustees and officers with respect thereto. The Fund also will pay the fees paid pursuant to the Management Agreement between KCO Investments and the Trust, and all expenses which it is authorized to pay some pursuant to Rule 12b-1 under the Act. KCO Investments may obtain reimbursement from the Fund, at such time or all times as KCO Investments may determine in its sole discretion, for any expenses advanced by KCO Investments that the Fund is obligated to pay, and such reimbursement shall not be considered to be part of such expenses)KCO Investments’ compensation pursuant to this Agreement.

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization the Trust's organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It is understood that the Fund Trust will pay all of its own expenses including, without limitation, compensation of Trustees "of the Trust who are not affiliated" with affiliated persons of the Trust or the Adviser; , governmental fees; , interest charges; , taxes; , membership dues in the Investment Company Institute allocable to the Fund; Trust, fees and expenses of independent auditors, of legal counsel, counsel and of any transfer agent, registrar or dividend disbursing agent of the Fund; Trust, expenses of repurchasing and redeeming shares and servicing shareholder accounts; , expenses of preparing, printing and mailing stock certificates, shareholder prospectuses, periodic reports, notices, notices and proxy statements to shareholders and reports to governmental officers and commissions; , brokerage and 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 securities, keeping of books and accounts; expenses accounts and calculation of calculating the net asset value of shares of the Fund; , expenses of shareholders' shareholder meetings; , and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses for such purposes (except to the extent that any Distribution Agreement to which the Trust is a party on behalf of the Fund provides that another party is to pay some or all of such expenses).

Allocation of Charges and Expenses. (a) The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directorsdirectors, officers and employees of the Adviser to serve 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. . (b) It is understood that the Trust and the Fund will pay all of its their own expenses incurred in their operations and the offering of the Fund’s shares, unless specifically provided otherwise in this Agreement or except to the 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, : compensation of Trustees "“not affiliated" ” with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund; organizational and start up cost; such non-recurring or extraordinary expenses of shareholders' meetingsas may arise, including those relating to actions, suits or proceedings to which the Fund is a party or otherwise may have an exposure, and the legal obligation which the Fund may have to indemnify the Trust’s Trustees and officers with respect thereto; and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses 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 occasion.

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser or its "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. It is understood that the Fund will pay all of its own expenses including, without limitation, compensation of Trustees "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accountsshares; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund; and expenses of shareholders' meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses 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).

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund Trust and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the FundTrust. The Adviser shall arrange, if desired by the Trust, for Directorsdirectors, officers and employees of the Adviser to serve 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. It is understood that the Fund Trust will pay all of its own expenses including, without limitation, compensation of Trustees not "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the FundTrust; fees and expenses of independent auditors, of legal counsel, counsel and of any transfer agent, registrar or dividend disbursing agent of the FundTrust; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock share certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 the FundTrust; expenses of shareholders' shareholder meetings; , and expenses relating to the issuance, registration and qualification of shares of the Fund Trust and the preparation, printing and mailing of prospectuses 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).

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory administrative and administrative executive services, office space, equipment and clerical personnel necessary for servicing conducting the investments affairs of the Fund Trust and maintaining its organization organization, and investment advisory facilities and executive executive, investment advisory and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directorsdirectors, officers and employees of the Adviser to serve 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. It is understood that the Fund Trust will pay all of its own expenses including, without limitation, compensation of Trustees not "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the FundTrust; fees and expenses of independent auditors, of legal counsel, counsel and of any transfer agent, registrar or dividend disbursing agent of the FundTrust; expenses of repurchasing distributing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder prospectuses, shareholder's reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 FundTrust, including safekeeping of funds and securities and maintaining required keeping of books and accounts; expenses of maintaining required records, books and accounts and calculating the net asset value of shares of the Fund; expenses of shareholders' shareholder's meetings; , and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses 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)Trust.

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining the its organization and investment advisory facilities and executive and supervisory personnel for managing the investments and investments, effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It is understood that the Fund will pay all of its own expenses including, without limitation, compensation of Trustees not "not affiliated" with the Adviser; , governmental fees; , interest charges; , taxes; , membership dues in the Investment Company Institute allocable to the Fund; , fees and expenses of independent auditors, of legal counsel, counsel and of any transfer agent, registrar or dividend disbursing agent of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; shares, expenses of preparing, printing and mailing stock certificates, prospectuses, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund; , expenses of shareholders' shareholder meetings; and expenses relating relation to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses 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).

Allocation of Charges and Expenses. (a) The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directorsdirectors, officers and employees of the Adviser to serve 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. . (b) It is understood that the Trust and the Fund will pay all of its their own expenses incurred in their operations and the offering of a Fund's shares, unless specifically provided otherwise in this Agreement or except to the 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 a Fund, including, without limitation, : compensation of Trustees "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the a Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the a Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 a Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the a Fund; organizational and start up costs; such non-recurring or extraordinary expenses of shareholders' meetingsas may arise, including those relating to actions, suits or proceedings to which a Fund is a party or otherwise may have an exposure, and the legal obligation which a Fund may have to indemnify the Trust's Trustees and officers with respect thereto; and expenses relating to the issuance, registration and qualification of shares of the a Fund and the preparation, printing and mailing of prospectuses 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 a 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 a Fund on any subsequent occasion.

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund Account and maintaining its organization the Account's organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the FundAccount. The Adviser shall arrange, if desired by the TrustAccount, for Directors, officers and employees of the Adviser to serve as Trustees, officers or agents of the Trust Account if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law. It is understood that the Fund Account will pay all of its own expenses including, without limitation, compensation of Trustees not "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the FundAccount; fees and expenses of independent auditors, of legal counsel, counsel and of any transfer agent, registrar or dividend disbursing agent of the FundAccount; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 FundAccount, including safekeeping of funds Accounts and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the FundAccount; expenses of shareholders' meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund Account and the preparation, printing and mailing of prospectuses for such purposes (except to the extent that any Distribution Agreement to which the Trust Account is a party provides that another party is to pay some or all of such expenses).

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and portfolio administrative services, office space, equipment and clerical personnel management services necessary for servicing the investments of the Fund and maintaining its organization Fund, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the TrustFund, for Directors, officers and employees of the Adviser to serve as TrusteesDirectors, officers Officers or agents of the Trust Fund if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law. It is understood that the Fund will pay pay, or provide for the payment of, all of its own expenses including, without limitation, compensation of Trustees "Directors not affiliated" affiliated with the Adviser; , Lutheran Brotherhood or Lutheran Brotherhood Variable Insurance Products Company, governmental fees; , interest charges; , taxes; , membership dues in the Investment Company Institute allocable to the Fund; , fees and expenses of independent auditors, of legal counsel, counsel and of any transfer agent, registrar or and dividend disbursing agent of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; , expenses of preparing, printing and mailing stock certificatesprospectuses, shareholder shareholders' reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 keeping of books and accounts; expenses of calculating the net asset value of shares of the Fund; , expenses of shareholders' meetings; , and expenses relating to the issuance, registration and qualification of shares share of the Fund. The Adviser may enter into a sub-investment advisory agreement or agreements with another party or parties providing that such party or parties shall furnish certain advisory and other services to the Fund and the preparation, printing Adviser and mailing of prospectuses for such purposes (except to also providing that on the extent that any Distribution Agreement to which the Trust is a party provides that another party is to pay some or all terms and conditions of such expenses)sub-investment advisory agreement such party or parties may determine from time to time what securities shall be purchased, sold or exchanged by the Fund and what portion of the assets of the Fund shall be held uninvested.

Allocation of Charges and Expenses. The Adviser shall furnish ---------------------------------- at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the each Fund and maintaining its organization the Trust's organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the each Fund. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It is understood that the Fund Trust will pay all of its own expenses including, without limitation, compensation of Trustees "not affiliated" affiliated with the Adviser; , governmental fees; , interest charges; , taxes; , membership dues in the Investment Company Institute allocable to the Fund; Trust, fees and expenses of independent auditors, of legal counsel, counsel and of any transfer agent, registrar or dividend disbursing agent of the Fund; Trust, expenses of repurchasing and redeeming shares and servicing shareholder accounts; , expenses of preparing, printing and mailing stock certificates, shareholder prospectuses, periodic reports, notices, notices and proxy statements to shareholders and reports to governmental officers and commissions; , brokerage and 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 securities, keeping of books and accounts; expenses accounts and calculation of calculating the net asset value of shares of the each Fund; , expenses of shareholders' shareholder meetings; , and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses 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)Trust.

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund Trust and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the FundTrust. The Adviser shall arrange, if desired by the Trust, for Directorsdirectors, officers and employees of the Adviser to serve as Trustees, officers or agents of the Trust trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law. It is understood that the Fund Trust will pay all of its own expenses including, without limitation, compensation of Trustees not "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the FundTrust; fees and expenses of independent auditors, of legal counsel, counsel and of any transfer agent, registrar or dividend disbursing dispursing agent of the FundTrust; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock share certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 the FundTrust; expenses of shareholders' shareholder meetings; and expenses relating to the issuance, issuance registration and qualification of shares of the Fund Trust and the preparation, printing and mailing of prospectuses 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).

Allocation of Charges and Expenses. (a) The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the each Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the each Fund. The Adviser shall arrange, if desired by the Trust, for Directorsdirectors, officers and employees of the Adviser to serve 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. . (b) It is understood that the Trust and each Fund will pay all of its their own expenses incurred in their operations and the offering of a Funds shares, unless specifically provided otherwise in this Agreement or except to the 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 a Fund, including, without limitation, : compensation of Trustees "not affiliated" affiliated with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the a Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the a Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 a Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the a Fund; organizational and start up costs; such nonrecurring or extraordinary expenses of shareholders' meetingsas may arise, including those relating to actions, suits or proceedings to which a Fund is a party or otherwise may have an exposure, and the legal obligation which a Fund may have to indemnify the Trusts Trustees and officers with respect thereto; and expenses relating to the issuance, registration and qualification of shares of the a Fund and the preparation, printing and mailing of prospectuses 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 a 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 a Fund on any subsequent occasion.

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It is understood that the Fund will pay all of its own expenses including, without limitation, compensation of Trustees "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the FundTrust; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund; expenses of shareholders' meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses for such purposes (except to the extent that any Distribution Agreement to which the Trust is a party on behalf of the Fund provides that another party is to pay some or all of such expenses).

Allocation of Charges and Expenses. The Except as set forth below, the Adviser shall furnish at its own expense investment advisory will pay all operating expenses of the Fund specifically assumed by the Fund under the Management Agreement between the Trust and administrative servicesthe Adviser dated January 30 , office space2008, equipment including without limitation the compensation and clerical personnel necessary for servicing the investments expenses of any employees of the Fund and maintaining its organization and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It is understood that the Fund will pay all of its own expenses including, without limitation, compensation of Trustees "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable other persons rendering any services to the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of independent auditorsregistering shares under federal and state securities laws, including expenses incurred by the Fund in connection with the organization and initial registration of legal counsel, and of any transfer agent, registrar or dividend disbursing agent shares of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and other expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiumsexpenses; fees and expenses of the custodian for all services custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator (excluding fees and expenses payable to the Adviser under this Agreement and the Management Agreement), accounting and pricing services agent and underwriter of the Fund; expenses, including safekeeping clerical expenses, of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value issue, sale, redemption or repurchase of shares of the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders' meetings’ meetings and proxy solicitations; and all other operating expenses relating to not specifically assumed by the issuanceFund. For purposes of this Agreement, registration “operating expenses” shall not include advertising, promotion and qualification of shares other expenses incurred directly or indirectly in connection with the sale or distribution of the Fund’s shares (including expenses that the Fund is authorized to pay pursuant to Rule 12b-1 under the Act, if any). The Fund will pay all brokerage fees and the preparationcommissions, printing taxes, borrowing costs (such as (a) interest and mailing (b) dividend expenses on securities sold short), fees and expenses of prospectuses for such purposes (except to the extent that any Distribution Agreement acquired funds, extraordinary or non-recurring expenses as may arise, including litigation to which the Trust is Fund may be a party provides that another party and indemnification of the Trust’s Trustees and officers with respect thereto. The Fund also will pay the fees paid pursuant to the Management Agreement between Walthausen & CO., LLC and the Trust, and all expenses which it is authorized to pay some pursuant to Rule 12b-1 under the Act. The Adviser may obtain reimbursement from the Fund, at such time or all times as the Adviser may determine in its sole discretion, for any expenses advanced by the Adviser that the Fund is obligated to pay, and such reimbursement shall not be considered to be part of such expenses)the Adviser’s compensation pursuant to this Agreement.

Allocation of Charges and Expenses. (a) The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directorsdirectors, officers and employees of the Adviser to serve 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. . (b) It is understood that the Trust and the Fund will pay all of its their own expenses incurred in their operations and the offering of the Funds shares, unless specifically provided otherwise in this Agreement or except to the 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, : compensation of Trustees "not affiliated" affiliated with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund; organizational and start up costs; such non-recurring or extraordinary expenses of shareholders' meetingsas may arise, including those relating to actions, suits or proceedings to which the Fund is a party or otherwise may have an exposure, and the legal obligation which the Fund may have to indemnify the Trusts Trustees and officers with respect thereto; and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses 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 occasion.

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund Trust and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the FundTrust. The Adviser shall arrange, if desired by the Trust, for Directorsdirectors, officers and employees of the Adviser to serve 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. It is understood that the Fund Trust will pay all of its own expenses including, without limitation, compensation of Trustees not "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the FundTrust; fees and expenses of independent auditors, of legal counsel, counsel and of any transfer agent, registrar or dividend disbursing agent of the FundTrust; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock share certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 the FundTrust; expenses of shareholders' shareholder meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund Trust and the preparation, printing and mailing of prospectuses 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).

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund Trust and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the FundTrust. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It is understood that the Fund Trust will pay all of its own expenses including, without limitation, compensation of Trustees not "not affiliated" with the Adviser; , governmental fees; , interest charges; , taxes; , membership dues in the Investment Company Institute allocable to the Fund; Trust, fees and expenses of independent auditors, of legal counsel, counsel and of any transfer agent, registrar or and dividend disbursing agent of the Fund; Trust, expenses of repurchasing and redeeming shares and servicing shareholder accounts; , expenses of preparing, printing and mailing stock share certificates, shareholder shareholders' reports, notices, proxy statements and reports to governmental officers and commissions; , brokerage and 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 the Fund; Trust, expenses of shareholders' meetings; , and expenses relating to the issuance, registration and qualification of shares of the Fund Trust and the preparation, printing and mailing of prospectuses for such purposes (except to the extent that of any Distribution Agreement to which the Trust is a party provides that another party is to pay some or all of such expenses).

Allocation of Charges and Expenses. (a) The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directorsdirectors, officers and employees of the Adviser to serve 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. . (b) It is understood that the Trust and the Fund will pay all of its their own expenses incurred in their operations and the offering of a Funds shares, unless specifically provided otherwise in this Agreement or except to the 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 a Fund, including, without limitation, : compensation of Trustees "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the a Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the a Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 a Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the a Fund; organizational and start up costs; such non-recurring or extraordinary expenses of shareholders' meetingsas may arise, including those relating to actions, suits or proceedings to which a Fund is a party or otherwise may have an exposure, and the legal obligation which a Fund may have to indemnify the Trusts Trustees and officers with respect thereto; and expenses relating to the issuance, registration and qualification of shares of the a Fund and the preparation, printing and mailing of prospectuses 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 a 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 a Fund on any subsequent occasion.

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund Trust and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the FundTrust. The Adviser shall arrange, if desired by the Trust, for Directorsdirectors, officers and employees of the Adviser to serve as Trustees, officers or agents of the Trust trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law. It is understood that the Fund Trust will pay all of its own expenses including, without limitation, compensation of Trustees not "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the FundTrust; fees and expenses of independent auditors, of legal counsel, counsel and of any transfer agent, registrar or dividend disbursing dispursing agent of the FundTrust; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock share certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 Fund, "Trust" including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the FundTrust; expenses of shareholders' shareholder meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund Trust and the preparation, printing and mailing of prospectuses 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).

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the TrustFund, for Directorsdirectors, officers and employees of the Adviser to serve 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. It is understood that the Fund will pay all of its own expenses including, without limitation, compensation of Trustees "not affiliated" affiliated with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 Trust on behalf of the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund; expenses of shareholders' meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses 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); all such expenses to be allocated among the respective series of the Trust as provided in Section 6.9 of the Declaration.

Allocation of Charges and Expenses. (a) The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the each Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the each Fund. The Adviser shall arrange, if desired by the Trust, for Directorsdirectors, officers and employees of the Adviser to serve 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. . (b) It is understood that the Trust and each Fund will pay all of its their own expenses incurred in their operations and the offering of a Funds shares, unless specifically provided otherwise in this Agreement or except to the 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 a Fund, including, without limitation, : compensation of Trustees "not affiliated" affiliated with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the a Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the a Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 a Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the a Fund; organizational and start up costs; such non-recurring or extraordinary expenses of shareholders' meetingsas may arise, including those relating to actions, suits or proceedings to which a Fund is a party or otherwise may have an exposure, and the legal obligation which a Fund may have to indemnify the Trusts Trustees and officers with respect thereto; and expenses relating to the issuance, registration and qualification of shares of the a Fund and the preparation, printing and mailing of prospectuses 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 a 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 a Fund on any subsequent occasion.

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the TrustFund, for Directorsdirectors, officers and employees of the Adviser to serve 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. It is understood that the Fund will pay all of its own expenses including, without limitation, compensation of Trustees "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund; expenses of shareholders' meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses for such purposes (except to the extent that any Distribution Agreement to which the Trust is a party on behalf of the Fund provides that another party is to pay some or all of such expenses); all such expenses to be allocated among the respective series of the Trust as provided in Section 6.9 of the Declaration.

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund Trust and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and investments, effecting the portfolio transactions of the FundTrust. The Adviser shall arrange, if desired by the Trust, for Directorsdirectors, officers and employees of the Adviser to serve 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. It is understood that the Fund Trust will pay all of its own expenses including, without limitation, compensation of Trustees not "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the FundTrust; fees and expenses of independent auditors, of legal counsel, counsel and of any transfer agent, registrar or dividend disbursing agent of the FundTrust; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock share certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 Trusts and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the FundTrust; expenses of shareholders' shareholder meetings; , and expenses relating to the issuance, registration and qualification of shares of the Fund Trust and the preparation, printing and mailing of prospectuses 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).

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and investments, effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the TrustFund, for Directorsdirectors, officers and employees of the Adviser to serve as Trustees, officers or agents of the Trust Fund if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law. It is understood that the Fund will pay all of its own expenses including, without limitation, compensation of Trustees not "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Fund; fees and expenses of independent auditors, of legal counsel, counsel and of any transfer agent, registrar or dividend disbursing agent of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock share certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 Fund, including safekeeping of funds and securities securities; and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund; expenses of shareholders' shareholder meetings; , and expenses relating to the issuance, registration and qualification of shares of the Fund Trust and the preparation, printing and mailing of prospectuses for such purposes (except to the extent that any Distribution Agreement to which the Trust Fund is a party provides that another party is to pay some or all of such expenses).

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund Trust and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the FundTrust. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It is understood that the Fund Trust will pay all of its own expenses including, without limitation, compensation of Trustees "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the FundTrust; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar or dividend disbursing agent of the FundTrust; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 the FundTrust; expenses of shareholders' meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund Trust and the preparation, printing and mailing of prospectuses 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).

Allocation of Charges and Expenses. The Adviser shall furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund Trust and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the FundTrust. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It is understood that the Fund Trust will pay all of its own expenses including, without limitation, compensation of Trustees not "not affiliated" with the Adviser; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the FundTrust; fees and expenses of independent auditors, of legal counsel, counsel and of any transfer agent, registrar or dividend disbursing agent of the FundTrust; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; brokerage and 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 the FundTrust; expenses of shareholders' shareholder meetings; and expenses relating to the issuance, registration and qualification of shares of the Fund Trust and the preparation, printing and mailing of prospectuses 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).

Allocation of Charges and Expenses. The Adviser shall ----------------------------------------------- furnish at its own expense investment advisory and administrative services, office space, equipment and clerical personnel necessary for servicing the investments of the Fund and maintaining its organization organization, and investment advisory facilities and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Fund. The Adviser shall arrange, if desired by the Trust, for Directors, officers and employees of the Adviser to serve 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. It is understood that the Fund will pay all of its own expenses including, without limitation, compensation of Trustees "not affiliated" affiliated with the Adviser; , governmental fees; , interest charges; , taxes; , membership dues in the Investment Company Institute allocable to the Fund; , fees and expenses of independent auditors, of legal counsel, counsel and of any transfer agent, registrar or dividend disbursing agent of the Fund; , expenses of repurchasing and redeeming shares and servicing shareholder accounts; shares, expenses of preparing, printing and mailing stock certificates, prospectuses, shareholder reports, notices, proxy statements and reports to governmental officers and commissions; , brokerage and 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 of funds and securities and maintaining required securities, keeping of books and accounts; expenses accounts and calculation of calculating the net asset value of shares of the Fund; , expenses of shareholders' shareholder meetings; , and expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses 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)Fund.