Common use of Allocation of Costs and Expenses Clause in Contracts

Allocation of Costs and Expenses. The Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; fees of the Fund s custodian, transfer and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing r e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund s operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services.

Allocation of Costs and Expenses. The Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; fees of the Fund s Fund's custodian, transfer and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing r e portsreports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund s Fund's operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services.

Allocation of Costs and Expenses. The Adviser shall bear reimburse the Fund monthly for any salaries paid by the Fund to officers, Directors, and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any subfull-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses time employees of the Fund who also are officers, general partners or employees of the Adviser or its affiliates. Except for such subaccounting, recordkeeping, and administrative services which are to be provided by the Adviser to the Fund under the Administrative Services Agreement between the Fund and the Adviser dated October 20, 1993, which was approved on October 20, 1993, by the Fund's board of directors, including all of the independent directors, at the Fund's request the Adviser shall also furnish to the Fund, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Directors of the Fund. These services will include, among other things, the maintenance (but not preparation) of the Fund's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Fund shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities as may be reasonably requested by the Fund from time to time. Except to the extent expressly assumed by the Adviser herein and except to the extent required by law to be paid by the Adviser, the Fund shall pay all costs and expenses incurred in connection with the issuance operations and registration of shares organization of the Fund; fees . Without limiting the generality of the Fund s custodianforegoing, transfer and shareholder servicing agent; such costs and expenses payable by the Fund include the following: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Fund and any Portfolio in connection with securities transactions to which the Fund or any Portfolio is a party or in connection with securities owned by the Fund or any Portfolio; (b) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and calculating legal counsel for the daily net asset value of Fund or for any Portfolio; (c) the shares interest on indebtedness, if any, incurred by the Fund or any Portfolio; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Fund or any Portfolio to federal, state, county, city, or other governmental agents; (e) the fees and expenses involved in maintaining the registration and qualification of the Fund and of maintaining the books of account required its shares under laws administered by the 1940 Act; expenditures Securities and Exchange Commission or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (f) the compensation and expenses of its Directors; (g) the costs of printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Fund's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs, fees or other expenses arising in connection with meetings the organization and filing of shareholders the Fund's Articles of Incorporation, including its initial registration and Trusteesqualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any state and the approval of the Fund's operations by any other than those called solely to accommodate federal or state authority; (i) the Adviser; salaries expenses of officers repurchasing and redeeming shares of the Fund; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates representing shares of beneficial interest of the Fund; (l) extraordinary expenses, including fees and expenses disbursements of Trustees Fund counsel, in connection with litigation by or members of any advisory board or committee who are not affiliated with or interested persons of against the Fund or the Adviser; salaries of personnel involved in placing orders any Portfolio; (m) premiums for the execution fidelity bond maintained by the Fund pursuant to Section 17(g) of the portfolio transactions 1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to the Adviser as an insured thereunder); (n) association and institute dues; and (o) the expenses, if any, of the Fund or in maintaining registration of distributing shares of the Fund paid by the Fund pursuant to a Plan and Agreement of Distribution adopted under state securities laws; insurance premiums on property or personnel Rule 12b-1 of the Fund which inure to its benefit; the cost Investment Company Act of preparing and printing r e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund s operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services1940.

Allocation of Costs and Expenses. The Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any subSub-adviser Adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund Portfolios and the Funds shall bear and pay for all other expenses of its their operation, including but not limited to, organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fundshares; fees of the Fund s custodian, custodian and transfer and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund Trust or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities lawstransactions; insurance premiums on property or personnel of the Fund Portfolios and the Funds which inure to its their benefit; the cost of preparing and printing r e portsreports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; the Trust's portion of any Rule 24f-2 fees under the 1940 Act; fees and expenses or of registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund s Portfolios' and the Funds' operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund Portfolios and the Funds as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund Portfolios and the Funds shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund Portfolios and the Funds the actual costs incurred by the Adviser in rendering such servicesservices subject to any limitation on expenses set forth in the Registration Statement. The Portfolios, as shareholders of the underlying Funds, will indirectly bear a proportionate share of any investment advisory fees and other expenses paid by the underlying Funds.

Allocation of Costs and Expenses. (a) The Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Funds. (b) Each Fund shall bear and pay for all other expenses of its operationoperation (including its proportionate share of the general expenses of the Trust) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, including but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; (ii) fees of the Fund s custodian, Trust’s custodian and transfer and shareholder servicing agent; (iii) costs and expenses of pricing and calculating the daily net asset value of the shares per share for each class of the Fund and of maintaining the books of account and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees (v) compensation and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund Trust or the AdviserAdviser (“Disinterested Trustees”); salaries (vi) the costs of personnel involved in placing orders for the execution any liability, uncollectible items of the portfolio transactions of the Fund deposit and other insurance or in maintaining registration of shares of the Fund under state securities lawsfidelity bond; insurance premiums on property or personnel of the Fund which inure to its benefit; (vii) the cost of preparing preparing, printing, and printing r e portsdistributing prospectuses and statements of additional information, any supplements thereto, proxy statements statements, and prospectuses of the Trust or other communications reports for distribution to its existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses or of registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and all other charges governmental fees; and costs associated with the Fund s operations, plus any (xiii) extraordinary and non-recurring expenses, except as otherwise prescribed herein. . (c) To the extent the Adviser incurs any costs or performs any services which are an obligation of the a Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such servicescosts.

Allocation of Costs and Expenses. The Adviser Company shall bear all costs and pay expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses which have been paid by the Administrator on behalf of rendering its services pursuant the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) office administration; (b) allocable portion of expenses and rent pertaining to the terms Administrator’s duties performed hereunder; (c) allocable portion of salaries, rent and expenses, including board meeting travel expenses, of executive officers of the Administrator also serving in the capacity of chief financial officer and chief compliance officer; (d) costs associated with the monitoring and preparation of regulatory reporting, including registration amendments, prospectus supplements, and tax reporting,; (e) costs and expenses related to preparation for, and conducting of, Board of Director and annual shareholder meetings, secretarial services, oversight of corporate calendar, shareholder and director communications and services; (f) soliciting and oversight of risk management protocols, including fidelity bond, and director and officers insurance policies; (g) coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto; and (h) Coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications. The Administrator shall use commercially reasonable efforts to prepare, prior to each fiscal year end of the Company, an estimated budget for anticipated costs and expenses related hereunder in such form and substance as shall be requested by the Board of Directors. The Company acknowledges that this estimated budget is for reporting purposes only and it shall remain obligated to reimburse the Administrator, subject to the limitations below, for any costs and expenses which may exceed the initial or any amended budget as approved by the Board of Directors (the “Approved Budget”). The Administrator shall obtain subsequent approval from the Board of Directors prior to incurring any material expense not otherwise specified in the Approved Budget. For purposes of this Agreementsection, “material expense” shall mean any expense which individually or as a series of related expenses, exceeds $50,000 or 5%, whichever is greater, of the Approved Budget. The Administrator acknowledges that it shall be responsible to ensure that (i) any reimbursement to the Company’s investment advisers and/or sub-advisers, or any other person for deferred Organization and Offering Expenses, including any interest thereon, if any, shall not exceed the fees paid 18% limitation on Front End Fees (as defined in the Articles of Incorporation), regardless of the source of payment, and (ii) the percentage of gross proceeds of any offering committed to any subinvestment shall be at least eighty-adviser which the Adviser may retain and any value added taxes due in connection therewithtwo percent (82%). The Fund shall bear and pay for all other expenses All items of its operationcompensation to underwriters or dealers, including including, but not limited to, organizational and offering expenses selling commissions, expenses, rights of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; first refusal, consulting fees, finders’ fees of the Fund s custodian, transfer and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing r e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with items of compensation of any kind or description paid by the Fund s operationsCompany, plus any extraordinary and non-recurring expensesdirectly or indirectly, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from taken into consideration in computing the Fund the actual costs incurred by the Adviser in rendering such servicesamount of allowable Front End Fees.

Allocation of Costs and Expenses. The Adviser Each Company shall bear all costs and pay expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses that have been incurred by the Administrator on behalf of rendering its services pursuant the Company on the terms and conditions set forth in Section 5. These costs and expenses shall include, but not be limited to: (a) office administration; (b) allocable portion of expenses and rent pertaining to the terms Administrator’s duties performed hereunder; (c) allocable portion of salaries, rent and expenses, including board meeting travel expenses, of executive officers of the Administrator also serving in the capacity of chief financial officer and chief compliance officer of the Company (subject to approval by a majority of the Independent Trustees); (d) costs associated with the monitoring and preparation of regulatory reporting, including registration statement amendments, prospectus supplements, and tax reporting; (e) costs and expenses related to preparation for, and conducting of, Board of Trustees and annual shareholder meetings, secretarial services, oversight of corporate calendar, shareholder and director communications and services; (f) costs and expenses related to soliciting and oversight of risk management protocols, including fidelity bond, and director and officers insurance policies; (g) costs and expenses related to coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto; and (h) costs and expenses related to preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications. The Administrator shall use commercially reasonable efforts to prepare, prior to each fiscal year end of a Company, an estimated budget for anticipated costs and expenses related hereunder in such form and substance as shall be requested by the Board of Trustees of the Company. Each Company acknowledges that this estimated budget is for reporting purposes only and it shall remain obligated to reimburse the Administrator, subject to the limitations below, for any costs and expenses that may exceed the initial or any amended budget as approved by the Board of Trustees (the “Approved Budget”). The Administrator shall obtain subsequent approval from the Board of Trustees of a Company prior to incurring any material expense not otherwise specified in the Approved Budget. For purposes of this Agreementsection, including “material expense” shall mean any expense which individually or as a series of related expenses, exceeds the fees paid greater of (i) $50,000 or (ii) 5% of the Approved Budget. The Administrator acknowledges that it shall be responsible for ensuring that (i) any reimbursement to any the Master Company’s investment adviser and/or sub-adviser which adviser, or any other person for deferred Organization and Offering Expenses, if any, shall not exceed the Adviser may retain eighteen percent (18%) limitation on Front End Fees (as defined in the Company’s Declaration of Trust), regardless of the source of payment, and (ii) the percentage of gross proceeds of any value added taxes due in connection therewithoffering committed to investment shall be at least eighty-two percent (82%). The Fund shall bear and pay for all other expenses All items of its operationcompensation to underwriters or dealers, including including, but not limited to, organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; fees of the Fund s custodianselling commissions, transfer trailing commissions (i.e., distribution and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trusteesservice fees), other than those called solely to accommodate the Adviser; salaries of officers and consulting fees, finders’ fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing r e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund s operationsitems of compensation of any kind or description paid by a Company, plus any extraordinary and non-recurring expensesdirectly or indirectly, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from taken into consideration in computing the Fund the actual costs incurred by the Adviser in rendering such servicesamount of allowable Front End Fees.

Allocation of Costs and Expenses. The Adviser Each Company shall bear all costs and pay expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses that have been incurred by the Administrator on behalf of rendering its services pursuant such Company on the terms and conditions set forth in Section 5. These costs and expenses shall include, but not be limited to: 3 (a) office administration; (b) allocable portion of expenses and rent pertaining to the terms Administrator’s duties performed hereunder; (c) allocable portion of salaries, rent and expenses, including board meeting travel expenses, of executive officers of the Administrator also serving in the capacity of chief financial officer and chief compliance officer of each Company (subject to approval by a majority of the Independent Trustees); (d) costs associated with the monitoring and preparation of regulatory reporting, including registration statement amendments, prospectus supplements, and tax reporting; (e) costs and expenses related to preparation for, and conducting of, board of trustees and annual shareholder meetings, secretarial services, oversight of corporate calendar, shareholder and trustee communications and services; (f) costs and expenses related to soliciting and oversight of risk management protocols, including fidelity bonds, and trustees and officers insurance policies; (g) costs and expenses related to coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto; and (h) costs and expenses related to preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications. The Administrator shall use commercially reasonable efforts to prepare, prior to each fiscal year end of a Company, an estimated budget for anticipated costs and expenses related hereunder in such form and substance as shall be requested by the Boards. Each Company acknowledges that this estimated budget is for reporting purposes only and it shall remain obligated to reimburse the Administrator, subject to the limitations below, for any costs and expenses that may exceed the initial or any amended budget as approved by the Boards (the “Approved Budget”). The Administrator shall obtain subsequent approval from the Boards prior to incurring any material expense not otherwise specified in the Approved Budget. For purposes of this Agreementsection, including “material expense” shall mean any expense which individually or as a series of related expenses, exceeds the fees paid greater of (i) $50,000 or (ii) 5% of the Approved Budget. The Administrator acknowledges that it shall be responsible for ensuring that (i) any reimbursement to any the Master Company’s investment adviser and/or sub-adviser which adviser, or any other person for deferred Organization and Offering Expenses, if any, shall not exceed the Adviser may retain eighteen percent (18%) limitation on Front End Fees (as defined in each Company’s Declaration of Trust), regardless of the source of payment, and (ii) the percentage of gross proceeds of any value added taxes due in connection therewithoffering committed to investment shall be at least eighty-two percent (82%). The Fund shall bear and pay for all other expenses All items of its operationcompensation to underwriters or dealers, including including, but not limited to, organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; fees of the Fund s custodianselling commissions, transfer trailing commissions (i.e., distribution and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trusteesservice fees), other than those called solely to accommodate the Adviser; salaries of officers and consulting fees, finders’ fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing r e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund s operationsitems of compensation of any kind or description paid by a Company, plus any extraordinary and non-recurring expensesdirectly or indirectly, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from taken into consideration in computing the Fund the actual costs incurred by the Adviser in rendering such servicesamount of allowable Front End Fees.

Allocation of Costs and Expenses. The Adviser (a) Except as otherwise provided in the Related Agreements, Primerica shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operationfees, including but not limited to, organizational and offering expenses of the Fund costs and expenses incurred by Primerica or any of its Subsidiaries in connection with the issuance Transactions, and registration of shares of the Fund; fees of the Fund s custodianCitigroup shall pay for all fees, transfer and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value incurred by any member of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures Citigroup Affiliated Group in connection with meetings the Transactions. (b) Notwithstanding Section 2.1(a) or Section 2.1(c) hereof, Citigroup shall pay (or to the extent incurred prior to the date hereof and paid for by Primerica or any of shareholders its Subsidiaries, will promptly reimburse Primerica or such Subsidiary for any and Trusteesall amounts so paid upon receipt of an invoice or similar documentation), other than those called solely to accommodate the Adviser; salaries of officers and fees for all fees, costs and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of incurred prior to the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing r e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund s operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund date hereof as set forth herein and on Schedule 2.1(b). (c) Notwithstanding Section 2.1(a) or Section 2.1(b) hereof, Primerica shall pay (or to the extent such costs or services have been reasonably renderedincurred and paid for by any member of the Citigroup Affiliated Group, (a) the Fund shall will promptly reimburse such member of the Adviser Citigroup Affiliated Group for such any and all amounts so paid upon receipt of an invoice or similar documentation), for all the fees, costs and expensesexpenses incurred prior to the date hereof as set forth on Schedule 2.1(c). (d) Citigroup shall, to the extent commercially available and for a claims reporting period of six years from the effective date of the Initial Public Offering, arrange directors’ and officers’ liability insurance or “Tail Insurance,” applicable to acts occurring at or prior to such date, substantially upon the terms set forth in Schedule 2.1(d). Such insurance shall provide protection to directors and officers of Primerica and its Subsidiaries as respects their non-indemnifiable acts or omissions and shall provide protection to Primerica as respects indemnifiable acts or omissions of such insured directors and officers, and (b) the Adviser protection to Primerica for entity securities related claims. Such Tail Insurance shall be entitled primary to recover from any protection that could be available under Citigroup’s directors’ and officers’ liability insurance. The Tail Insurance shall be placed with insurers that have an AM Best rating of no less than A-, VII, or equivalent S&P rating. Citigroup shall have total control and management over the Fund negotiation and placement of such insurance coverage; provided that the actual costs incurred by the Adviser in rendering such servicescoverage shall be reasonably acceptable to Primerica.

Allocation of Costs and Expenses. The Sub-Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund Portfolios and the Funds shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fundshares; fees of the Fund s custodian, custodian and transfer and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Sub-Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund Trust, the Adviser or the Sub-Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities lawstransactions; insurance premiums on property or personnel of the Fund Portfolios and the Funds which inure to its their benefit; the cost of preparing and printing r e portsreports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; the Trust's portion of any Rule 24f-2 fees under the 1940 Act; fees and expenses or of registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund s Portfolios' and the Funds' operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation The Portfolios, as shareholders of the Fund as set forth herein underlying Funds, will indirectly bear a proportionate share of any investment advisory fees and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred other expenses paid by the Adviser in rendering such servicesunderlying Funds.

Allocation of Costs and Expenses. The Adviser Each Company shall bear all costs and pay expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses that have been incurred by the Administrator on behalf of rendering its services pursuant such Company on the terms and conditions set forth in Section 5. These costs and expenses shall include, but not be limited to: (a) office administration; (b) allocable portion of expenses and rent pertaining to the terms Administrator’s duties performed hereunder; (c) allocable portion of salaries, rent and expenses, including board meeting travel expenses, of executive officers of the Administrator also serving in the capacity of chief financial officer and chief compliance officer of each Company (subject to approval by a majority of the Independent Trustees); (d) costs associated with the monitoring and preparation of regulatory reporting, including registration statement amendments, prospectus supplements, and tax reporting; (e) costs and expenses related to preparation for, and conducting of, board of trustees and annual shareholder meetings, secretarial services, oversight of corporate calendar, shareholder and trustee communications and services; (f) costs and expenses related to soliciting and oversight of risk management protocols, including fidelity bonds, and trustees and officers insurance policies; (g) costs and expenses related to coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto; and (h) costs and expenses related to preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications. The Administrator shall use commercially reasonable efforts to prepare, prior to each fiscal year end of a Company, an estimated budget for anticipated costs and expenses related hereunder in such form and substance as shall be requested by the Boards. Each Company acknowledges that this estimated budget is for reporting purposes only and it shall remain obligated to reimburse the Administrator, subject to the limitations below, for any costs and expenses that may exceed the initial or any amended budget as approved by the Boards (the “Approved Budget”). The Administrator shall obtain subsequent approval from the Boards prior to incurring any material expense not otherwise specified in the Approved Budget. For purposes of this Agreementsection, including “material expense” shall mean any expense which individually or as a series of related expenses, exceeds the fees paid greater of (i) $50,000 or (ii) 5% of the Approved Budget. The Administrator acknowledges that it shall be responsible for ensuring that (i) any reimbursement to any the Master Company’s investment adviser and/or sub-adviser which adviser, or any other person for deferred Organization and Offering Expenses, if any, shall not exceed the Adviser may retain fifteen percent (15%) limitation on Front End Fees (as defined in each Company’s Declaration of Trust), regardless of the source of payment, and (ii) the percentage of gross proceeds of any value added taxes due in connection therewithoffering committed to investment shall be at least eighty-five percent (85%). The Fund shall bear and pay for all other expenses All items of its operationcompensation to underwriters or dealers, including including, but not limited to, organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; fees of the Fund s custodianselling commissions, transfer trailing commissions (i.e., distribution and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trusteesservice fees), other than those called solely to accommodate the Adviser; salaries of officers and consulting fees, finders’ fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing r e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund s operationsitems of compensation of any kind or description paid by a Company, plus any extraordinary and non-recurring expensesdirectly or indirectly, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from taken into consideration in computing the Fund the actual costs incurred by the Adviser in rendering such servicesamount of allowable Front End Fees.

Allocation of Costs and Expenses. (a) The Adviser Advisor hereby agrees that it shall bear pay on behalf of the Trust and pay the Funds all of the expenses incurred by the Trust and the Funds, as applicable, in connection with their operations except for such transfer agency, sub-accounting, recordkeeping, and administrative services which are to be provided by the Advisor or an affiliate of the Advisor under separate transfer agency and administrative services agreements between the Fund and the Advisor or affiliate, as applicable, which are or have been approved by the Board of Trustees, including all of the independent trustees. At the Trust's request the Advisor shall also furnish to the Trust, at the expense of the Advisor, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Boards of Trustees. These services will include, among other things, the maintenance (but not preparation) of the Trust's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the SEC and Trust shareholders. The Advisor also will furnish, at the Advisor's expense, such office space, equipment and facilities as may be reasonably requested by the Trust from time to time. Without limiting the generality of the foregoing, such costs and expenses payable by the Advisor include the following, unless the Board of Trustees approves any of the following costs and expenses being paid directly by the Funds: (1) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, independent pricing services and legal counsel for the Trust or for any Fund; (2) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Trust or any Fund to Federal, state, county, city, or other governmental agents; (3) the fees and expenses involved in maintaining the registration and qualification of the Trust and of its shares under laws administered by the SEC or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (4) the compensation and expenses of the trustees of the Trust; (5) the costs of rendering printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Trust's SUB-ITEM 77Q1(E) shareholders, as well as all expenses of shareholders' meetings and trustees' meetings; (6) all costs, fees or other expenses arising in connection with the organization and filing of the Trust's Certificate of Trust including its services initial registration and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any State and the approval of the Trust's operations by any other Federal or State authority; (7) the expenses of repurchasing and redeeming shares of the Trust; (8) insurance premiums; (9) the expenses, including fees and disbursements of counsel, in connection with litigation by or against the Trust and any Fund; and (10) premiums for the fidelity bond maintained by the Trust pursuant to Section 17(g) of the terms 1940 Act and rules promulgated thereunder. Interest, taxes and extraordinary items such as litigation costs are not deemed expenses for purposes of this Agreementparagraph and shall be borne by the Trusts or such Fund in any event. Expenditures, including the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses of the Fund and expenses costs incurred in connection with the issuance purchase or sale of portfolio securities, which are capitalized in accordance with generally accepted accounting principles applicable to investment companies, are accounted for as capital items and registration shall not be deemed to be expenses for purposes of shares of this paragraph. (b) Except to the Fund; fees of extent required by law to be paid by the Fund s custodianAdvisor, transfer and shareholder servicing agent; the Trust shall pay the following costs and expenses of pricing expenses: (1) all brokers' commissions, issue and calculating transfer taxes, and other costs chargeable to the daily net asset value of the shares of the Trust or any Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely securities transactions to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing r e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholdersany Fund is a party or in connection with securities owned by the Trust or any Fund; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund s operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, and (a2) the Fund shall promptly reimburse the Adviser for such costs and expensesinterest on indebtedness, and (b) the Adviser shall be entitled to recover from the Fund the actual costs if any, incurred by the Adviser in rendering such servicesTrust or any Fund.

Allocation of Costs and Expenses. The Adviser shall bear reimburse the Fund monthly for any salaries paid by the Fund to officers, Directors, and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any subfull-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses time employees of the Fund who also are officers, general partners or employees of the Adviser or its affiliates. Except for such sub-accounting, recordkeeping, and administrative services which are to be provided by the Adviser to the Fund under the Administrative Services Agreement between the Fund and the Adviser dated April 30, 1993, which was approved on April 21, 1993, by the Fund's board of directors, including all of the independent directors, at the Fund's request the Adviser shall also furnish to the Fund, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Directors of the Fund. These services will include, among other things, the maintenance (but not preparation) of the Fund's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Fund shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities as may be reasonably requested by the Fund from time to time. Except to the extent expressly assumed by the Adviser herein and except to the extent required by law to be paid by the Adviser, the Fund shall pay all costs and expenses incurred in connection with the issuance operations and registration of shares organization of the Fund; fees . Without limiting the generality of the Fund s custodianforegoing, transfer and shareholder servicing agent; such costs and expenses payable by the Fund include the following: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Fund in connection with securities transactions to which the Fund is a party or in connection with securities owned by the Fund; (b) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and calculating legal counsel for the daily net asset value of Fund; (c) the shares interest on indebtedness, if any, incurred by the Fund; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Fund to federal, state, county, city, or other governmental agents; (e) the fees and expenses involved in maintaining the registration and qualification of the Fund and of maintaining the books of account required its shares under laws administered by the 1940 Act; expenditures Securities and Exchange Commission or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (f) the compensation and expenses of its Directors; (g) the costs of printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Fund's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs, fees or other expenses arising in connection with meetings the organization and filing of shareholders the Fund's Articles of Incorporation, including its initial registration and Trusteesqualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any state and the approval of the Fund's operations by any other than those called solely to accommodate federal or state authority; (i) the Adviser; salaries expenses of officers repurchasing and redeeming shares of the Fund; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates represent- ing shares of beneficial interest of the Fund; (l) extraordinary expenses, including fees and expenses disbursements of Trustees Fund counsel, in connection with litigation by or members of any advisory board or committee who are not affiliated with or interested persons against the Fund; (m) premiums for the fidelity bond maintained by the Fund pursuant to Section 17(g) of the Fund or 1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to third parties as insureds thereunder); (n) association and institute dues; and (o) the Adviser; salaries expenses, if any, of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of distributing shares of the Fund paid by the Fund pursuant to a Plan and Agreement of Distribution adopted under state securities laws; insurance premiums on property or personnel Rule 12b-1 of the Fund which inure to its benefit; the cost Investment Company Act of preparing and printing r e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund s operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services1940.

Allocation of Costs and Expenses. The Adviser shall bear reimburse the Fund monthly for any salaries paid by the Fund to officers, Directors, and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses full time employees of the Fund who also are officers, general partners or employees of the Adviser or its affiliates. Except for such subaccounting, recordkeeping, and administrative services which are to be provided by the Adviser to the Fund under the Administrative Services Agreement between the Fund and the Adviser dated April 30, 1993, which was approved on April 21, 1993, by the Fund's board of directors, including all of the independent directors, at the Fund's request the Adviser shall also furnish to the Fund, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Directors of the Fund. These services will include, among other things, the maintenance (but not preparation) of the Fund's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Fund shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities as may be reasonably requested by the Fund from time to time. Except to the extent expressly assumed by the Adviser herein and except to the extent required by law to be paid by the Adviser, the Fund shall pay all costs and expenses incurred in connection with the issuance operations and registration of shares organization of the Fund; fees . Without limiting the generality of the Fund s custodianforegoing, transfer and shareholder servicing agent; such costs and expenses payable by the Fund include the following: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Fund and any Portfolio in connection with securities transactions to which the Fund or any Portfolio is a party or in connection with securities owned by the Fund's three Portfolios; (b) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and calculating legal counsel for the daily net asset value Fund; (c) the interest on indebtedness, if any, incurred by the Fund or any of the shares Fund's three Portfolios; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Fund or any Portfolio to federal, state, county, city, or other governmental agents; (e) the fees and expenses involved in maintaining the registration and qualification of the Fund and of maintaining the books of account required its shares under laws administered by the 1940 Act; expenditures Securities and Exchange Commission or under other applicable regulatory requirements; (f) the compensation and expenses of its Directors; (g) the costs of printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Fund's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs, fees or other expenses arising in connection with meetings the organization and filing of shareholders the Fund's Articles of Incorporation, including its initial registration and Trusteesqualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any state and the approval of the Fund's operations by any other than those called solely to accommodate federal or state authority; (i) the Adviser; salaries expenses of officers repurchasing and redeeming shares of the Fund; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates representing shares of beneficial interest of the Fund's three Portfolios; (l) extraordinary expenses, including fees and expenses disbursements of Trustees Fund counsel, in connection with litigation by or members of any advisory board or committee who are not affiliated with or interested persons of against the Fund or the Adviser; salaries of personnel involved in placing orders any Portfolio; (m) premiums for the execution fidelity bond maintained by the Fund pursuant to Section 17(g) of the portfolio transactions 1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to the Adviser as an insured thereunder); (n) association and institute dues; and (o) the expenses, if any, of the Fund or in maintaining registration of distributing shares of the Fund paid by the Fund pursuant to a Plan and Agreement of Distribution adopted under state securities laws; insurance premiums on property or personnel Rule 12b 1 of the Fund which inure to its benefit; the cost Investment Company Act of preparing and printing r e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund s operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services1940.

Allocation of Costs and Expenses. The Adviser shall bear reimburse the Fund monthly for any salaries paid by the Fund to officers, Directors, and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any subfull-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses time employees of the Fund who also are officers, general partners or employees of the Adviser or its affiliates. Except for such sub-accounting, recordkeeping, and administrative services which are to be provided by the Adviser to the Fund under the Administrative Services Agreement between the Fund and the Adviser dated April 30, 1993, which was approved on April 21, 1993, by the Fund's board of directors, including all of the independent directors, at the Fund's request the Adviser shall also furnish to the Fund, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Directors of the Fund. These services will include, among other things, the maintenance (but not preparation) of the Fund's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Fund shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities as may be reasonably requested by the Fund from time to time. Except to the extent expressly assumed by the Adviser herein and except to the extent required by law to be paid by the Adviser, the Fund shall pay all costs and expenses incurred in connection with the issuance operations and registration of shares organization of the Fund; fees . Without limiting the generality of the Fund s custodianforegoing, transfer and shareholder servicing agent; such costs and expenses payable by the Fund include the following: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Fund and any Portfolio in connection with securities transactions to which the Fund or any Portfolio is a party or in connection with securities owned by the Fund's four Portfolios; (b) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and calculating legal counsel for the daily net asset value Fund; (c) the interest on indebtedness, if any, incurred by the Fund or any of the shares Fund's four Portfolios; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Fund or any Portfolio to federal, state, county, city, or other governmental agents; (e) the fees and expenses involved in maintaining the registration and qualification of the Fund and of maintaining the books of account required its shares under laws administered by the 1940 Act; expenditures Securities and Exchange Commission or under other applicable regulatory requirements; (f) the compensation and expenses of its Directors; (g) the costs of printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Fund's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs, fees or other expenses arising in connection with meetings the organization and filing of shareholders the Fund's Articles of Incorporation, including its initial registration and Trusteesqualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any state and the approval of the Fund's operations by any other than those called solely to accommodate federal or state authority; (i) the Adviser; salaries expenses of officers repurchasing and redeeming shares of the Fund; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates representing shares of beneficial interest of the Fund's four Portfolios; (l) extraordinary expenses, including fees and expenses disbursements of Trustees Fund counsel, in connection with litigation by or members of any advisory board or committee who are not affiliated with or interested persons of against the Fund or the Adviser; salaries of personnel involved in placing orders any Portfolio; (m) premiums for the execution fidelity bond maintained by the Fund pursuant to Section 17(g) of the portfolio transactions 1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to the Adviser as an insured thereunder); (n) association and institute dues; and (o) the expenses, if any, of the Fund or in maintaining registration of distributing shares of the Fund paid by the Fund pursuant to a Plan and Agreement of Distribution adopted under state securities laws; insurance premiums on property or personnel Rule 12b-1 of the Fund which inure to its benefit; the cost Investment Company Act of preparing and printing r e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund s operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services1940.

Allocation of Costs and Expenses. All out-of-pocket expenses incurred for goods or services from third-party vendors or other unrelated parties which are identifiable to a particular State Auto Company, including without limitation, director’s fees, legal fees, audit fees, stock transfer expenses, travel expenses, stationery, supplies and items of a similar nature, shall be charged to the State Auto Company for whose benefit such costs or expenses were incurred, and to the extent any of these expenses are subject to the 2011 Pooling Agreement, they shall be shared among the parties to the 2011 Pooling Agreement in accordance with its terms. Expenses shall be apportioned in accordance with SSAP No. 70 "Allocation of Expenses." The Adviser books, accounts, and records shall bear be so maintained as to clearly and pay accurately disclose the nature and details of the transactions including such accounting information as is necessary to support the expenses apportioned to the respective parties. All costs of rendering its services and expenses incurred by State Auto P&C for the employees, equipment, facilities and other items shared by the parties pursuant to this Agreement shall be allocated among the terms parties to this Agreement as follows: (a) Insurance Losses, Loss Adjustment Expenses and Underwriting Expenses of this AgreementMutual, including the fees paid to any sub-adviser which the Adviser may retain Meridian, State Auto P&C, Milbank, Patrons and any value added taxes due in connection therewith. The Fund shall bear SA OH - All insurance losses, loss adjustment expenses and pay for all other underwriting expenses of its operationMutual, including Meridian, State Auto P&C, Milbank, Patrons and SA OH (collectively, the “Pooled Companies;” individually, a “Pooled Company”), as computed under the statutory accounting principles used by State Auto P&C from time to time, including, but not limited to, organizational all related claim adjustment services, commissions and offering brokerage expenses, salaries and employee relations and welfare expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; fees of the Fund s custodian, transfer and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing r e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges loss adjustment and costs associated other underwriting expenses to be reflected in the annual statement to be filed with state insurance authorities, shall be shared by each of the Pooled Companies in accordance with the Fund s operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation provisions of the Fund pooling arrangement as set forth herein in effect through the 2011 Pooling Agreement. It is understood and acknowledged that the percentages by which such losses and expenses are shared under the 2011 Pooling Agreement and other provisions of the 2011 Pooling Agreement may be changed from time to time under procedures outlined in the 2011 Pooling Agreement. It is further understood and agreed that while SA WI and certain Xxxxxxxx Companies are parties to the extent such costs or services have been reasonably rendered2011 Pooling Agreement, (a) the Fund shall promptly reimburse the Adviser for such costs they are parties to separate management agreements with State Auto P&C and expensesState Auto Mutual, and which contain provisions substantially similar to this section 6(a). (b) Expenses of STFC, Stateco, Facilitators, 518 PML, SA Holdings, CDC, Partners and Network - The salary expenses attributable to State Auto P&C employees performing services for the Adviser Service Companies, in the course of such Service Company providing services to any Managed Company under this Agreement, shall be entitled reimbursed to recover from State Auto P&C by each of these companies based on an allocation of the Fund time these individuals spend on behalf of each of the Service Companies. In addition, each of the Service Companies shall reimburse State Auto P&C for the expense of services provided to it by State Auto P&C including, without limitation, payroll taxes, benefits, overhead, and rent based on a percentage of the aforesaid salary expenses to be determined annually by State Auto P&C in an amount that reasonably reflects the actual costs incurred by of the Adviser aforesaid items. The parties understand and agree Stateco has in rendering such servicesplace Investment Management Agreements with the insurers party to this Agreement.

Allocation of Costs and Expenses. The Adviser Each Company shall bear all costs and pay expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses that have been incurred by the Administrator on behalf of rendering its services pursuant such Company on the terms and conditions set forth in Section 5. These costs and expenses shall include, but not be limited to: 4 (a) office administration; (b) allocable portion of expenses and rent pertaining to the terms Administrator’s duties performed hereunder; (c) allocable portion of salaries, rent and expenses, including board meeting travel expenses, of executive officers of the Administrator also serving in the capacity of chief financial officer and chief compliance officer of each Company (subject to approval by a majority of the Independent Trustees); (d) costs associated with the monitoring and preparation of regulatory reporting, including registration statement amendments, prospectus supplements, and tax reporting; (e) costs and expenses related to preparation for, and conducting of, board of trustees and annual shareholder meetings, secretarial services, oversight of corporate calendar, shareholder and trustee communications and services; (f) costs and expenses related to soliciting and oversight of risk management protocols, including fidelity bonds, and trustees and officers insurance policies; (g) costs and expenses related to coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto; and (h) costs and expenses related to preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications. The Administrator shall use commercially reasonable efforts to prepare, prior to each fiscal year end of a Company, an estimated budget for anticipated costs and expenses related hereunder in such form and substance as shall be requested by the Boards. Each Company acknowledges that this estimated budget is for reporting purposes only and it shall remain obligated to reimburse the Administrator, subject to the limitations below, for any costs and expenses that may exceed the initial or any amended budget as approved by the Boards (the “Approved Budget”). The Administrator shall obtain subsequent approval from the Boards prior to incurring any material expense not otherwise specified in the Approved Budget. For purposes of this Agreementsection, including “material expense” shall mean any expense which individually or as a series of related expenses, exceeds the fees paid greater of (i) $50,000 or (ii) 5% of the Approved Budget. The Administrator acknowledges that it shall be responsible for ensuring that (i) any reimbursement to any the Master Company’s investment adviser and/or sub-adviser which adviser, or any other person for deferred Organization and Offering Expenses, if any, shall not exceed the Adviser may retain eighteen percent (18%) limitation on Front End Fees (as defined in each Company’s Declaration of Trust), regardless of the source of payment, and (ii) the percentage of gross proceeds of any value added taxes due in connection therewithoffering committed to investment shall be at least eighty-two percent (82%). The Fund shall bear and pay for all other expenses All items of its operationcompensation to underwriters or dealers, including including, but not limited to, organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; fees of the Fund s custodianselling commissions, transfer trailing commissions (i.e., distribution and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trusteesservice fees), other than those called solely to accommodate the Adviser; salaries of officers and consulting fees, finders’ fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing r e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund s operationsitems of compensation of any kind or description paid by a Company, plus any extraordinary and non-recurring expensesdirectly or indirectly, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from taken into consideration in computing the Fund the actual costs incurred by the Adviser in rendering such servicesamount of allowable Front End Fees.

Allocation of Costs and Expenses. The Adviser Company shall bear all costs and pay expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses which have been paid by the Administrator on behalf of rendering its services pursuant the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) office administration; (b) allocable portion of expenses and rent pertaining to the terms Administrator’s duties performed hereunder; (c) costs associated with the monitoring and preparation of regulatory reporting, including registration amendments, prospectus supplements, and tax reporting; (d) costs and expenses related to preparation for, and conducting of, Board of Trustee and annual shareholder meetings, secretarial services, oversight of corporate calendar, shareholder and director communications and services; (e) soliciting and oversight of risk management protocols, including fidelity bond, and director and officers insurance policies; (f) coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto; and (g) Coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications. The Administrator shall use commercially reasonable efforts to prepare, prior to each fiscal year end of the Company, an estimated budget for anticipated costs and expenses related hereunder in such form and substance as shall be requested by the Board of Trustees. The Company acknowledges that this estimated budget is for reporting purposes only and it shall remain obligated to reimburse the Administrator, subject to the limitations below, for any costs and expenses which may exceed the initial or any amended budget as approved by the Board of Trustees (the “Approved Budget”). The Administrator shall obtain subsequent approval from the Board of Trustees prior to incurring any material expense not otherwise specified in the Approved Budget. For purposes of this Agreementsection, “material expense” shall mean any expense which individually or as a series of related expenses, exceeds $50,000 or 5%, whichever is greater, of the Approved Budget. The Administrator acknowledges that it shall be responsible to ensure that (i) any reimbursement to the Company’s investment advisers and/or sub-advisers, or any other person for deferred Organization and Offering Expenses, including any interest thereon, if any, shall not exceed the fees paid 18% limitation on Front End Fees (as defined in the Declaration of Trust), regardless of the source of payment, and (ii) the percentage of gross proceeds of any offering committed to any subinvestment shall be at least eighty-adviser which the Adviser may retain and any value added taxes due in connection therewithtwo percent (82%). The Fund shall bear and pay for all other expenses All items of its operationcompensation to underwriters or dealers, including including, but not limited to, organizational and offering expenses selling commissions, expenses, rights of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; first refusal, consulting fees, finders’ fees of the Fund s custodian, transfer and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing r e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with items of compensation of any kind or description paid by the Fund s operationsCompany, plus any extraordinary and non-recurring expensesdirectly or indirectly, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from taken into consideration in computing the Fund the actual costs incurred by the Adviser in rendering such servicesamount of allowable Front End Fees.

Allocation of Costs and Expenses. The Adviser shall bear reimburse the Fund monthly for any salaries paid by the Fund to officers, Directors, and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any subfull-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses time employees of the Fund who also are officers, general partners or employees of the Adviser or its affiliates. Except for such sub-accounting, recordkeeping, and administrative services which are to be provided by the Adviser to the Fund under the Administrative Services Agreement between the Fund and the Adviser dated April 30, 1993, which was approved on April 23, 1993, by the Fund's board of directors, including all of the independent directors, at the Fund's request the Adviser shall also furnish to the Fund, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Directors of the Fund. These services will include, among other things, the maintenance (but not preparation) of the Fund's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Fund shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities as may be reasonably requested by the Fund from time to time. Except to the extent expressly assumed by the Adviser herein and except to the extent required by law to be paid by the Adviser, the Fund shall pay all costs and expenses incurred in connection with the issuance operations and registration of shares organization of the Fund; fees . Without limiting the generality of the foregoing, such costs and expenses payable by the Fund include the following: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Fund and any Portfolio of the Fund s custodianin connection with securities transactions to which the Fund or the Portfolios is a party or in connection with securities owned by the Fund or the Portfolios of the Fund; (b) the fees, transfer and shareholder servicing agent; costs charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and calculating legal counsel for the daily net asset value Fund or for the Portfolios of the shares Fund; (c) the interest on indebtedness, if any, incurred by the Fund or the Portfolios of the Fund; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Fund or the Portfolios of the Fund to federal, state, county, city, or other governmental agents; (e) the fees and expenses involved in maintaining the registration and qualification of the Fund and of maintaining the books of account required its shares under laws administered by the 1940 Act; expenditures Securities and Exchange Commission or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (f) the compensation and expenses of its independent Directors, and the compensation of any employees and officers of the Fund who are not employees of the Adviser or one of its affiliated companies and compensated as such; (g) the costs of printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Fund's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs, fees or other expenses arising in connection with meetings the organization and filing of shareholders the Fund's Articles of Incorporation, including its initial registration and Trusteesqualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any state and the approval of the Fund's operations by any other than those called solely to accommodate federal or state authority; (i) the Adviser; salaries expenses of officers repurchasing and redeeming shares of the Fund; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates representing shares of beneficial interest of the Fund; (l) extraordinary expenses, including fees and expenses disbursements of Trustees Fund counsel, in connection with litigation by or members of any advisory board or committee who are not affiliated with or interested persons of against the Fund or the Adviser; salaries Portfolios of personnel involved in placing orders the Fund; (m) premiums for the execution fidelity bond maintained by the Fund pursuant to Section 17(g) of the portfolio transactions 1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to the Adviser as an insured thereunder); (n) association and institute dues; and (o) the expenses, if any, of the Fund or in maintaining registration of distributing shares of the Fund paid by the Fund pursuant to a Plan and Agreement of Distribution adopted under state securities laws; insurance premiums on property or personnel Rule 12b-1 of the Fund which inure to its benefit; the cost Investment Company Act of preparing and printing r e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund s operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services1940.

Allocation of Costs and Expenses. (a) The Adviser Advisor hereby agrees that it shall bear pay on behalf of the Trust and pay the Funds all of the expenses incurred by the Trust and the Funds, as applicable, in connection with their operations except for such transfer agency, sub-accounting, recordkeeping, and administrative services which are to be provided by the Advisor or an affiliate of the Advisor under separate transfer agency and administrative services agreements between the Fund and the Advisor or affiliate, as applicable, which are or have been approved by the Board of Trustees, including all of the independent trustees. At the Trust's request the Advisor shall also furnish to the Trust, at the expense of the Advisor, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Boards of Trustees. These services will include, among other things, the maintenance (but not preparation) of the Trust's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the SEC and Trust shareholders. The Advisor also will furnish, at the Advisor's expense, such office space, equipment and facilities as may be reasonably requested by the Trust from time to time. Without limiting the generality of the foregoing, such costs and expenses payable by the Advisor include the following, unless the Board of Trustees approves any of the following costs and expenses being paid directly by the Funds: (1) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, independent pricing services and legal counsel for the Trust or for any Fund; (2) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Trust or any Fund to Federal, state, county, city, or other governmental agents; (3) the fees and expenses involved in maintaining the registration and qualification of the Trust and of its shares under laws administered by the SEC or Re: Consideration of Changes to the Portfolios of ATST under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (4) the compensation and expenses of the trustees of the Trust; (5) the costs of rendering printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Trust's shareholders, as well as all expenses of shareholders' meetings and trustees' meetings; (6) all costs, fees or other expenses arising in connection with the organization and filing of the Trust's Certificate of Trust including its services initial registration and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any State and the approval of the Trust's operations by any other Federal or State authority; (7) the expenses of repurchasing and redeeming shares of the Trust; (8) insurance premiums; (9) the expenses, including fees and disbursements of counsel, in connection with litigation by or against the Trust and any Fund; and (10) premiums for the fidelity bond maintained by the Trust pursuant to Section 17(g) of the terms 1940 Act and rules promulgated thereunder. Interest, taxes and extraordinary items such as litigation costs are not deemed expenses for purposes of this Agreementparagraph and shall be borne by the Trusts or such Fund in any event. Expenditures, including the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses of the Fund and expenses costs incurred in connection with the issuance purchase or sale of portfolio securities, which are capitalized in accordance with generally accepted accounting principles applicable to investment companies, are accounted for as capital items and registration shall not be deemed to be expenses for purposes of shares of this paragraph. (b) Except to the Fund; fees of extent required by law to be paid by the Fund s custodianAdvisor, transfer and shareholder servicing agent; the Trust shall pay the following costs and expenses of pricing expenses: (1) all brokers' commissions, issue and calculating transfer taxes, and other costs chargeable to the daily net asset value of the shares of the Trust or any Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely securities transactions to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing r e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholdersany Fund is a party or in connection with securities owned by the Trust or any Fund; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund s operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, and (a2) the Fund shall promptly reimburse the Adviser for such costs and expensesinterest on indebtedness, and (b) the Adviser shall be entitled to recover from the Fund the actual costs if any, incurred by the Adviser in rendering such servicesTrust or any Fund.

Allocation of Costs and Expenses. (a) The Adviser hereby agrees that it shall bear pay on behalf of the Trust and pay the Funds all of the expenses incurred by the Trust and the Funds, as applicable, in connection with their operations except for such transfer agency, sub-accounting, recordkeeping, and administrative services which are to be provided by the Adviser or an affiliate of the Adviser under separate transfer agency and administrative services agreements between the Fund and the Adviser or affiliate, as applicable, which are or have been approved by the Board of Trustees, including all of the independent trustees. At the Trust’s request the Adviser shall also furnish to the Trust, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Boards of Trustees. These services will include, among other things, the maintenance (but not preparation) of the Trust’s accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the SEC and Trust shareholders. The Adviser also will furnish, at the Adviser’s expense, such office space, equipment and facilities as may be reasonably requested by the Trust from time to time. Without limiting the generality of the foregoing, such costs and expenses payable by the Adviser include the following, unless the Board of Trustees approves any of the following costs and expenses being paid directly by the Funds: (1) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, independent pricing services and legal counsel for the Trust or for any Fund; (2) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Trust or any Fund to Federal, state, county, city, or other governmental agents; (3) the fees and expenses involved in maintaining the registration and qualification of the Trust and of its shares under laws administered by the SEC or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (4) the compensation and expenses of the trustees of the Trust; (5) the costs of rendering printing and distributing reports, notices of shareholders’ meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Trust’s shareholders, as well as all expenses of shareholders’ meetings and trustees’ meetings; (6) all costs, fees or other expenses arising in connection with the organization and filing of the Trust’s Certificate of Trust including its services initial registration and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any State and the approval of the Trust’s operations by any other Federal or State authority; (7) the expenses of repurchasing and redeeming shares of the Trust; (8) insurance premiums; (9) the expenses, including fees and disbursements of counsel, in connection with litigation by or against the Trust and any Fund; and (10) premiums for the fidelity bond maintained by the Trust pursuant to Section 17(g) of the terms 1940 Act and rules promulgated thereunder. Interest, taxes and extraordinary items such as litigation costs are not deemed expenses for purposes of this Agreementparagraph and shall be borne by the Trusts or such Fund in any event. Expenditures, including the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses of the Fund and expenses costs incurred in connection with the issuance purchase or sale of portfolio securities, which are capitalized in accordance with generally accepted accounting principles applicable to investment companies, are accounted for as capital items and registration shall not be deemed to be expenses for purposes of shares of this paragraph. (b) Except to the Fund; fees of extent required by law to be paid by the Fund s custodianAdviser, transfer and shareholder servicing agent; the Trust shall pay the following costs and expenses of pricing expenses: (1) all brokers’ commissions, issue and calculating transfer taxes, and other costs chargeable to the daily net asset value of the shares of the Trust or any Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely securities transactions to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing r e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholdersany Fund is a party or in connection with securities owned by the Trust or any Fund; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund s operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, and (a2) the Fund shall promptly reimburse the Adviser for such costs and expensesinterest on indebtedness, and (b) the Adviser shall be entitled to recover from the Fund the actual costs if any, incurred by the Adviser in rendering such servicesTrust or any Fund.

Allocation of Costs and Expenses. (a) The Adviser hereby agrees that it shall bear pay on behalf of the Company and pay the Funds of the Company all of the expenses incurred by the Company and the Funds, as applicable, in connection with their operations except for such transfer agency, subaccounting, recordkeeping, and administrative services which are to be provided by the Adviser to the Company under separate Transfer Agent and Administrative Services Agreements between the Fund and the Adviser which are or have been approved by the Company's Board of Directors, including all of the independent Directors. At the Company's request the Adviser shall also furnish to the Company, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgement of the Directors of the Company. These services will include, among other things, the maintenance (but not preparation) of the Company's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Company shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities as may be reasonably requested by the Company from time to time. Without limiting the generality of the foregoing, such costs and expenses payable by the Adviser include the following, unless the Company's Board of Directors approves any of the following costs and expenses being paid directly by the Funds: (1) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, independent pricing services and legal counsel for the Company or for any Fund; (2) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Company or any Fund to federal, state, county, city, or other governmental agents; (3) the fees and expenses involved in maintaining the registration and qualification of the Company and of its shares under laws administered by the Securities and Exchange Commission or under other applicable regulatory requirements, including the preparation and printing of prospectuses and statements of additional information; (4) the compensation and expenses of its Directors; (5) the costs of rendering its services pursuant printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the terms Company's shareholders, as well as all expenses of this Agreementshareholders' meetings and Directors' meetings; (6) all costs, including the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all or other expenses of its operation, including but not limited to, organizational and offering expenses of the Fund and expenses incurred arising in connection with the issuance organization and filing of the Company's Articles of Incorporation including its initial registration and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any State and the approval of the Company's operations by any other Federal or State authority; (7) the expenses of repurchasing and redeeming shares of the Fund; Company; (8) insurance premiums; (9) the expenses, including fees and disbursements of the Fund s custodiancounsel, transfer and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders litigation by or against the Company and Trustees, other than those called solely any Fund; and (10) premiums for the fidelity bond maintained by the Company pursuant to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons Section 17(g) of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing 1940 Act and printing r e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund s operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and rules promulgated thereunder. (b) Except to the extent such costs or services have been reasonably renderedrequired by law to be paid by the Adviser, (a) the Fund Company shall promptly reimburse pay the Adviser for such following costs and expenses: (1) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Company or any Fund in connection with securities transactions to which the Company or any Fund is a party or in connection with securities owned by the Company or any Fund; and (b2) the Adviser shall be entitled to recover from the Fund the actual costs interest on indebtedness, if any, incurred by the Adviser in rendering such servicesCompany or any Fund.

Allocation of Costs and Expenses. (a) The Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Funds. (b) Each Fund shall bear and pay for all other expenses of its operationoperation (including its proportionate share of the general expenses of the Trust) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, including but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; (ii) fees of the Fund s custodian, Trust's custodian and transfer and shareholder servicing agent; (iii) costs and expenses of pricing and calculating the daily net asset value of the shares per share for each class of the Fund and of maintaining the books of account and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees (v) compensation and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund Trust or the AdviserAdviser ("Disinterested Trustees"); salaries (vi) the costs of personnel involved in placing orders for the execution any liability, uncollectible items of the portfolio transactions deposit and other insurance of the Fund or in maintaining registration of shares of the Fund under state securities lawsfidelity bond; insurance premiums on property or personnel of the Fund which inure to its benefit; (vii) the cost of preparing preparing, printing, and printing r e portsdistributing prospectuses and statements of additional information, any supplements thereto, proxy statements statements, and prospectuses of the Trust or other communications reports for distribution to its existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses or of registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and all other charges governmental fees; and costs associated with the Fund s operations, plus any (xiii) extraordinary and non-recurring expenses, except as otherwise prescribed herein. . (c) To the extent the Adviser incurs any costs or performs any services which are an obligation of the a Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such servicescosts.

Allocation of Costs and Expenses. All out-of-pocket expenses incurred for goods or services from third-party vendors or other unrelated parties which are identifiable to a particular State Auto Company, including without limitation, director’s fees, legal fees, audit fees, stock transfer expenses, travel expenses, stationery, supplies and items of a similar nature, shall be charged to the State Auto Company for whose benefit such costs or expenses were incurred, and to the extent any of these expenses are subject to the 2005 Pooling Agreement, they shall be shared among the parties to the 2005 Pooling Agreement in accordance with its terms. Expenses shall be apportioned in accordance with SSAP No. 70 “Allocation of Expenses.” The Adviser books, accounts, and records shall bear be so maintained as to clearly and pay accurately disclose the nature and details of the transactions including such accounting information as is necessary to support the expenses apportioned to the respective parties. All costs of rendering its services and expenses incurred by State Auto P&C for the employees, equipment, facilities and other items shared by the parties pursuant to this Agreement shall be allocated among the terms parties to this Agreement as follows: (a) Insurance Losses, Loss Adjustment Expenses and Underwriting Expenses of this AgreementMutual, including the fees paid to any sub-adviser which the Adviser may retain Meridian, Citizens, State Auto P&C, Milbank, Farmers, and any value added taxes due in connection therewith. The Fund shall bear SA OH - All insurance losses, loss adjustment expenses and pay for all other underwriting expenses of its operationMutual, including Meridian, Citizens, State Auto P&C, Milbank, Farmers, and SA OH (hereafter the “Pooled Companies”), as computed under the statutory accounting principles used by State Auto P&C from time to time, including, but not limited to, organizational all related claim adjustment services, commissions and offering brokerage expenses, salaries and employee relations and welfare expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; fees of the Fund s custodian, transfer and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing r e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges loss adjustment and costs associated other underwriting expenses to be reflected in the annual statement to be filed with state insurance authorities, shall be shared by each of the Pooled Companies in accordance with the Fund s operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation provisions of the Fund pooling arrangement as set forth herein in effect through the 2005 Pooling Agreement. It is understood and acknowledged that the percentages by which such losses and expenses are shared under the 2005 Pooling Agreement and other provisions of the 2005 Pooling Agreement may be changed from time to time under procedures outlined in the 2005 Pooling Agreement. It is further understood and agreed that while SA WI and SA FL are parties to the extent such costs or services have been reasonably rendered2005 Pooling Agreement, (a) the Fund shall promptly reimburse the Adviser for such costs each is a party to a separate management agreement with State Auto P&C and expensesState Auto Mutual, and (b) the Adviser shall be entitled each of which contains provisions substantially similar to recover from the Fund the actual costs incurred by the Adviser in rendering such servicesthis section 6(a).

Allocation of Costs and Expenses. All out-of-pocket expenses incurred for goods or services from third-party vendors or other unrelated parties which are identifiable to a particular State Auto Company, including without limitation, director’s fees, legal fees, audit fees, stock transfer expenses, travel expenses, stationery, supplies and items of a similar nature, shall be charged to the State Auto Company for whose benefit such costs or expenses were incurred, and to the extent any of these expenses are subject to the 2011 Pooling Agreement, they shall be shared among the parties to the 2011 Pooling Agreement in accordance with its terms. Expenses shall be apportioned in accordance with SSAP No. 70 "Allocation of Expenses." The Adviser books, accounts, and records shall bear be so maintained as to clearly and pay accurately disclose the nature and details of the transactions including such accounting information as is necessary to support the expenses apportioned to the respective parties. All costs of rendering its services and expenses incurred by State Auto P&C for the employees, equipment, facilities and other items shared by the parties pursuant to this Agreement shall be allocated among the terms parties to this Agreement as follows: (a) Insurance Losses, Loss Adjustment Expenses and Underwriting Expenses of this AgreementMutual, including the fees paid to any sub-adviser which the Adviser may retain Meridian, State Auto P&C, Milbank, Patrons and any value added taxes due in connection therewith. The Fund shall bear SA OH - All insurance losses, loss adjustment expenses and pay for all other underwriting expenses of its operationMutual, including Meridian, State Auto P&C, Milbank, Patrons and SA OH (collectively, the “Pooled Companies;” individually, a “Pooled Company”), as computed under the statutory accounting principles used by State Auto P&C from time to time, including, but not limited to, organizational all related claim adjustment services, commissions and offering brokerage expenses, salaries and employee relations and welfare expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; fees of the Fund s custodian, transfer and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing r e ports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges loss adjustment and costs associated other underwriting expenses to be reflected in the annual statement to be filed with state insurance authorities, shall be shared by each of the Pooled Companies in accordance with the Fund s operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation provisions of the Fund pooling arrangement as set forth herein in effect through the 2011 Pooling Agreement. It is understood and acknowledged that the percentages by which such losses and expenses are shared under the 2011 Pooling Agreement and other provisions of the 2011 Pooling Agreement may be changed from time to time under procedures outlined in the 2011 Pooling Agreement. It is further understood and agreed that while SA WI and certain Xxxxxxxx Companies are parties to the extent such costs or services have been reasonably rendered2011 Pooling Agreement, (a) the Fund shall promptly reimburse the Adviser for such costs they are parties to separate management agreements with State Auto P&C and expensesState Auto Mutual, and (b) the Adviser shall be entitled which contain provisions substantially similar to recover from the Fund the actual costs incurred by the Adviser in rendering such servicesthis section 6(a).