Common use of Allocation of Expenses Clause in Contracts

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

Allocation of Expenses. The Advisor Adviser agrees that it will furnish the Trust, at the Advisor's Adviser’s expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) Adviser will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the AdvisorAdviser. All operating costs and expenses relating to the Portfolio not expressly assumed by the Advisor Adviser under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicableTrust, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's its Trustees other than those affiliated with the AdvisorAdviser; (v) legal and audit expenses; (vi) fees and expenses of the Trust's ’s custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's its shares, including stock certificates and issuance of shares on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolioits shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials material to shareholders of the PortfolioTrust; (x) all other expenses incident incidental to holding meetings of the Portfolio's Trust’s shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute and the Social Investment Forum or any successor; and (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Act.

Allocation of Expenses. The Advisor agrees that it will furnish Except for the services and facilities to be provided by the Adviser pursuant to Section 6 of this Agreement, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Trust provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust, at including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Advisor's expenseSecurities Exchange Act of 1934; (e) taxes, with all office space including issuance and facilitiestransfer taxes, and equipment trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Trust; (g) expenses involved in registering and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees maintaining registrations of the Trust who are affiliated persons and of its Shares with the Advisor. All operating costs Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses relating to the Portfolio not expressly assumed incurred by the Advisor under this Agreement shall be paid by Adviser or others in performing such functions for the Trust from the assets Trust; (h) expenses of the Portfolioshareholders’ and trustees’ meetings, as applicableincluding meetings of committees, includingand of preparing, but not limited printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) interest expenses of preparing and taxes; printing prospectuses and marketing materials; (ii) brokerage commissions; (iii) insurance premiums; (ivj) compensation and expenses of the Trust's Trustees other than those trustees who are not affiliated with the Advisor; Adviser; (vk) legal and audit expenses; (vi) fees charges and expenses of legal counsel in connection with matters relating to the Trust's custodian, shareholder servicing or transfer agent including, without limitation, legal services rendered in connection with the Trust and accounting services agent; (vii) expenses incident to the financial structure and relations with its shareholders, issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws Shares of the Trust or and registration and qualification of Shares under federal, state and other laws; (l) the shares cost and expense of maintaining the books and records of the Portfolio; Trust, including general ledger accounting; (ixm) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act, which may also cover the Adviser; (n) expenses of preparing, printing incurred in obtaining and mailing reports and notices and proxy materials maintaining any surety bond or similar coverage with respect to shareholders securities of the Portfolio; Trust; (xo) all other expenses incident to holding meetings of the Portfolio's shareholders; interest payable on Trust borrowings; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xiip) such other non-recurring expenses of the Trust as may arise, including litigation affecting expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligations which obligation that the Trust may have to indemnify its officers and Trustees provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and and (xiiis) all other expenses which permitted by the Prospectus and Statement of Additional Information of the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted as being paid by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 ActTrust.

Allocation of Expenses. The Advisor agrees that expenses of the Fund and the expenses of WRIMCO in performing its functions under this Agreement shall be divided into two classes, to wit: (i) those expenses which will be paid in full by WRIMCO as set forth in subparagraph "A" hereof, and (ii) those expenses which will be paid in full by the Fund, as set forth in subparagraph "B" hereof. A. With respect to the duties of WRIMCO under Section II above, it will furnish shall pay in full, except as to the Trustbrokerage and research services acquired through the allocation of commissions as provided in Section IV hereinafter, at for (a) the Advisor's expense, with salaries and employment benefits of all employees of WRIMCO who are engaged in providing these advisory services; (b) adequate office space and facilitiessuitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. In addition, WRIMCO shall pay the fees and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (expenses of all directors of the Fund who are employees of WRIMCO or an affiliate thereof) will also pay all compensation affiliated corporation and the salaries and employment benefits of all Trustees, officers and employees of the Trust Fund who are affiliated persons of WRIMCO. B. The Fund shall pay in full for all of its expenses which are not listed above (other than those assumed by W&R or its affiliates in their respective capacities as principal underwriter of the Advisor. All operating shares of the Fund, as Shareholder Servicing Agent or as Accounting Services Agent for the Fund), including (a) the costs of preparing and printing prospectuses and reports to shareholders of the Fund including mailing costs; (b) the costs of printing all proxy statements and all other costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of meetings of shareholders of the PortfolioFund (unless the Fund and WRIMCO shall otherwise agree); (c) interest, as applicabletaxes, includingbrokerage commission and premiums on fidelity and other insurance; (d) audit fees and expenses of independent accountants and legal fees and expenses of attorneys, but not limited to (i) interest and taxesof attorneys who are employees of WRIMCO or an affiliated company; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vie) fees and expenses of the Trust's custodian, shareholder servicing its directors not affiliated with WRIMCO or transfer agent and accounting services agentits affiliates; (viif) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividendscustodian fees and expenses; (viiig) fees payable by the Fund under the Securities Act of 1933, the 1940 Act, and the securities or "Blue-Sky" laws of any jurisdiction; (h) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successorsuccessor organization; (xiii) such non-non recurring or extraordinary expenses as may arise, including litigation affecting the Trust Fund and any indemnification by the legal obligations which the Trust may have to indemnify Fund of its officers officers, directors, employees and Trustees agents with respect thereto; (j) the costs and (xiii) all expenses which the Trust or the Portfolio agree to bear provided for in any distribution Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of this Section III. In the event that any of the foregoing shall, in the first instance, be paid by WRIMCO, the Fund shall pay the same to WRIMCO on presentation of a statement with respect thereto. C. WRIMCO, or an affiliate of WRIMCO, may also act as (i) transfer agent or shareholder servicing agent of the Fund and/or as (ii) accounting services agent of the Fund if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between the Fund and WRIMCO or such affiliate. The corporation, whether WRIMCO or its affiliate, which is the party to such Agreement with the Fund is referred to as the "Agent." Each such Agreement shall provide in substance that it shall not go into effect, or be amended, or a new agreement covering the same topics between the Fund and the Agent be entered into unless the terms of such Agreement, such amendment or in any plan adopted such new agreement have been approved by the Trust and/or Board of Directors of the Portfolio pursuant to Rule 12b-1 under Fund, including the vote of a majority of the directors who are not "interested persons" as defined in the 1940 Act, of either party to the Agreement, such amendment or such new agreement (considering WRIMCO to be such a party even if at the time in question the Agent is an affiliate of WRIMCO), cast in person at a meeting called for the purpose of voting on such approval. Such a vote is referred to as a "disinterested director" vote. Each such Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the date of its execution and from year to year thereafter only if such continuance is specifically approved at least annually by a disinterested director vote, and that any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued are services required for the operation of the Fund; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality. Any such Agreement may also provide in substance that any disinterested director vote may be conditioned on the favorable vote of the holders of a majority (as defined in or under the 0000 Xxx) of the outstanding shares of each class of the Fund. Any such Agreement shall also provide in substance that it may be terminated by the Agent at any time without penalty upon giving the Fund one hundred twenty (120) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Agent sixty (60) days' written notice (which notice may be waived by the Agent), provided that such termination by the Fund shall be directed or approved by the vote of a majority of the Board of Directors of the Fund in office at the time or by the vote of the holders of a majority (as defined in or under the 0000 Xxx) of the outstanding shares of each class of the Fund.

Allocation of Expenses. The Advisor agrees that it will furnish a. In addition to the Trustfee described in Section 2 hereof, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also each Fund shall pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating its costs and expenses relating to the Portfolio which are not expressly assumed by Adviser. These Fund expenses include, by way of example, but not by way of limitation, all expenses incurred in the Advisor under this Agreement shall be paid by the Trust from the assets operation of the Portfolio, as applicableFund and any public offering of its shares, including, but not limited to among others, fees (iif any) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses associated with a plan of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 ActAct ("Plan of Distribution"), interest, taxes, brokerage fees and commissions, fees of the directors who are not employees of Adviser or the principal underwriter of the Fund's shares (the "Underwriter"), or any of their affiliates, expenses of directors' and shareholders' meetings, including the cost of printing and mailing proxies, expenses of insurance premiums for fidelity and other coverage, expenses of redemption of shares, expenses of issue and sale of shares (to the extent not borne by the Underwriter under its agreement with the Fund), expenses of printing and mailing stock certificates representing shares of the Fund, association membership dues, charges of custodians, transfer agents, dividend disbursing agents, accounting services agents, investor servicing agents, and bookkeeping, auditing, and legal expenses. Each Fund will also pay the fees and bear the expense of registering and maintaining the registration of the Fund and its shares with the Securities and Exchange Commission and registering or qualifying its shares under state or other securities laws and the expense of preparing and mailing prospectuses and reports to shareholders. b. The Underwriter shall bear all advertising and promotional expenses in connection with the distribution of each Fund's shares, including paying for prospectuses for new shareholders, except as provided in the following sentence. No Fund shall use any of its assets to finance costs incurred in connection with the distribution of its shares except pursuant to a Plan of Distribution.

Allocation of Expenses. The Advisor agrees that it will furnish the Trust, at the Advisor's expense, with all office space Fund assumes and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also shall pay all compensation expenses for all other Fund operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of all Trustees, officers and employees Additional Information of the Trust who are affiliated persons of Fund provides otherwise, the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed be borne by the Advisor under this Agreement Fund shall be paid by include, without limitation: (a) all expenses of organizing the Trust from Fund; (b) the assets of the Portfolio, as applicable, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation charges and expenses of any registrar, stock transfer or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Trust's Trustees Fund for the safekeeping of its cash, portfolio securities and other property, including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Fund (other than those affiliated with utilized by the Advisor; Adviser in providing the services described in Section 2); (vc) legal and audit expenses; (vi) fees the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the Trust's custodianportfolio securities of the Fund, shareholder servicing including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or transfer agent and accounting services agent; other fees payable by the Fund to federal, state or other governmental agencies; (viif) expenses incident expenses, including the cost of printing certificates, relating to the issuance of Shares of the Portfolio's sharesFund; (g) expenses involved in registering and maintaining registrations of the Fund and of its Shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including issuance on reimbursement of actual expenses incurred by the payment ofAdviser or others in performing such functions for the Fund, or reinvestment ofand including compensation of persons who are employees of the Adviser, dividends; (viii) fees and expenses incident in proportion to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; relative time spent on such matters; (ixh) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and notices other communications to existing shareholders; (i) expenses of preparing and proxy materials printing prospectuses; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to shareholders the Fund, including, without limitation, legal services rendered in connection with the Fund’s trust and financial structure and relations with its shareholders, issuance of Shares of the Portfolio; Fund and registration and qualification of Shares under federal, state and other laws; (xl) all other expenses incident to holding meetings the cost and expense of maintaining the books and records of the Portfolio's shareholders; Fund, including general ledger accounting; (xim) dues insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or assessments similar coverage with respect to securities of or contributions to the Investment Company Institute or any successor; Fund; (xiio) interest payable on Fund borrowings; (p) such other non-recurring expenses of the Fund as may arise, including litigation affecting the Trust and the legal obligations expenses of actions, suits or proceedings to which the Trust on behalf of the Fund is a party and expenses resulting from the legal obligation that the Trust on behalf of the Fund may have to indemnify its officers and Trustees provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; and and (xiiir) all other expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted permitted by the Trust and/or Prospectus and Statement of Additional Information of the Portfolio pursuant to Rule 12b-1 under Fund as being paid by the 1940 ActFund.

Allocation of Expenses. The Advisor During the period of this contract, the Fund shall pay or cause to be paid all expenses, costs and fees incurred by the Fund which are not assumed by Investors or Fortis Advisers, Inc. ("Advisers"). Investors agrees that it will furnish the Trust, at the Advisor's expense, with all office space and facilitiesto provide, and equipment and clerical personnel necessary for carrying out its duties under this Agreementshall pay costs which it incurs in connection with providing personal, continuing services to shareholders (such costs are referred to as "Shareholder Servicing Costs"). The Advisor (Shareholder Servicing Costs include all expenses of Investors incurred in connection with providing administrative or an affiliate thereof) will also pay all compensation accounting services to shareholders of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicableeach Class, including, but not limited to, an allocation of Investor's overhead and payments made to persons, including employees of Investors, who respond to inquiries of shareholders regarding their ownership of Class shares, or who provide other administrative or accounting services not otherwise required to be provided by the applicable Funds' investment adviser or transfer agent. Notwithstanding the foregoing, if the National Association of Securities Dealers, Inc. (i"NASD") interest adopts a definition of "service fee" for purposes of Section 26(d) of the NASD Rules of Fair Practice that differs from a definition of Shareholder Servicing Costs in this paragraph, or if the NASD adopts a related definition intended to define the same concept, the definition of Shareholder Servicing Costs in this paragraph shall be automatically amended, without further action of the parties, to conform to such NASD definition. Investors shall also pay all costs of distributing the shares of each Class ("Distribution Expenses"). Distribution expenses include, but are not limited to, initial and taxesongoing sales compensation (in addition to sales loads) paid to registered representatives of Investors and to other broker-dealers and participating financial institutions; (ii) brokerage commissionsexpenses incurred in the printing of prospectuses, statements of additional information and reports used for sales purposes; (iii) insurance premiumsexpenses of preparation and distribution of sales literature; (iv) compensation expenses of advertising of any type; an allocation of Investors' overhead; payments to and expenses of the Trust's Trustees other than those affiliated persons who provide support services in connection with the Advisor; (v) legal and audit expenses; (vi) fees and expenses distribution of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's Fund shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all other distribution-related expenses. Advisers, rather than Investors, may bear the expenses which the Trust or the Portfolio agree referred to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actthis paragraph, but Investors shall be primarily liable for such expenses until paid.

Allocation of Expenses. The Advisor agrees that it will furnish Except for the Trustservices and facilities to be provided by IMCO set forth in Paragraphs 2 and 3 above, at the Advisor's expense, with Company assumes and shall pay all office space expenses for all other Company operations and facilities, activities and equipment and clerical personnel necessary shall reimburse IMCO for carrying out its duties under this Agreementany such expenses incurred by IMCO. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed be borne by the Advisor under this Agreement Company shall be paid by include, without limitation: (a) the Trust from the assets of the Portfolio, as applicable, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation charges and expenses of any registrar, share transfer or dividend disbursing agent, custodian, or depository appointed by the Trust's Trustees Company for the safekeeping of its cash, portfolio securities and other than those affiliated with property; (b) the Advisor; (v) legal and audit expenses; (vi) fees charges and expenses of auditors; (c) brokerage commissions for transactions in the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance portfolio securities of the Portfolio's sharesCompany; (d) all taxes, including issuance on and transfer taxes, and fees payable by the payment ofCompany to federal, state or reinvestment of, dividends; other governmental agencies; (viiie) the cost of share certificates representing Shares of the Company; (f) fees involved in registering and expenses incident to the registration under Federal or state securities laws maintaining registrations of the Trust or Company and of its Shares with the shares SEC and various states and other jurisdictions; (g) all expenses of the Portfolio; (ix) expenses shareholders' and Board meetings and of preparing, printing and mailing proxy statements, quarterly reports, semiannual reports, annual reports and notices other communications (including Prospectuses) to existing shareholders; (h) compensation and proxy materials to shareholders travel expenses of Board members who are not "interested persons" within the meaning of the Portfolio; 1940 Act; (xi) all the expense of furnishing or causing to be furnished to each shareholder a statement of his account, including the expense of mailing; (j) charges and expenses of legal counsel in connection with matters relating to the Company, including, without limitation, legal services rendered in connection with the Company's legal and financial structure and relations with its shareholders, issuance of Company Shares, and registration and qualification of securities under federal, state and other expenses incident to holding meetings of the Portfolio's shareholders; laws; (xik) membership or association dues or assessments of or contributions to for the Investment Company Institute or any successorsimilar organizations; (l) interest payable on Company borrowings; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Act.and

Allocation of Expenses. The Advisor agrees that it will furnish Fund assumes and shall pay all expenses for all other Fund operations and activities and shall reimburse the TrustAdviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Fund provides otherwise, at the Advisor's expenseexpenses to be borne by the Fund shall include, with without limitation: (a) all office space expenses of organizing the Fund; (b) the charges and facilitiesexpenses of any registrar, stock transfer or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Fund for the safekeeping of its cash, portfolio securities and other property, including the costs of servicing shareholder investment accounts, and equipment bookkeeping, accounting and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor pricing services provided to the Fund (or an affiliate thereofother than those utilized by the Adviser in providing the services described in Section 2); (c) will also pay all compensation the charges and expenses of all Trusteesbookkeeping, officers accounting and employees auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust who are affiliated persons Fund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Advisor. All operating costs Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Fund to federal, state or other governmental agencies; (f) expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets issuance of Shares of the Portfolio, as applicable, including, but not limited to Fund; (ig) interest expenses involved in registering and taxes; maintaining registrations of the Fund and of its Shares with the Securities and Exchange Commission (ii“SEC”) brokerage commissions; and various states and other jurisdictions; (iiih) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal shareholders’ and audit expenses; (vi) fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's sharestrustees’ meetings, including issuance on the payment ofmeetings of committees, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and notices other communications to existing shareholders; (i) expenses of preparing and proxy materials to shareholders printing prospectuses; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) if approved by the Trust’s Board of Trustees, compensation and expenses of the Portfolio; Fund’s chief compliance officer and expenses associated with the Fund’s compliance program; (xl) all other charges and expenses incident of legal counsel in connection with matters relating to holding meetings the Fund, including, without limitation, legal services rendered in connection with the Fund’s trust and financial structure and relations with its shareholders, issuance of Shares of the Portfolio's shareholders; Fund and registration and qualification of Shares under federal, state and other laws; (xim) dues the cost and expense of maintaining the books and records of the Fund, including general ledger accounting; (n) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act which may also cover the Adviser; (o) expenses incurred in obtaining and maintaining any surety bond or assessments similar coverage with respect to securities of or contributions to the Investment Company Institute or any successor; Fund; (xiip) interest payable on Fund borrowings; (q) such other non-recurring expenses of the Fund as may arise, including litigation affecting the Trust and the legal obligations expenses of actions, suits or proceedings to which the Trust on behalf of the Fund is a party and expenses resulting from the legal obligation that the Trust on behalf of the Fund may have to indemnify its officers and Trustees provide indemnity with respect thereto; (r) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; and and (xiiis) all other expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted permitted by the Trust and/or Prospectus and Statement of Additional Information of the Portfolio pursuant to Rule 12b-1 under Fund as being paid by the 1940 ActFund.

Allocation of Expenses. The Advisor agrees that it will furnish Each party to this Agreement shall bear the Trust, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to of performing its obligations hereunder. In this regard, the Portfolio Adviser specifically agrees that the Sub-Adviser shall not expressly assumed by be responsible for the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to following expenses: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (via) fees and expenses incurred in connection with the issuance, registration and transfer of its shares; (b) brokerage and commission expenses incurred by the Fund; (c) all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust's custodianTrust for the benefit of the Fund including all fees and expenses of its Custodian, shareholder servicing or transfer services agent and accounting services agent; ; (viid) interest charges on any Fund borrowings; (e) costs and expenses incident to of pricing and calculating its daily net asset value (including, without limitation, any equipment or services obtained for the issuance purpose of pricing shares or valuing the Fund’s assets) and of maintaining its books of account required under the 1940 Act, except for the expenses incurred by the Sub-Adviser in connection with its services under Paragraph 13 hereunder, which are expenses of the Portfolio's sharesSub-Adviser; (f) Fund taxes, if any; (g) except as stated below, expenditures in connection with meetings of the Fund’s shareholders and the Board; (h) salaries and expenses of officers of the Trust, including issuance on without limitation the payment ofTrust’s Chief Compliance Officer, or reinvestment of, dividends; (viii) and fees and expenses incident of members of the Board or members of any advisory board or committee; (i) insurance premiums on property or personnel of the Fund which inure to its benefit, including liability and fidelity bond insurance; (j) legal, auditing and accounting fees of the registration under Federal Fund and trade association dues or state securities laws educational program expenses of the Trust or the shares Board of Trustees; and (k) fees and expenses (including legal fees) of registering and maintaining registration of the PortfolioFund’s shares for sale under applicable securities laws; (ix) all expenses of preparingmaintaining and servicing shareholder accounts, printing including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and mailing reports and notices and proxy materials to shareholders other agents for the benefit of the Portfolio; (x) all other expenses incident Fund, if any. The Sub-Adviser specifically agrees that with respect to holding meetings the operation of the Portfolio's shareholders; Fund, the Sub-Adviser shall be responsible for (xii) dues or assessments of or contributions providing the personnel, office space, furnishings, equipment and personnel reasonably necessary to provide its sub-advisory services to the Investment Company Institute Fund hereunder, and (ii) the costs of any special Board meetings or shareholder meetings convened for the primary benefit of the Sub-Adviser. Nothing in this Agreement shall alter the allocation of expenses and costs agreed upon between the Fund and the Adviser in the Advisory Agreement or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations other agreement to which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actthey are parties.

Allocation of Expenses. The Advisor agrees that During the term of this Agreement, PIMCO will pay all expenses incurred by it will furnish in connection with its obligations under this Agreement with respect to a Fund, except such expenses as are assumed by the Trust, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties Fund under this Agreement. The Advisor In addition, PIMCO shall bear the following expenses under this Agreement: (or an affiliate thereofa) will also pay all compensation Expenses of all Trusteesaudits by each Fund’s independent public accountants; (b) Expenses of each Fund’s transfer agent, officers registrar, dividend disbursing agent, and employees recordkeeping agent; (c) Expenses of each Fund’s custodial services, including any recordkeeping services provided by the custodian; (d) Expenses of obtaining quotations for calculating the value of each Fund’s net assets; (e) Expenses of maintaining each Fund’s tax records; (f) Costs and/or fees, including legal fees, incident to meetings of each Fund’s shareholders, the preparation, printing and mailings of each Fund’s prospectuses, notices and proxy statements, press releases and reports of the Trust who are affiliated persons Fund to its shareholders, the filing of reports with regulatory bodies, the maintenance of the Advisor. All operating costs Fund’s existence and qualification to do business, the expenses relating to of issuing, redeeming, registering and qualifying for sale, common shares with federal and state securities authorities, and the Portfolio not expressly assumed by expense of qualifying and listing Shares with any securities exchange or other trading system; (g) Each Fund’s ordinary legal fees, including the Advisor under this Agreement shall be paid by legal fees that arise in the Trust from the assets ordinary course of the Portfoliobusiness for a Massachusetts business trust or Maryland corporation, as applicable, includingregistered as a closed-end management investment company and, but not limited to as applicable, listed for trading with a securities exchange or other trading system; (h) Costs of printing certificates representing Shares of each Fund, if any; (i) interest and taxes; (iiEach Fund’s pro rata portion of the fidelity bond required by Section 17(g) brokerage commissions; (iii) of the 1940 Act, or other insurance premiums; and (ivj) Association membership dues. Each Fund shall bear the following expenses: (a) Salaries and other compensation and expenses or expenses, including travel expenses, of any of the Trust's Trustees Fund’s executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of PIMCO or its subsidiaries or affiliates; (b) Taxes and governmental fees, if any, levied against the Fund; (c) Brokerage fees and commissions, and other than those affiliated with portfolio transaction expenses incurred by or for the Advisor; Fund (v) legal and audit expenses; (vi) including, without limitation, fees and expenses of outside legal counsel or third-party consultants retained in connection with reviewing, negotiating and structuring specialized loan and other investments made by the Trust's custodianFund, shareholder servicing subject to specific or transfer agent and accounting services agent; general authorization by the Fund’s Board of Trustees/Directors); (viid) expenses incident to the issuance Expenses of the Portfolio's Fund’s securities lending (if any), including any securities lending agent fees, as governed by a separate securities lending agreement; (e) Costs, including interest expenses, of borrowing money or engaging in other types of leverage financing including, without limitation, through the use by the Fund of reverse repurchase agreements, tender option bonds, bank borrowings and credit facilities; (f) Costs, including dividend and/or interest expenses and other costs (including, without limitation, offering and related legal costs, fees to brokers, fees to auction agents, fees to transfer agents, fees to ratings agencies and fees to auditors associated with satisfying ratings agency requirements for preferred shares or other securities issued by the Fund and other related requirements in a Fund’s organizational documents) associated with the Fund’s issuance, offering, redemption and maintenance of preferred shares, commercial paper or other senior securities for the purpose of incurring leverage; (g) Fees and expenses of any underlying funds or other pooled vehicles in which the Fund invests; (h) Dividend and interest expenses on short positions taken by the Fund; (i) Fees and expenses, including issuance on the payment oftravel expenses, or reinvestment of, dividends; (viii) and fees and expenses incident to the registration under Federal of legal counsel retained for their benefit, of Trustees/Directors who are not officers, employees, partners, shareholders or state securities laws members of the Trust PIMCO or the shares of the Portfolio; its subsidiaries or affiliates; (ixj) expenses of preparingExtraordinary expenses, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses including extraordinary legal expenses, as may arise, including litigation affecting the Trust expenses incurred in connection with litigation, proceedings, other claims, and the legal obligations which of the Trust may have Fund to indemnify its officers Trustees/Directors, officers, employees, shareholders, distributors, and Trustees agents with respect thereto; (k) Organizational and offering expenses of the Fund, including with respect to Share offerings, such as rights offerings and shelf offerings, following the Fund’s initial offering, and expenses associated with tender offers and other Share repurchases and redemptions; and and (xiiif) all expenses Expenses of the Fund which the Trust or the Portfolio agree to bear are capitalized in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actaccordance with generally accepted accounting principles.

Allocation of Expenses. The Advisor Manager agrees that it (or a sub-manager) will furnish provide the Trust, at the AdvisorManager's expense, with all office space and space, facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) Manager will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons (as defined in the Act) of the AdvisorManager. All operating costs and expenses relating to the Portfolio not expressly assumed agreed to be paid by the Advisor under this Agreement Manager or a sub-manager as described above, shall be paid by the Trust from the assets of the PortfolioTrust, as applicable, including, including but not limited to (i) to: 1. interest and taxes; (ii) ; 2. brokerage commissions; (iii) ; 3. insurance premiums; (iv) ; 4. compensation and expenses of the Trust's Trustees other than those who are not affiliated with persons of the Advisor; (v) Manager; 5. legal and audit expenses; (vi) ; 6. fees and expenses of the Trust's custodian, shareholder servicing or agent, transfer agent agent, fund accountant and accounting services record keeping agent; (vii) ; 7. expenses incident to the issuance of the PortfolioTrust's sharesshares of beneficial interest, including issuance on the payment of, or reinvestment of, those shares issued as reinvested dividends; (viii) ; 8. fees and expenses incident to the registration of the Fund or its shares of beneficial interest under Federal or state State securities laws of the Trust or the shares of the Portfolio; (ix) laws; 9. expenses of preparing, printing and or mailing reports and notices and proxy materials material sent to shareholders the Shareholders of the Portfolio; (x) Trust; 10. all other expenses incident incidental to holding meetings of the Portfolio's shareholders; (xi) dues or Shareholders of the Trust; 11. dues, assessments of or and/or contributions to the Investment Company Institute or any successor; (xii) successor thereto; 12. such non-recurring expenses as may arise, including those relating to litigation affecting the Trust and the legal obligations which obligation of the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) and 13. all expenses which the Trust or the Portfolio agree agrees to bear in any distribution agreement with the Manager or any other entity or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule rule 12b-1 under the 1940 Act.

Allocation of Expenses. The Advisor agrees that it will furnish Each party to this Agreement shall bear the Trust, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to of performing its obligations hereunder. In this regard, the Portfolio Adviser specifically agrees that the Sub-Adviser shall not expressly assumed by be responsible for the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to following expenses: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (via) fees and expenses incurred in connection with the issuance, registration and transfer of the Trust's custodianFund’s shares; (b) brokerage and commission expenses incurred by the Fund; (c) all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust for the benefit of the Fund including all fees and expenses of its Custodian, shareholder servicing or transfer services agent and accounting services agent; ; (viid) interest charges on any Fund borrowings; (e) costs and expenses incident to of pricing and calculating its daily net asset value (including, without limitation, any equipment or services obtained for the issuance purpose of pricing shares or valuing the Fund’s assets) and of maintaining its books of account required under the 1940 Act, except for the expenses incurred by the Sub-Adviser in connection with its services under Section 12 hereunder, which are expenses of the Portfolio's sharesSub-Adviser; (f) Fund taxes, if any; (g) except as stated below, expenditures in connection with meetings of the Fund’s shareholders and the Board; (h) salaries and expenses of officers of the Trust, including issuance on without limitation the payment ofTrust’s Chief Compliance Officer, or reinvestment of, dividends; (viii) and fees and expenses incident of members of the Board or members of any advisory board or committee; (i) insurance premiums on property or personnel of the Fund which inure to the registration under Federal Fund’s benefit, including liability and fidelity bond insurance; (j) legal, auditing and accounting fees of the Fund and trade association dues or state securities laws educational program expenses of the Trust or the shares Board; and (k) fees and expenses (including legal fees) of registering and maintaining registration of the PortfolioFund’s shares for sale under applicable securities laws; (ix) all expenses of preparingmaintaining and servicing shareholder accounts, printing including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and mailing reports and notices and proxy materials to shareholders other agents for the benefit of the Portfolio; (x) all other expenses incident Fund, if any. The Sub-Adviser specifically agrees that with respect to holding meetings the operation of the Portfolio's shareholders; Fund, the Sub-Adviser shall be responsible for (xii) dues or assessments of or contributions providing the personnel, office space, furnishings, and equipment reasonably necessary to provide the Services to the Investment Company Institute Fund hereunder, and (ii) the costs of any special Board meetings or shareholder meetings convened for the primary benefit of the Sub-Adviser. Additionally, the Sub-Adviser agrees that the Sub-Adviser shall be responsible for reasonable expenses incurred by the Fund or the Adviser in responding to a legal, administrative, judicial or regulatory action, claim, or suit involving the Sub-Adviser to which neither the Fund nor the Adviser is a party. Nothing in this Agreement shall alter the allocation of expenses and costs agreed upon between the Fund and the Adviser in the Advisory Agreement or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations other agreement to which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actthey are parties.

Allocation of Expenses. The Advisor Adviser agrees that it will furnish the Trust, at the AdvisorAdviser's expense, with all office space and space, facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (Adviser agrees that it will supply, or an affiliate thereof) cause to be supplied, to any sub-adviser, administrator or principal underwriter of the Trust all necessary financial information in connection with such sub-adviser's, administrator's or principal underwriter's duties under any agreement between such sub-adviser, administrator or principal underwriter and the Business Trust. The Adviser will also pay all compensation of all the Trust's officers, employees, and Trustees, officers and employees of the Trust if any, who are affiliated persons of the AdvisorAdviser, provided that if any Trustee is an affiliate of the Adviser solely by reason of being a member of its Board of Directors, the Trust may pay compensation to such Trustee, but at a rate no greater than the rate it pays to its other Trustees. The Trust agrees to bear the costs of preparing and setting in type its prospectuses, statements of additional information and reports to its shareholders, and the costs of printing or otherwise producing and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All operating costs and expenses relating to the Portfolio not expressly assumed by the Advisor Adviser under this Agreement or by such sub-adviser, administrator or principal underwriter shall be paid by the Trust from the assets of the Portfolio, as applicableTrust, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's its Trustees other than those affiliated with the AdvisorAdviser or such sub-adviser, administrator or principal underwriter and expenses of all of its Trustees; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agentexpenses; (vii) expenses incident to the issuance of the Portfolio's shares, its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or state State securities laws of the Trust or the shares of the Portfolioits shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials material to shareholders of the PortfolioTrust; (x) all other expenses incident incidental to holding meetings of the PortfolioTrust's shareholders; and (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations for which the Business Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 ActTrustees.

Allocation of Expenses. Except for the services and facilities to be provided by the Manager as set forth in Paragraph 2 above, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Manager for any such expenses incurred by the Manager. The Advisor agrees that it will furnish expenses to be borne by the Trust shall include, without limitation: (a) the charges and expenses of any registrar, stock transfer or dividend disbursing agent, custodian, or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property; (b) the charges and expenses of auditors; (c) brokerage commissions for transactions in the portfolio securities of the Trust; (d) all taxes, at the Advisor's expense, with all office space including issuance and facilitiestransfer taxes, and equipment corporate fees payable by the Trust to Federal, state or other governmental agencies; (e) the cost of stock certificates (if any) representing shares of the Trust; (f) expenses involved in registering and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees maintaining registrations of the Trust who are affiliated persons and of its shares with the Advisor. All operating costs Securities and Exchange Commission and various states and other jurisdictions, including reimbursements of actual expenses relating to the Portfolio not expressly assumed incurred by the Advisor under this Agreement shall be paid by Manager in performing such functions for the Trust from the assets of the Portfolio, as applicable, including, but not limited to Trust; (ig) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and all expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal shareholders' and audit expenses; (vi) fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's sharesTrustees' meetings, including issuance on the payment of, or reinvestment of, dividends; (viii) fees meetings of committees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing proxy statements, quarterly reports, semi-annual reports, annual reports and notices other communications to shareholders; (h) all expenses of preparing and proxy materials setting in type prospectuses, and expenses of printing and mailing the same to shareholders (but not expenses of printing and mailing of prospectuses and literature used for promotional purposes); (i) compensation and travel expenses of Trustees who are not "interested persons" within the meaning of the Portfolio; 1940 Act; (xj) all the expense of furnishing, or causing to be furnished, to each shareholder a statement of his account, including the expense of mailing; (k) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust's corporate and financial structure and relations with its shareholders, issuance of Trust shares and registration and qualification of securities under Federal, state and other laws. (l) the expenses incident to holding of attendance at professional meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to organizations such as the Investment Company Institute Institute, the No Load Mutual Fund Association, or any successor; Commerce Clearing House by the Trustees and officers of the Trust, and the membership or association dues of such organizations; (xiim) such non-recurring expenses as may arisethe cost and expense of maintaining the books and records of the Trust, including litigation affecting general ledger accounting; (n) the Trust expense of obtaining and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiiimaintaining insurance including a fidelity bond as required by Section 17(g) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under of the 1940 Act; (o) interest payable on Trust borrowings; and (p) postage.

Allocation of Expenses. The Advisor agrees that it will furnish Except for the Trustservices and facilities to be provided by the Manager as set forth in Paragraph 2 above, at the Advisor's expense, with all office space Trust assumes and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also shall pay all expenses for all other Trust operations and activities and shall reimburse the Manager for any such expenses incurred by the Manager. In addition, the Manager shall pay the compensation and expenses of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs Manager and expenses relating the Manager shall make available, without expense to the Portfolio not expressly assumed Trust, the services of the Manager's directors, officers and employees as may be duly elected Trustees and officers of the Trust, subject to their individual consent to serve and to any limitations imposed by the Advisor under this Agreement shall law. The expenses to be paid borne by the Trust from the assets shall include, without limitation: (a) organization expenses of the Portfolio, as applicable, includingTrust (including out-of-pocket expenses, but not limited including the Manager's overhead or employee costs); (b) fees payable to the Manager; (ic) interest legal expenses; (d) auditing and taxes; accounting expenses; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation maintenance of books and expenses records that are required to be maintained by the Trust's custodian or other agents of the Trust's Trustees ; (f) telephone, telex, facsimile, postage and other than those affiliated communications expenses; (g) taxes and governmental fees; (h) fees, dues and expenses incurred by the Trust in connection with membership in investment company trade organizations and the Advisor; expense of attendance at professional meetings of such organizations; (v) legal and audit expenses; (vii) fees and expenses of accounting agents, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; (j) payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; (k) expenses of preparing share certificates; (l) expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Trust; (m) expenses relating to investor and public relations provided by parties other than the Manager; (n) expenses and fees of registering or qualifying shares of beneficial interest of the Trust for sale; (o) interest charges, bond premiums and other insurance expenses; (p) freight, insurance and other charges in connection with the shipment of the Trust's custodianportfolio securities; (q) the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, shareholder servicing or transfer agent officers and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws employees of the Trust or the shares who are not affiliated persons of the Portfolio; Manager; (ixr) brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Trust; (s) expenses of preparingprinting and distributing reports, notices and dividends to shareholders; (t) expenses of preparing and setting in type, printing and mailing reports prospectuses and notices and proxy materials to shareholders statements of additional information of the Portfolio; Trust and supplements thereto; (u) costs of stationery; (v) any litigation expenses; (w) indemnification of Trustees and officers of the Trust; (x) all costs of shareholders' and other meetings; (y) interest on borrowed money, if any; and (z) the fees and other expenses incident to holding meetings of listing the PortfolioTrust's shareholders; (xi) dues or assessments of or contributions to shares on the Investment Company Institute New York Stock Exchange or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actother national stock exchange.

Allocation of Expenses. The Advisor agrees that it will furnish Except for the Trustservices and facilities to be provided by the Manager as set forth in Paragraph 2 above, at the Advisor's expense, with all office space Trust assumes and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also shall pay all expenses for all other Trust operations and activities and shall reimburse the Manager for any such expenses incurred by the Manager. In addition, the Manager shall pay the compensation and expenses of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs Manager and expenses relating the Manager shall make available, without expense to the Portfolio not expressly assumed Trust, the services of the Manager’s directors, officers and employees as may be duly elected Trustees and officers of the Trust, subject to their individual consent to serve and to any limitations imposed by the Advisor under this Agreement shall law. The expenses to be paid borne by the Trust from the assets shall include, without limitation: (a) organization expenses of the Portfolio, as applicable, includingTrust (including out-of-pocket expenses, but not limited including the Manager’s overhead or employee costs); (b) fees payable to the Manager; (ic) interest legal expenses; (d) auditing and taxes; accounting expenses; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation maintenance of books and expenses records that are required to be maintained by the Trust’s custodian or other agents of the Trust's Trustees ; (f) telephone, telex, facsimile, postage and other than those affiliated communications expenses; (g) taxes and governmental fees; (h) fees, dues and expenses incurred by the Trust in connection with membership in investment company trade organizations and the Advisor; expense of attendance at professional meetings of such organizations; (v) legal and audit expenses; (vii) fees and expenses of accounting agents, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; (j) payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; (k) expenses of preparing share certificates; (l) expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; ; (viim) expenses incident relating to investor and public relations provided by parties other than the issuance Manager; (n) expenses and fees of the Portfolio's shares, including issuance on the payment of, registering or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws qualifying shares of beneficial interest of the Trust or for sale; (o) interest charges, bond premiums and other insurance expenses; (p) freight, insurance and other charges in connection with the shares shipment of the Portfolio; Trust’s portfolio securities; (ixq) the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of the Manager; (r) brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Trust; (s) expenses of preparingprinting and distributing reports, notices and dividends to shareholders; (t) expenses of preparing and setting in type, printing and mailing reports prospectuses and notices and proxy materials to shareholders statements of additional information of the Portfolio; Trust and supplements thereto; (u) costs of stationery; (v) any litigation expenses; (w) indemnification of Trustees and officers of the Trust; (x) all costs of shareholders’ and other meetings; (y) interest on borrowed money, if any; and (z) the fees and other expenses incident to holding meetings of listing the Portfolio's shareholders; (xi) dues or assessments of or contributions to Trust’s shares on the Investment Company Institute NASDAQ Global Select Market or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actother national stock exchange.

Allocation of Expenses. The Advisor agrees that it will furnish Except for the services and facilities to be provided by the Adviser pursuant to a separate administration agreement with the Trust, at the Advisor's expense, with all office space Fund assumes and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also shall pay all compensation expenses for all other Fund operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of all Trustees, officers and employees Additional Information of the Trust who are affiliated persons of Fund provides otherwise, the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed be borne by the Advisor under this Agreement Fund shall be paid by include, without limitation: (a) all expenses of organizing the Trust from Fund; (b) the assets of the Portfolio, as applicable, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation charges and expenses of any registrar, stock transfer or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Trust's Trustees Fund for the safekeeping of its cash, portfolio securities and other property, including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Fund (other than those affiliated with utilized by the Advisor; Adviser in providing the services described in Section 2); (vc) legal and audit expenses; (vi) fees the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the Trust's custodianportfolio securities of the Fund, shareholder servicing including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or transfer agent and accounting services agent; other fees payable by the Fund to federal, state or other governmental agencies; (viif) expenses incident expenses, including the cost of printing certificates, relating to the issuance of Shares of the Portfolio's sharesFund; (g) expenses involved in registering and maintaining registrations of the Fund and of its Shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including issuance on reimbursement of actual expenses incurred by the payment ofAdviser or others in performing such functions for the Fund, or reinvestment ofand including compensation of persons who are employees of the Adviser, dividends; (viii) fees and expenses incident in proportion to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; relative time spent on such matters; (ixh) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and notices other communications to existing shareholders; (i) expenses of preparing and proxy materials printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to shareholders the Fund, including, without limitation, legal services rendered in connection with the Fund’s trust and financial structure and relations with its shareholders, issuance of Shares of the Portfolio; Fund and registration and qualification of Shares under federal, state and other laws; (xl) all other expenses incident to holding meetings the cost and expense of maintaining the books and records of the Portfolio's shareholders; Fund, including general ledger accounting; (xim) dues insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or assessments similar coverage with respect to securities of or contributions to the Investment Company Institute or any successor; Fund; (xiio) interest payable on Fund borrowings; (p) such other non-recurring expenses of the Fund as may arise, including litigation affecting the Trust and the legal obligations expenses of actions, suits or proceedings to which the Trust on behalf of the Fund is a party and expenses resulting from the legal obligation that the Trust on behalf of the Fund may have to indemnify its officers and Trustees provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; and and (xiiir) all other expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted permitted by the Trust and/or Prospectus(es) and Statement of Additional Information of the Portfolio pursuant to Rule 12b-1 under Fund as being paid by the 1940 ActFund.

Allocation of Expenses. The Advisor agrees that it will furnish Except for the services and facilities to be provided by the Adviser pursuant to a separate administration agreement with the Trust, at the Advisor's expense, with each Fund assumes and shall pay all office space expenses for all other Fund operations and facilitiesactivities, and equipment and clerical personnel necessary shall reimburse the Adviser for carrying out its duties under this Agreementany such expenses incurred by the Adviser. The Advisor (Unless the prospectuses or an affiliate thereof) will also pay all compensation statements of all Trustees, officers and employees additional information of the Trust who are affiliated persons Fund provide otherwise, the expenses to be borne by a Fund shall include, without limitation: (a) all expenses of organizing the Advisor. All operating costs and expenses relating to Fund; (b) the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation charges and expenses of any registrar, stock transfer or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Trust's Trustees Fund for the safekeeping of its cash, portfolio securities and other property, including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Fund (other than those affiliated with utilized by the Advisor; Adviser in providing the services described in Section 2); (vc) legal and audit expenses; (vi) fees the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the Trust's custodianportfolio securities of the Fund, shareholder servicing including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or transfer agent and accounting services agent; other fees payable by the Fund to federal, state or other governmental agencies; (viif) expenses incident expenses, including the cost of printing certificates, relating to the issuance of Shares of the Portfolio's sharesFund; (g) expenses involved in registering and maintaining registrations of the Fund and of its Shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including issuance on reimbursement of actual expenses incurred by the payment ofAdviser or others in performing such functions for the Fund, or reinvestment ofand including compensation of persons who are employees of the Adviser, dividends; (viii) fees and expenses incident in proportion to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; relative time spent on such matters; (ixh) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and notices other communications to existing shareholders; (i) expenses of preparing and proxy materials printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to shareholders the Fund, including, without limitation, legal services rendered in connection with the Fund’s trust and financial structure and relations with its shareholders, issuance of Shares of the Portfolio; Fund and registration and qualification of Shares under federal, state and other laws; (xl) all other expenses incident to holding meetings the cost and expense of maintaining the books and records of the Portfolio's shareholders; Fund, including general ledger accounting; (xim) dues insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or assessments similar coverage with respect to securities of or contributions to the Investment Company Institute or any successor; Fund; (xiio) interest payable on Fund borrowings; (p) such other non-recurring expenses of the Fund as may arise, including litigation affecting the Trust and the legal obligations expenses of actions, suits or proceedings to which the Trust on behalf of the Fund is a party and expenses resulting from the legal obligation that the Trust on behalf of the Fund may have to indemnify its officers and Trustees provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; and and (xiiir) all other expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted permitted by the Trust and/or prospectus(es) and statement of additional information of the Portfolio pursuant to Rule 12b-1 under Fund as being paid by the 1940 ActFund.

Allocation of Expenses. The Advisor agrees that expenses of the Fund and the expenses of WRIMCO in performing its functions under this Agreement shall be divided into two classes, to wit: (i) those expenses which will be paid in full by WRIMCO as set forth in subparagraph "A" hereof, and (ii) those expenses which will be paid in full by the Fund, as set forth in subparagraph "B" hereof. A. With respect to the duties of WRIMCO under Section II above, it will furnish shall pay in full, except as to the Trustbrokerage and research services acquired through the allocation of commissions as provided in Section IV hereinafter, at for (a) the Advisor's expense, with salaries and employment benefits of all employees of WRIMCO who are engaged in providing these advisory services; (b) adequate office space and facilitiessuitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. In addition, WRIMCO shall pay the fees and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (expenses of all directors of the Fund who are employees of WRIMCO or an affiliate thereof) will also pay all compensation affiliated corporation and the salaries and employment benefits of all Trustees, officers and employees of the Trust Fund who are affiliated persons of WRIMCO. B. The Fund shall pay in full for all of its expenses which are not listed above (other than those assumed by WRIMCO or its affiliates in their respective capacities as principal underwriter of the Advisor. All operating shares of the Fund, as Shareholder Servicing Agent or as Accounting Services Agent for the Fund), including (a) the costs of preparing and printing prospectuses and reports to shareholders of the Fund, including mailing costs; (b) the costs of printing all proxy statements and all other costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of meetings of shareholders of the PortfolioFund (unless the Fund and WRIMCO shall otherwise agree); (c) interest, as applicabletaxes, includingbrokerage commissions and premiums on fidelity and other insurance; (d) audit fees and expenses of independent accountants and legal fees and expenses of attorneys, but not limited to (i) interest and taxesof attorneys who are employees of WRIMCO or an affiliated company; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vie) fees and expenses of the Trust's custodian, shareholder servicing its directors not affiliated with WRIMCO or transfer agent and accounting services agentits affiliates; (viif) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividendscustodian fees and expenses; (viiig) fees payable by the Fund under the Securities Act of 1933, the 1940 Act, and the securities or "Blue-Sky" laws of any jurisdiction; (h) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successorsuccessor organization; (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting the Trust Fund, and any indemnification by the legal obligations which the Trust may have to indemnify Fund of its officers officers, directors, employees and Trustees agents with respect thereto; (j) the costs and expenses provided for in any Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of this Section III. In the event that any of the foregoing shall, in the first instance, be paid by WRIMCO, the Fund shall pay the same to WRIMCO on presentation of a statement with respect thereto. C. WRIMCO, or an affiliate of WRIMCO, may also act as (i) transfer agent or shareholder servicing agent of the Fund and/or as (ii) accounting services agent of the Fund if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between the Fund and WRIMCO or such affiliate. The corporation, whether WRIMCO or its affiliate, which is the party to such Agreement with the Fund is referred to as the "Agent." Each such Agreement shall provide in substance that it shall not go into effect, or be amended, or a new agreement covering the same topics between the Fund and the Agent be entered into, unless the terms of such Agreement, such amendment or such new agreement have been approved by the Board of Directors of the Fund, including the vote of a majority of the directors who are not "interested persons" as defined in the 1940 Act, of either party to the Agreement, such amendment or such new agreement (considering WRIMCO to be such a party even if at the time in question the Agent is an affiliate of WRIMCO), cast in person at a meeting called for the purpose of voting on such approval. Such a vote is referred to as a "disinterested director" vote. Each such Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the date of its execution and from year to year thereafter only if such continuance is specifically approved at least annually by a disinterested director vote, and that any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued are services required for the operation of the Fund; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (xiiiiv) all expenses which the Trust fees for such services are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality. Any such Agreement may also provide in substance that any disinterested director vote may be conditioned on the favorable vote of the holders of a majority (as defined in or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Act) xx xxx outstanding shares of each class of the Fund. Any such Agreement shall also provide in substance that it may be terminated by the Agent at any time without penalty upon giving the Fund one hundred twenty (120) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Agent sixty (60) days' written notice (which notice may be waived by the Agent), provided that such termination by the Fund shall be directed or approved by the vote of a majority of the Board of Directors of the Fund in office at the time or by the vote of the holders of a majority (as defined in or under the 1940 Act) xx xxx outstanding shares of each class of the Fund.

Allocation of Expenses. The Advisor agrees that it will furnish Sub-adviser shall be responsible for all expenses incurred in performing the Trust, at services set forth in Article II hereof. Such expenses include the Advisor's expense, with all costs incurred in providing sub-advisory services pursuant to this Agreement (such as compensating and furnishing office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons Sub-adviser connected with investment and economic research, trading, and investment management of the AdvisorPortfolios). All operating costs and As described in the Advisory Agreement, the Fund and/or the Adviser pay all other expenses relating to incurred in the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets operation of the Portfolio, as applicable, includingPortfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out-of-pocket expenses, but not limited including the Sub-adviser’s overhead and employee costs); fees payable to (i) the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and taxesother communications expenses; (ii) brokerage commissionstaxes and governmental fees; (iii) insurance premiums; (iv) compensation fees, dues and expenses of incurred by or with respect to the Trust's Trustees other than those affiliated Fund in connection with the Advisormembership in investment company trade organizations; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodianFund’s administrator or of any transfer agent, shareholder servicing registrar, or transfer dividend disbursing agent and accounting services agentof the Fund; (vii) expenses incident payments to the issuance administrator for maintaining the Fund’s financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates; other expenses in connection with the Portfolio's sharesissuance, including issuance on offering, distribution or sale of securities issued by the payment of, or reinvestment of, dividendsFund; (viii) fees expenses relating to investor and public relations; expenses incident to the registration under Federal or state securities laws of the Trust or the registering and qualifying shares of the PortfolioFund for sale; (ix) freight, insurance and other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of preparing, printing and mailing reports and distributing prospectuses, Statements of Additional Information, reports, notices and proxy materials dividends to shareholders stockholders; costs of the Portfoliostationery or other office supplies; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect theretoexpenses; and (xiii) all expenses which costs of stockholders’ and other meetings. Notwithstanding the Trust or foregoing, the Portfolio agree Sub-Advisor shall be obligated to bear in any distribution agreement or in any plan adopted by reimburse the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 ActFund for liabilities incurred as a result of overdrafts.

Allocation of Expenses. Except for the services and facilities to be provided by the Manager set forth in Paragraph 2 above, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Manager for any such expenses incurred by the Manager. The Advisor agrees that it will furnish expenses to be borne by the Trust shall include, without limitation: (a) the charges and expenses of any registrar, share transfer or dividend disbursing agent, custodian, or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property; (b) the charges and expenses of auditors; (c) brokerage commissions for transactions in the portfolio securities of the Trust; (d) all taxes, at the Advisor's expense, with all office space including issuance and facilitiestransfer taxes, and equipment fees payable by the Trust to federal, state or other governmental agencies; (e) the cost of share certificates representing Shares of the Trust; (f) fees involved in registering and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees maintaining registrations of the Trust who are affiliated persons and of its Shares with the Advisor. All operating costs Securities and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to Exchange Commission and various states and other jurisdictions; (ig) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and all expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal shareholders' and audit expenses; (vi) fees Directors' meetings and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing proxy statements, quarterly reports, semiannual reports, annual reports and notices other communications (including Prospectuses) to existing shareholders; (h) compensation and proxy materials to shareholders travel expenses of Directors who are not "interested persons" within the meaning of the Portfolio; 1940 Act; (xi) all the expense of furnishing or causing to be furnished to each shareholder a statement of his account, including the expense of mailing; (j) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust's legal and financial structure and relations with its shareholders, issuance of Trust Shares, and registration and qualification of securities under federal, state and other expenses incident to holding meetings of the Portfolio's shareholders; laws; (xik) membership or association dues or assessments of or contributions to for the Investment Company Institute or any successorsimilar organizations; (l) interest payable on Trust borrowings; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Act.and

Allocation of Expenses. The Advisor agrees that it Adviser will furnish the Trust, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees operating expenses of the Trust who are affiliated persons of Fund, including the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of any employees of the Trust's Trustees Fund and of any other than those affiliated persons rendering any services to the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses (except as otherwise provided below); expenses of registering shares under federal and state securities laws, including expenses incurred by the Fund in connection with the Advisororganization and initial registration of shares of the Fund; (v) legal and audit insurance expenses; (vi) fees and expenses of the Trust's custodian, transfer agent, dividend disbursing agent, shareholder servicing or transfer agent service agent, plan agent, administrator, accounting and accounting pricing services agent; (vii) expenses incident expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the issuance Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of the PortfolioFund's sharesshares (excluding any expenses which the Fund is authorized to pay pursuant to Rule 12b-1 (if applicable) under the Investment Company Act of 1940 (the "1940 Act") as amended); and all other organizational and operating expenses not specifically assumed by the Fund. The Fund will pay all brokerage fees and commissions, including issuance on the payment oftaxes, or reinvestment ofinterest, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust non-interested person trustees (and their legal counsel, if any) and such extraordinary or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations to which the Trust Fund may have to indemnify its be a party and indemnification of the Trust's trustees and officers and Trustees with respect thereto; and (xiii) all . The Fund will also pay any expenses which the Trust or the Portfolio agree it is authorized to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pay pursuant to Rule 12b-1 (if applicable) under the 1940 Act. The Adviser may obtain reimbursement from the Fund, at such time or times as the Adviser may determine in its sole discretion, for any of the expenses advanced by the Adviser, which the Fund is obligated to pay, and such reimbursement shall not be considered to be part of the Adviser's compensation pursuant to this Agreement.

Allocation of Expenses. The Advisor agrees that it will furnish Fund assumes and shall pay all expenses for all other Fund operations and activities and shall reimburse the TrustAdviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Fund provides otherwise, at the Advisor's expenseexpenses to be borne by the Fund shall include, with without limitation: (a) all office space expenses of organizing the Fund; (b) the charges and facilitiesexpenses of any registrar, stock transfer or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Fund for the safekeeping of its cash, portfolio securities and other property, including the costs of servicing shareholder investment accounts, and equipment bookkeeping, accounting and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor pricing services provided to the Fund (or an affiliate thereofother than those utilized by the Adviser in providing the services described in Section 2); (c) will also pay all compensation the charges and expenses of all Trusteesbookkeeping, officers accounting and employees auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust who are affiliated persons Fund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Advisor. All operating costs Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and fund registration, filing or other fees payable by the Fund to federal, state or other governmental agencies; (f) expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets issuance of shares of beneficial interest (“Shares”) of the Portfolio, as applicable, including, but not limited to Fund; (ig) interest expenses involved in registering and taxes; maintaining registrations of the Fund and of its Shares with the Securities and Exchange Commission (ii“SEC”) brokerage commissions; and various states and other jurisdictions; (iiih) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal shareholders’ and audit expenses; (vi) fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's sharestrustees’ meetings, including issuance on the payment ofmeetings of committees, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and notices other communications to existing shareholders; (i) expenses of preparing and proxy materials to shareholders printing prospectuses; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) if approved by the Fund’s Board of Trustees, compensation and expenses of the Portfolio; Fund’s chief compliance officer and expenses associated with the Fund’s compliance program; (xl) all other charges and expenses incident of legal counsel in connection with matters relating to holding meetings the Fund, including, without limitation, legal services rendered in connection with the Fund’s organization and financial structure and relations with its shareholders, issuance of Shares of the Portfolio's shareholders; Fund and registration and qualification of Shares under federal, state and other laws; (xim) dues the cost and expense of maintaining the books and records of the Fund, including general ledger accounting; (n) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act which may also cover the Adviser; (o) expenses incurred in obtaining and maintaining any surety bond or assessments similar coverage with respect to securities of or contributions to the Investment Company Institute or any successor; Fund; (xiip) interest payable on Fund borrowings; (q) such other non-recurring expenses of the Fund as may arise, including litigation affecting expenses of actions, suits or proceedings to which the Trust Fund is a party and expenses resulting from the legal obligations which obligation that the Trust Fund may have to indemnify its officers and Trustees provide indemnity with respect thereto; (r) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; and and (xiiis) all other expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted permitted by the Trust and/or Prospectus and Statement of Additional Information of the Portfolio pursuant to Rule 12b-1 under Fund as being paid by the 1940 ActFund.

Allocation of Expenses. The Advisor agrees that it will furnish Each party to this Agreement shall bear the Trust, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to of performing its obligations hereunder. In this regard, the Portfolio Adviser specifically agrees that the Sub-Adviser shall not expressly assumed by be responsible for the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to following expenses: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (via) fees and expenses incurred in connection with the issuance, registration and transfer of its shares; (b) brokerage and commission expenses incurred by the Fund; (c) all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust's custodianTrust for the benefit of the Fund including all fees and expenses of its Custodian, shareholder servicing or transfer services agent and accounting services agent; ; (viid) interest charges on any Fund borrowings; (e) costs and expenses incident to of pricing and calculating its daily net asset value (including, without limitation, any equipment or services obtained for the issuance purpose of pricing shares or valuing the Fund’s assets) and of maintaining its books of account required under the 1940 Act, except for the expenses incurred by the Sub-Adviser in connection with its services under Section 13 hereunder, which are expenses of the Portfolio's sharesSub-Adviser; (f) Fund taxes, if any; (g) except as stated below, expenditures in connection with meetings of the Fund’s shareholders and the Board; (h) salaries and expenses of officers of the Trust, including issuance on without limitation the payment ofTrust’s Chief Compliance Officer, or reinvestment of, dividends; (viii) and fees and expenses incident of members of the Board or members of any advisory board or committee; (i) insurance premiums on property or personnel of the Fund which inure to its benefit, including liability and fidelity bond insurance; (j) legal, auditing and accounting fees of the registration under Federal Fund and trade association dues or state securities laws educational program expenses of the Trust or the shares Board of Trustees; and (k) fees and expenses (including legal fees) of registering and maintaining registration of the PortfolioFund’s shares for sale under applicable securities laws; (ix) all expenses of preparingmaintaining and servicing shareholder accounts, printing including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and mailing reports and notices and proxy materials to shareholders other agents for the benefit of the Portfolio; (x) all other expenses incident Fund, if any. The Sub-Adviser specifically agrees that with respect to holding meetings the operation of the Portfolio's shareholders; Fund, the Sub-Adviser shall be responsible for (xii) dues or assessments of or contributions providing the personnel, office space, furnishings, equipment and reasonably necessary to provide its sub-advisory services to the Investment Company Institute Fund hereunder, and (ii) the costs of any special Board meetings or shareholder meetings convened for the primary benefit of the Sub-Adviser. Nothing in this Agreement shall alter the allocation of expenses and costs agreed upon between the Fund and the Adviser in the Advisory Agreement or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations other agreement to which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actthey are parties.

Allocation of Expenses. The Advisor agrees that it (a) We will furnish pay the Trustfollowing expenses in connection with the sales and distribution of shares of the Funds: (i) expenses pertaining to the preparation of our audited and certified financial statements to be included in any amendments (“Amendments”) to our Registration Statement under the 1933 Act, at including the Advisor's expenseProspectuses and Statements of Additional Information included therein; (ii) expenses pertaining to the preparation (including legal fees) and printing of all Amendments or supplements filed with the Securities and Exchange Commission, with all office space including the copies of the Prospectuses and facilitiesStatements of Additional Information included in such Amendments and the first ten (10) copies of the definitive Prospectuses and Statements of Additional Information or supplements thereto, other than those necessitated by or related to your (including your “Parents”) activities where such amendments or supplements result in expenses which we would not otherwise have incurred; (iii) expenses pertaining to the preparation, printing, and equipment distribution of any reports or communications, including Prospectuses and clerical personnel Statements of Additional Information, which are sent to our existing shareholders; (iv) filing and other fees to federal and state securities regulatory authorities necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers to register and employees maintain registration of the Trust who are affiliated persons shares; and (v) expenses of the Advisor. All operating Agent, including all costs and expenses relating to in connection with the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets issuance, transfer and registration of the Portfolioshares, as applicable, including, including but not limited to any taxes and other governmental charges in connection therewith. (b) Except to the extent that you are entitled to compensation under the provisions of any of the Distribution Plans for the Funds, you will pay the following expenses: (i) interest expenses of printing additional copies of the Prospectus and taxesStatement of Additional Information and any amendments or supplements thereto which are necessary to continue to offer our shares to the public; and (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident pertaining to the issuance printing of the Portfolio's sharesadditional copies, including issuance on the payment offor use by you as sales literature, of reports or reinvestment ofother communications which have been prepared for distribution to our existing shareholders or incurred by you in advertising, dividends; (viii) fees promoting and expenses incident selling our shares to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actpublic.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser as set forth in Paragraph 2 above, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. The Advisor agrees that it will furnish expenses to be borne by the Trust shall include, without limitation: (a) the charges and expenses of any registrar, stock transfer or dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property or agent performing fund accounting services; (b) payments under the Trust's distribution plan or plans adopted pursuant to rule 12b-1 under the 1940 Act; (c) the charges and expenses of independent auditors; (d) brokerage commissions and any other costs incurred for transactions in the portfolio securities of the Trust; (e) all taxes, at the Advisor's expense, with all office space including issuance and facilitiestransfer taxes, and equipment corporate fees payable by the Trust to Federal, state or other governmental agencies; (f) the cost of stock certificates (if any) representing shares of the Trust; (g) expenses involved in registering and clerical personnel necessary maintaining registrations of the Trust and of its shares with the Securities and Exchange Commission and various states and other jurisdictions, including reimbursements of actual expenses incurred by the Adviser in performing such functions for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all the Trust and including compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating Adviser in proportion to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to time spent on such matters; (ih) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and all expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal shareholders' and audit expenses; (vi) fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's sharesTrustees' meetings, including issuance on the payment of, or reinvestment of, dividends; (viii) fees meetings of committees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing proxy statements, quarterly reports, semi-annual reports, annual reports and notices and proxy materials other communications to shareholders (but not expenses of printing and mailing any such documents used for promotional purposes); (i) all expenses of preparing and setting in type prospectuses, and expenses of printing and mailing the same to shareholders (but not expenses of printing and mailing of prospectuses and literature used for promotional purposes); (j) compensation and travel expenses of Trustees who are not "interested persons" within the meaning of the Portfolio; 1940 Act; (xk) all the expense of furnishing, or causing to be furnished, to each shareholder a statement of the shareholder's account, including the expense of mailing; (l) charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust's corporate and financial structure and relations with its shareholders, issuance of Trust shares and registration and qualification of securities under Federal, state and other laws; (m) the expenses incident to holding of attendance at professional meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to organizations such as the Investment Company Institute by the Trustees and officers of the Trust, and the membership or any successor; association dues of such organizations; (xiin) such non-recurring expenses as may arisethe cost and expense of maintaining the books and records of the Trust, including litigation affecting general ledger accounting; (o) the Trust expense of obtaining and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiiimaintaining insurance including a fidelity bond as required by Section 17(g) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under of the 1940 Act.; (p) interest payable on Trust borrowings; and

Allocation of Expenses. The Advisor agrees that it will furnish Except for the Trustservices and facilities to be provided by the Manager set forth in Paragraph 2 above, at the Advisor's expense, with Company assumes and shall pay all office space expenses for all other Company operations and facilities, activities and equipment and clerical personnel necessary shall reimburse the Manager for carrying out its duties under this Agreementany such expenses incurred by the Manager. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed be borne by the Advisor under this Agreement Company shall be paid by include, without limitation: (a) the Trust from the assets of the Portfolio, as applicable, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation charges and expenses of any registrar, share transfer or dividend disbursing agent, custodian, or depository appointed by the Trust's Trustees Company for the safekeeping of its cash, portfolio securities and other than those affiliated with property; (b) the Advisor; (v) legal and audit expenses; (vi) fees charges and expenses of auditors; (c) brokerage commissions for transactions in the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance portfolio securities of the Portfolio's sharesCompany; (d) all taxes, including issuance on and transfer taxes, and fees payable by the payment ofCompany to federal, state or reinvestment of, dividends; other governmental agencies; (viiie) the cost of share certificates representing Shares of the Company; (f) fees involved in registering and expenses incident to the registration under Federal or state securities laws maintaining registrations of the Trust or Company and of its Shares with the shares Securities and Exchange Commission and various states and other jurisdictions; (g) all expenses of the Portfolio; (ix) expenses shareholders' and Directors' meetings and of preparing, printing and mailing proxy statements, quarterly reports, semiannual reports, annual reports and notices other communications (including Prospectuses) to existing shareholders; (h) compensation and proxy materials to shareholders travel expenses of Directors who are not "interested persons" within the meaning of the Portfolio; 1940 Act; (xi) all the expense of furnishing or causing to be furnished to each shareholder a statement of his account, including the expense of mailing; (j) charges and expenses of legal counsel in connection with matters relating to the Company, including, without limitation, legal services rendered in connection with the Company's legal and financial structure and relations with its shareholders, issuance of Company Shares, and registration and qualification of securities under Federal, state and other expenses incident to holding meetings of the Portfolio's shareholders; laws; (xik) membership or association dues or assessments of or contributions to for the Investment Company Institute or any successorsimilar organizations; (l) interest payable on Company borrowings; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Act.and

Allocation of Expenses. The Advisor agrees that it will furnish Except for the Trustservices and facilities to be provided by the Manager as set forth in Paragraph 2 above, at the Advisor's expense, with all office space Trust assumes and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also shall pay all expenses for all other Trust operations and activities and shall reimburse the Manager for any such expenses incurred by the Manager. In addition, the Manager shall pay the compensation and expenses of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs Manager and expenses relating the Manager shall make available, without expense to the Portfolio not expressly assumed Trust, the services of the Manager’s directors, officers and employees as may be duly elected Trustees and officers of the Trust, subject to their individual consent to serve and to any limitations imposed by the Advisor under this Agreement shall law. The expenses to be paid borne by the Trust from the assets shall include, without limitation: (a) organization expenses of the Portfolio, as applicable, includingTrust (including out-of-pocket expenses, but not limited including the Manager’s overhead or employee costs); (b) fees payable to the Manager; (ic) interest legal expenses; (d) auditing and taxes; accounting expenses; (iie) brokerage commissions; (iii) insurance premiums; (iv) compensation maintenance of books and expenses records that are required to be maintained by the Trust’s custodian or other agents of the Trust's Trustees ; (f) telephone, telex, facsimile, postage and other than those affiliated communications expenses; (g) taxes and governmental fees; (h) fees, dues and expenses incurred by the Trust in connection with membership in investment company trade organizations and the Advisor; expense of attendance at professional meetings of such organizations; (v) legal and audit expenses; (vii) fees and expenses of accounting agents, custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; (j) payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; (k) expenses of preparing share certificates; (l) expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; ; (viim) expenses incident relating to investor and public relations provided by parties other than the issuance Manager; (n) expenses and fees of the Portfolio's shares, including issuance on the payment of, registering or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws qualifying shares of beneficial interest of the Trust or for sale; (o) interest charges, bond premiums and other insurance expenses; (p) freight, insurance and other charges in connection with the shares shipment of the Portfolio; Trust’s portfolio securities; (ixq) the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of the Manager; (r) brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Trust; (s) expenses of preparingprinting and distributing reports, notices and dividends to shareholders; (t) expenses of preparing and setting in type, printing and mailing reports prospectuses and notices and proxy materials to shareholders statements of additional information of the Portfolio; Trust and supplements thereto; (u) costs of stationery; (v) any litigation expenses; (w) indemnification of Trustees and officers of the Trust; (x) all costs of shareholders’ and other meetings; (y) interest on borrowed money, if any; and (z) the fees and other expenses incident to holding meetings of listing the Portfolio's shareholders; (xi) dues or assessments of or contributions to Trust’s shares on the Investment Company Institute New York Stock Exchange or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actother national stock exchange.

Allocation of Expenses. The Advisor agrees that it (a) Each Company will furnish pay the Trust, at following expenses in connection with the Advisor's expense, with all office space sales and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation distribution of all Trustees, officers and employees Shares of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to Company: (i) interest expenses pertaining to the preparation of the Company’s audited and taxes; certified financial statements to be included in any amendments (“Amendments”) to the Company’s Registration Statements under the 1933 Act, including the Prospectuses and Statements of Additional Information included therein; (ii) brokerage commissions; expenses pertaining to the preparation (including legal fees) and printing of all Amendments or supplements filed with the SEC, including the copies of the Prospectuses and Statements of Additional Information included in the Amendments and the first ten (10) copies of the definitive Prospectuses and Statements of Additional Information or supplements thereto, other than those necessitated by or related to your activities where such Amendments or supplements result in expenses which the Company would not otherwise have incurred; (iii) insurance premiumsexpenses pertaining to the preparation, printing, and distribution of any reports or communications, including Prospectuses and Statements of Additional Information, which are sent to the Company’s existing shareholders; and (iv) compensation filing and expenses other fees to federal and state securities regulatory authorities necessary to register and maintain registration of the Trust's Trustees other than those affiliated with Shares. (b) Except to the Advisor; (v) legal and audit expenses; (vi) fees and expenses extent that you are entitled to compensation under the provisions of the Trust's custodianDistribution Plan for a Company, shareholder servicing or transfer agent and accounting services agent; you will pay the following expenses: (vii) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ixi) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders additional copies of the Portfolio; (x) all other expenses incident Prospectuses and Statements of Additional Information and any amendments or supplements thereto which are necessary to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions continue to offer a Company’s Shares to the Investment Company Institute Eligible Investors; (ii) expenses pertaining to the preparation (excluding legal fees) and printing of all Amendments and supplements to a Company’s Registration Statements if the Amendment or any successor; (xii) such non-recurring supplement arises from or is necessitated by or related to your activities where those expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may would not otherwise have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted been incurred by the Trust and/or Company; and (iii) expenses pertaining to the Portfolio pursuant printing of additional copies, for use by you as sales literature, of reports or other communications which have been prepared for distribution to Rule 12b-1 under a Company’s existing shareholders or incurred by you in advertising, promoting and selling the 1940 ActCompany’s Shares to the Eligible Investors.

Allocation of Expenses. Except for the services and facilities to be provided by IMCO set forth in paragraph 2 above and the services provided by IMCO set forth in any other Agreement between the Trust and IMCO, the Trust assumes and shall pay all expenses for all other Fund operations and activities and shall reimburse IMCO for any such expenses incurred by IMCO. The Advisor agrees that it will furnish expenses to be borne by the TrustTrust shall include, at without limitation: (a) the Advisorcharges and expenses of any registrar, share transfer or dividend disbursing agent, custodian, or depository appointed by the Trust for the safekeeping of a Fund's expensecash, with portfolio securities and other property; (b) the charges and expenses of auditors; (c) brokerage commissions, if any, for transactions in the portfolio securities of the Funds; (d) all office space taxes, including issuance and facilitiestransfer taxes, and equipment fees payable by a Fund to federal, state or other governmental agencies; (e) the cost of share certificates representing Shares of a Fund; (f) fees involved in registering and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees maintaining registrations of the Trust who are affiliated persons and of its Shares with the Advisor. All operating costs Securities and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to Exchange Commission and various states and other jurisdictions; (ig) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and all expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal shareholders' and audit expenses; (vi) fees Directors' meetings and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing proxy statements, quarterly reports, semiannual reports, annual reports and notices other communications (including prospectuses) to existing shareholders; (h) computation of each Fund's net asset value per Share, including the use of equipment or services to price or value the Fund's investment portfolio; (i) compensation and proxy materials to shareholders travel expenses of Directors who are not "interested persons" of the Portfolio; (x) all other expenses incident to holding meetings Trust within the meaning of the Portfolio1940 Act; (j) the expense of furnishing or causing to be furnished to each shareholder of a Fund a statement of the shareholder's account, including the expense of mailing; (k) charges and expenses of legal counsel in connection with matters relating to the Funds, including, without limitation, legal services rendered in connection with the Funds' legal and financial structure and relations with its shareholders; , issuance of Fund Shares, and registration and qualification of securities under federal, state and other laws; (xil) membership or association dues or assessments of or contributions to for the Investment Company Institute or any successorsimilar organizations; (m) interest payable on Fund borrowings; and (xiin) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actpostage.

Allocation of Expenses. The Advisor agrees that it will furnish Except for the Trustservices and facilities to be provided by the Manager set forth in Paragraph 2 above, at the Advisor's expense, with Company assumes and shall pay all office space expenses for all other Company operations and facilities, activities and equipment and clerical personnel necessary shall reimburse the Manager for carrying out its duties under this Agreementany such expenses incurred by the Manager. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed be borne by the Advisor under this Agreement Company shall be paid by include, without limitation: (a) the Trust from the assets of the Portfolio, as applicable, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation charges and expenses of any registrar, share transfer or dividend disbursing agent, custodian, or depository appointed by the Trust's Trustees Company for the safekeeping of its cash, portfolio securities and other than those affiliated with property; (b) the Advisor; (v) legal and audit expenses; (vi) fees charges and expenses of auditors; (c) brokerage commissions for transactions in the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance portfolio securities of the Portfolio's sharesCompany; (d) all taxes, including issuance on and transfer taxes, and fees payable by the payment ofCompany to Federal, state or reinvestment of, dividends; other governmental agencies; (viiie) the cost of share certificates representing Shares of the Company; (f) fees involved in registering and expenses incident to the registration under Federal or state securities laws maintaining registrations of the Trust or Company and of its Shares with the shares Securities and Exchange Commission and various states and other jurisdictions; (g) all expenses of the Portfolio; (ix) expenses shareholders' and Directors' meetings and of preparing, printing and mailing proxy statements, quarterly reports, semiannual reports, annual reports and notices other communications (including Prospectuses) to existing shareholders; (h) compensation and proxy materials to shareholders travel expenses of Directors who are not "interested persons" within the meaning of the Portfolio; 1940 Act; (xi) all the expense of furnishing or causing to be furnished to each shareholder a statement of his account, including the expense of mailing; (j) charges and expenses of legal counsel in connection with matters relating to the Company, including, without limitation, legal services rendered in connection with the Company's legal and financial structure and relations with its shareholders, issuance of Company Shares, and registration and qualification of securities under Federal, state and other expenses incident to holding meetings of the Portfolio's shareholders; laws; (xik) membership or association dues or assessments of or contributions to for the Investment Company Institute or any successorsimilar organizations; (l) interest payable on Company borrowings; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Act.and

Allocation of Expenses. The Advisor agrees that it will furnish Sub-adviser shall be responsible for all expenses incurred in performing the Trust, at services set forth in Article II hereof. Such expenses include the Advisor's expense, with all costs incurred in providing sub-advisory services pursuant to this Agreement (such as compensating and furnishing office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons Sub-adviser connected with investment and economic research, trading, and investment management of the AdvisorPortfolios). All operating costs and As described in the Advisory Agreement, the Fund and/or the Adviser pay all other expenses relating to incurred in the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets operation of the Portfolio, as applicable, includingPortfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out-of-pocket expenses, but not limited including the Sub-adviser’s overhead and employee costs); fees payable to (i) the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and taxesother communications expenses; (ii) brokerage commissionstaxes and governmental fees; (iii) insurance premiums; (iv) compensation fees, dues and expenses of incurred by or with respect to the Trust's Trustees other than those affiliated Fund in connection with the Advisormembership in investment company trade organizations; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodianFund’s administrator or of any transfer agent, shareholder servicing registrar, or transfer dividend disbursing agent and accounting services agentof the Fund; (vii) expenses incident payments to the issuance administrator for maintaining the Fund’s financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates; other expenses in connection with the Portfolio's sharesissuance, including issuance on offering, distribution or sale of securities issued by the payment of, or reinvestment of, dividendsFund; (viii) fees expenses relating to investor and public relations; expenses incident to the registration under Federal or state securities laws of the Trust or the registering and qualifying shares of the PortfolioFund for sale; (ix) freight, insurance and other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of preparing, printing and mailing reports and distributing prospectuses, Statements of Additional Information, reports, notices and proxy materials dividends to shareholders stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders’ and other meetings. Notwithstanding the Portfolio; (x) all other expenses incident foregoing, the Sub-adviser shall be obligated to holding meetings reimburse the Fund for liabilities incurred as a result of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations overdrafts for which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 ActSub-adviser is solely responsible.

Allocation of Expenses. The Advisor agrees that it will furnish Except for the services and facilities to be provided by the Adviser pursuant to a separate administration agreement with the Trust, at the Advisor's expense, with Fund assumes and shall pay all office space expenses for all other Fund operations and facilitiesactivities, and equipment and clerical personnel necessary shall reimburse the Adviser for carrying out its duties under this Agreementany such expenses incurred by the Adviser. The Advisor (Unless the Prospectus or an affiliate thereof) will also pay all compensation Statement of all Trustees, officers and employees Additional Information of the Trust who are affiliated persons of Fund provides otherwise, the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed be borne by the Advisor under this Agreement Fund shall be paid by include, without limitation: (a) all expenses of organizing the Trust from Fund; (b) the assets of the Portfolio, as applicable, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation charges and expenses of any registrar, stock transfer or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Trust's Trustees Fund for the safekeeping of its cash, portfolio securities and other property, including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Fund (other than those affiliated with utilized by the Advisor; Adviser in providing the services described in Section 2); (vc) legal and audit expenses; (vi) fees the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the Trust's custodianportfolio securities of the Fund, shareholder servicing including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or transfer agent and accounting services agent; other fees payable by the Fund to federal, state or other governmental agencies; (viif) expenses incident expenses, including the cost of printing certificates, relating to the issuance of Shares of the Portfolio's sharesFund; (g) expenses involved in registering and maintaining registrations of the Fund and of its Shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including issuance on reimbursement of actual expenses incurred by the payment ofAdviser or others in performing such functions for the Fund, or reinvestment ofand including compensation of persons who are employees of the Adviser, dividends; (viii) fees and expenses incident in proportion to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; relative time spent on such matters; (ixh) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and notices other communications to existing shareholders; (i) expenses of preparing and proxy materials printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to shareholders the Fund, including, without limitation, legal services rendered in connection with the Fund’s trust and financial structure and relations with its shareholders, issuance of Shares of the Portfolio; Fund and registration and qualification of Shares under federal, state and other laws; (xl) all other expenses incident to holding meetings the cost and expense of maintaining the books and records of the Portfolio's shareholders; Fund, including general ledger accounting; (xim) dues insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or assessments similar coverage with respect to securities of or contributions to the Investment Company Institute or any successor; Fund; (xiio) interest payable on Fund borrowings; (p) such other non-recurring expenses of the Fund as may arise, including litigation affecting the Trust and the legal obligations expenses of actions, suits or proceedings to which the Trust on behalf of the Fund is a party and expenses resulting from the legal obligation that the Trust on behalf of the Fund may have to indemnify its officers and Trustees provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; and and (xiiir) all other expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted permitted by the Trust and/or Prospectus and Statement of Additional Information of the Portfolio pursuant to Rule 12b-1 under Fund as being paid by the 1940 ActFund.

Allocation of Expenses. The Advisor agrees that it will furnish Fund assumes and shall pay all expenses for all other Fund operations and activities and shall reimburse the TrustAdviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of Additional Information of the Fund provides otherwise, at the Advisor's expenseexpenses to be borne by the Fund shall include, with without limitation: (a) all office space expenses of organizing the Fund; (b) the charges and facilitiesexpenses of any registrar, stock transfer or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Fund for the safekeeping of its cash, portfolio securities and other property, including the costs of servicing shareholder investment accounts, and equipment bookkeeping, accounting and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor pricing services provided to the Fund (or an affiliate thereofother than those utilized by the Adviser in providing the services described in Section 2); (c) will also pay all compensation the charges and expenses of all Trusteesbookkeeping, officers accounting and employees auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust who are affiliated persons Fund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Advisor. All operating costs Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and fund registration, filing or other fees payable by the Fund to federal, state or other governmental agencies; (f) expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets issuance of Shares of the Portfolio, as applicable, including, but not limited to Fund; (g) expenses involved in registering and maintaining registrations of the Fund and of its Shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions; (h) expenses involved in registering and maintaining registrations of the Fund and of its Shares with the New York Stock Exchange; (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal shareholders’ and audit expenses; (vi) fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's sharesdirectors’ meetings, including issuance on the payment ofmeetings of committees, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and notices other communications to existing shareholders; (j) expenses of preparing and proxy materials to shareholders printing prospectuses; (k) compensation and expenses of directors who are not affiliated with the Adviser; (l) if approved by the Fund’s Board of Directors, compensation and expenses of the Portfolio; Fund’s chief compliance officer and expenses associated with the Fund’s compliance program; (xm) all other charges and expenses incident of legal counsel in connection with matters relating to holding meetings the Fund, including, without limitation, legal services rendered in connection with the Fund’s organization and financial structure and relations with its shareholders, issuance of Shares of the Portfolio's shareholders; Fund and registration and qualification of Shares under federal, state and other laws; (xin) dues the cost and expense of maintaining the books and records of the Fund, including general ledger accounting; (o) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act which may also cover the Adviser; (p) expenses incurred in obtaining and maintaining any surety bond or assessments similar coverage with respect to securities of or contributions to the Investment Company Institute or any successor; Fund; (xiiq) interest payable on Fund borrowings; (r) such other non-recurring expenses of the Fund as may arise, including litigation affecting expenses of actions, suits or proceedings to which the Trust Fund is a party and expenses resulting from the legal obligations which obligation that the Trust Fund may have to indemnify its officers and Trustees provide indemnity with respect thereto; (s) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; and and (xiiit) all other expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted permitted by the Trust and/or Prospectus and Statement of Additional Information of the Portfolio pursuant to Rule 12b-1 under Fund as being paid by the 1940 ActFund.

Allocation of Expenses. The Advisor agrees that it (a) We will furnish pay the Trustfollowing expenses in connection with the sales and distribution of Common Shares of the Fund: (i) expenses pertaining to the preparation of our audited and certified financial statements to be included in any amendments (“Amendments”) to our Registration Statement under the 1933 Act, at including the Advisor's expenseProspectuses and Statements of Additional Information included therein; (ii) expenses (including legal fees) pertaining to the preparation and printing of all Amendments or supplements filed with the Securities and Exchange Commission, with all office space including the copies of the Prospectuses and facilitiesStatements of Additional Information included in such Amendments and the first ten (10) copies of the definitive Prospectuses and Statements of Additional Information or supplements thereto, other than those necessitated by or related to your (including your “Parents”) activities where such amendments or supplements result in expenses which we would not otherwise have incurred; (iii) expenses pertaining to the preparation, printing, and equipment distribution of any reports or communications, including Prospectuses and clerical personnel Statements of Additional Information, which are sent to our existing shareholders; (iv) filing and other fees to federal and state securities regulatory authorities necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers to register and employees maintain registration of the Trust who are affiliated persons Common Shares; and (v) expenses of the Advisor. All operating Agent, including all costs and expenses relating to in connection with the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets issuance, transfer and registration of the PortfolioCommon Shares, as applicable, including, including but not limited to any taxes and other governmental charges in connection therewith. (b) Except to the extent that you are entitled to reimbursement under the provisions of the Class B or Class C Service and Distribution Plans or the Class A or Class Q Shareholder Service Plans or Class R Shareholder Service and Distribution Plan for the Fund, you will pay the following expenses: (i) interest expenses of printing additional copies of the Prospectus and taxes; Statement of Additional Information and any amendments or supplements thereto which are necessary to continue to offer our Common Shares to the public; (ii) brokerage commissionsexpenses (excluding legal fees) pertaining to the preparation and printing of all amendments and supplements to our Registration Statement if the Amendment or supplement arises from or is necessitated by or related to your (including your “Parent”) activities where those expenses would not otherwise have been incurred by us; and (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident pertaining to the issuance printing of the Portfolio's sharesadditional copies, including issuance on the payment offor use by you as sales literature, of reports or reinvestment ofother communications which have been prepared for distribution to our existing shareholders or incurred by you in advertising, dividends; (viii) fees promoting and expenses incident selling our Common Shares to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actpublic.

Allocation of Expenses. The Advisor agrees that it will furnish Sub-adviser shall be responsible for all expenses incurred in performing the Trust, at services set forth in Article II hereof. Such expenses include the Advisor's expense, with all costs incurred in providing sub-advisory services pursuant to this Agreement (such as compensating and furnishing office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons Sub-adviser connected with investment and economic research, trading, and investment management of the AdvisorPortfolios). All operating costs and As described in the Advisory Agreement, the Fund and/or the Adviser pay all other expenses relating to incurred in the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets operation of the Portfolio, as applicable, includingPortfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Fund and/or the Portfolios: organization and certain offering expenses of the Fund (including out-of-pocket expenses, but not limited including the Sub-adviser’s overhead and employee costs); fees payable to (i) the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and taxesother communications expenses; (ii) brokerage commissionstaxes and governmental fees; (iii) insurance premiums; (iv) compensation fees, dues and expenses of incurred by or with respect to the Trust's Trustees other than those affiliated Fund in connection with the Advisormembership in investment company trade organizations; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodianFund’s administrator or of any transfer agent, shareholder servicing registrar, or transfer dividend disbursing agent and accounting services agentof the Fund; (vii) expenses incident payments to the issuance administrator for maintaining the Fund’s financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates; other expenses in connection with the Portfolio's sharesissuance, including issuance on offering, distribution or sale of securities issued by the payment of, or reinvestment of, dividendsFund; (viii) fees expenses relating to investor and public relations; expenses incident to the registration under Federal or state securities laws of the Trust or the registering and qualifying shares of the PortfolioFund for sale; (ix) freight, insurance and other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of preparing, printing and mailing reports and distributing prospectuses, Statements of Additional Information, reports, notices and proxy materials dividends to shareholders stockholders; costs of the Portfoliostationery or other office supplies; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect theretoexpenses; and (xiii) all expenses which costs of stockholders’ and other meetings. Notwithstanding the Trust or foregoing, the Portfolio agree Sub-adviser shall be obligated to bear in any distribution agreement or in any plan adopted reimburse the Fund for liabilities incurred as a result of overdrafts caused by an error by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 ActSub-adviser.

Allocation of Expenses. The Advisor agrees that it will furnish Except for the services and facilities to be provided by the Adviser pursuant to a separate administration agreement with the Trust, at the Advisor's expense, with all office space Trust assumes and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also shall pay all compensation expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of all Trustees, officers and employees Additional Information of the Trust who are affiliated persons provides otherwise, the expenses to be borne by the Trust shall include, without limitation: (a) all expenses of organizing the Trust; (b) the charges and expenses of any registrar, stock transfer and dividend disbursing agent, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property and pricing services provided to the Trust (other than those utilized by the Adviser in providing the services described in Section 2); (c) the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Advisor. All operating costs Trust, including any portion of such commissions attributable to brokerage and expenses research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Trust to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the Portfolio not expressly assumed issuance of Shares of the Trust; (g) expenses involved in registering and maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and other jurisdictions, including reimbursement of actual expenses incurred by the Advisor under this Agreement shall be paid by Adviser or others in performing such functions for the Trust from the assets Trust; (h) expenses of the Portfolioshareholders’ and trustees’ meetings, as applicableincluding meetings of committees, includingand of preparing, but not limited printing and distributing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and other communications to existing shareholders; (i) interest expenses of preparing and taxes; printing prospectuses and marketing materials; (ii) brokerage commissions; (iii) insurance premiums; (ivj) compensation and expenses of the Trust's Trustees other than those trustees who are not affiliated with the Advisor; Adviser; (vk) legal and audit expenses; (vi) fees charges and expenses of legal counsel in connection with matters relating to the Trust's custodian, shareholder servicing or transfer agent including, without limitation, legal services rendered in connection with the Trust and accounting services agent; (vii) expenses incident to the financial structure and relations with its shareholders, issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws Shares of the Trust or and registration and qualification of Shares under federal, state and other laws; (l) the shares cost and expense of maintaining the books and records of the Portfolio; Trust, including general ledger accounting; (ixm) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act which may also cover the Adviser; (n) expenses of preparing, printing incurred in obtaining and mailing reports and notices and proxy materials maintaining any surety bond or similar coverage with respect to shareholders securities of the Portfolio; Trust; (xo) all other expenses incident to holding meetings of the Portfolio's shareholders; interest payable on Trust borrowings; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xiip) such other non-recurring expenses of the Trust as may arise, including litigation affecting expenses of actions, suits or proceedings to which the Trust is a party and expenses resulting from the legal obligations which obligation that the Trust may have to indemnify its officers and Trustees provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; (r) listing fees and expenses; and and (xiiis) all other expenses which permitted by the Prospectus and Statement of Additional Information of the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted as being paid by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 ActTrust.

Allocation of Expenses. The Advisor agrees that it will furnish Each party to this Agreement shall bear the Trust, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed by of performing its obligations hereunder. In this regard, the Advisor under this Agreement specifically agrees that the Sub-adviser shall not be paid by responsible for the Trust from the assets of the Portfolio, as applicable, including, but not limited to following expenses: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (via) fees and expenses incurred in connection with the issuance, registration and transfer of its shares; (b) brokerage and commission expenses incurred by the Series; (c) all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust's custodianFund for the benefit of the Series including all fees and expenses of its Custodian, shareholder servicing or transfer services agent and accounting services agent; ; (viid) interest charges on any Series borrowings; (e) costs and expenses incident to of pricing and calculating its daily net asset value (including, without limitation, any equipment or services obtained for the issuance purpose of pricing shares or valuing the Series’ assets) and of maintaining its books of account required under the 1940 Act, except for the expenses incurred by the Sub-adviser in connection with its services under Section 13 hereunder, which are expenses of the Portfolio's sharesSub-adviser; (f) Series taxes, if any; (g) except as stated below, expenditures in connection with meetings of the Series’ shareholders and the Board; (h) salaries and expenses of officers of the Fund, including issuance without limitation the Fund’s Chief Compliance Officer, and fees and expenses of members of the Board or members of any advisory board or committee; (i) insurance premiums on property or personnel of the payment ofSeries which inure to its benefit, including liability and fidelity bond insurance; (j) legal, auditing and accounting fees of the Series and trade association dues or reinvestment of, dividendseducational program expenses of the Fund or the Board; and (viiik) fees and expenses incident (including legal fees) of registering and maintaining registration of the Series’ shares for sale under applicable securities laws; all expenses of maintaining and servicing shareholder accounts, including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Series, if any. The Sub-adviser specifically agrees that with respect to the registration under Federal or state securities laws operation of the Trust Series, the Sub-adviser shall be responsible for (i) providing the personnel, office space, furnishings, and equipment reasonably necessary to provide its sub-advisory services to the Series hereunder, and (ii) the costs of any special Board meetings or shareholder meetings convened for the shares primary benefit of the Portfolio; (ix) Sub-adviser. Additionally, the Sub-adviser agrees that the Sub-adviser shall be responsible for reasonable expenses incurred by the Series or Advisor in responding to a legal, administrative, judicial or regulatory action, claim, or suit involving the Sub-adviser to which neither the Series nor the Advisor is a party. Nothing in this Agreement shall alter the allocation of preparing, printing expenses and mailing reports costs agreed upon between the Series and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of Advisor in the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute Advisory Agreement or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations other agreement to which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actthey are parties.

Allocation of Expenses. The Advisor agrees that it will furnish Sub-adviser shall be responsible for all expenses incurred in performing the Trust, at services set forth in Article II hereof. Such expenses include the Advisor's expense, with all costs incurred in providing sub-advisory services pursuant to this Agreement (such as compensating and furnishing office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons Sub-adviser connected with investment and economic research, trading, and investment management of the AdvisorPortfolios). All operating costs and As described in the Advisory Agreement, the Fund and/or the Adviser pay all other expenses relating to incurred in the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets operation of the Portfolio, as applicable, includingPortfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Fund and/or the Portfolios: organization and certain offering expenses of the Fund (including out-of-pocket expenses, but not limited including the Sub-adviser’s overhead and employee costs); fees payable to (i) the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and taxesother communications expenses; (ii) brokerage commissionstaxes and governmental fees; (iii) insurance premiums; (iv) compensation fees, dues and expenses of incurred by or with respect to the Trust's Trustees other than those affiliated Fund in connection with the Advisormembership in investment company trade organizations; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodianFund’s administrator or of any transfer agent, shareholder servicing registrar, or transfer dividend disbursing agent and accounting services agentof the Fund; (vii) expenses incident payments to the issuance administrator for maintaining the Fund’s financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates; other expenses in connection with the Portfolio's sharesissuance, including issuance on offering, distribution or sale of securities issued by the payment of, or reinvestment of, dividendsFund; (viii) fees expenses relating to investor and public relations; expenses incident to the registration under Federal or state securities laws of the Trust or the registering and qualifying shares of the PortfolioFund for sale; (ix) freight, insurance and other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of preparing, printing and mailing reports and distributing prospectuses, Statements of Additional Information, reports, notices and proxy materials dividends to shareholders stockholders; costs of the Portfoliostationery or other office supplies; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect theretoexpenses; and (xiii) all expenses which costs of stockholders’ and other meetings. Notwithstanding the Trust or foregoing, the Portfolio agree Sub-adviser shall be obligated to bear in any distribution agreement or in any plan adopted by reimburse the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 ActFund for liabilities incurred as a result of overdrafts.

Allocation of Expenses. With respect to the Great-West Funds set forth on Schedule A: (a) The Advisor agrees that it will furnish Adviser shall be responsible for all of its expenses incurred in performing the Trustservices set forth in Article I hereunder. Such expenses include, at the Advisor's expensebut are not limited to, with all costs incurred in providing investment advisory services, fund operations, and accounting services; compensating and furnishing office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust Adviser connected with investment and economic research, trading, and investment management of Great-West Funds; and paying all fees of all directors of Great-West Funds who are affiliated persons of the Advisor. All operating costs Adviser or any of its subsidiaries. (b) Great-West Funds pays all other expenses incurred in its operation and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets all of the Portfolio, as applicableits general administrative expenses, including, but not limited to (i) interest to, redemption expenses, expenses of portfolio transactions, pricing costs, interest, charges of the custodian and transfer agent, if any, cost of auditing and tax services, independent directors’ fees and expenses, fund and independent director legal expenses, industry association membership expenses, state franchise and other taxes; (ii) brokerage commissions; (iii) , expenses of registering the shares under Federal and state securities laws, Securities and Exchange Commission fees, insurance premiums; (iv) compensation and expenses , costs of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vi) fees and expenses maintenance of the Trust's custodiancorporate existence, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance costs of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports regulatory documents to current shareholders, stock certificates, costs of corporate meetings, administrative services fees incurred pursuant to the Administrative Services Agreement between Great-West Funds and notices Great-West Life & Annuity Insurance Company (“Administrative Services Fees”), distribution and proxy materials to shareholders of the Portfolio; (x) all other expenses incident incurred under a plan adopted pursuant to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to rule 12b-1 under the Investment Company Institute or Act, and any successor; (xii) such non-recurring expenses as may ariseextraordinary expenses, including litigation affecting costs. With respect to the Trust and Great-West Funds set forth on Schedule B, the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) Adviser shall be responsible for all expenses which incurred in performing the Trust or the Portfolio agree to bear services set forth in any this Agreement and all other expenses, except that Great-West Funds shall pay all Administrative Services Fees, distribution agreement or in any and other expenses incurred under a plan adopted by the Trust and/or the Portfolio pursuant to Rule rule 12b-1 under the 1940 Investment Company Act, and any extraordinary expenses, including litigation costs.

Allocation of Expenses. The Advisor agrees that expenses of the Fund and the expenses of WRIMCO in performing its functions under this Agreement shall be divided into two classes, to wit: (i) those expenses which will be paid in full by WRIMCO as set forth in subparagraph "A" hereof, and (ii) those expenses which will be paid in full by the Fund, as set forth in subparagraph "B" hereof. A. With respect to the duties of WRIMCO under Section II above, it will furnish shall pay in full, except as to the Trustbrokerage and research services acquired through the allocation of commissions as provided in Section IV hereinafter, at for (a) the Advisor's expense, with salaries and employment benefits of all employees of WRIMCO who are engaged in providing these advisory services; (b) adequate office space and facilitiessuitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. In addition, WRIMCO shall pay the fees and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (expenses of all directors of the Fund who are employees of WRIMCO or an affiliate thereof) will also pay all compensation affiliated corporation and the salaries and employment benefits of all Trustees, officers and employees of the Trust Fund who are affiliated persons of WRIMCO. B. The Fund shall pay in full for all of its expenses which are not listed above (other than those assumed by WRIMCO or its affiliates in their respective capacities as principal underwriter of the Advisor. All operating shares of the Fund, as Shareholder Servicing Agent or as Accounting Services Agent for the Fund), including (a) the costs of preparing and printing prospectuses and reports to shareholders of the Fund, including mailing costs; (b) the costs of printing all proxy statements and all other costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of meetings of shareholders of the PortfolioFund (unless the Fund and WRIMCO shall otherwise agree); (c) interest, as applicabletaxes, includingbrokerage commissions and premiums on fidelity and other insurance; (d) audit fees and expenses of independent accountants and legal fees and expenses of attorneys, but not limited to (i) interest and taxesof attorneys who are employees of WRIMCO or an affiliated company; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vie) fees and expenses of the Trust's custodian, shareholder servicing its directors not affiliated with WRIMCO or transfer agent and accounting services agentits affiliates; (viif) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividendscustodian fees and expenses; (viiig) fees payable by the Fund under the Securities Act of 1933, the 1940 Act, and the securities or "Blue-Sky" laws of any jurisdiction; (h) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successorsuccessor organization; (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting the Trust Fund, and any indemnification by the legal obligations which the Trust may have to indemnify Fund of its officers officers, directors, employees and Trustees agents with respect thereto; (j) the costs and (xiii) all expenses which the Trust or the Portfolio agree to bear provided for in any distribution Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of this Section III. In the event that any of the foregoing shall, in the first instance, be paid by WRIMCO, the Fund shall pay the same to WRIMCO on presentation of a statement with respect thereto. C. WRIMCO, or an affiliate of WRIMCO, may also act as (i) transfer agent or shareholder servicing agent of the Fund and/or as (ii) accounting services agent of the Fund if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between the Fund and WRIMCO or such affiliate. The corporation, whether WRIMCO or its affiliate, which is the party to such Agreement with the Fund is referred to as the "Agent." Each such Agreement shall provide in substance that it shall not go into effect, or be amended, or a new agreement covering the same topics between the Fund and the Agent be entered into, unless the terms of such Agreement, such amendment or in any plan adopted such new agreement have been approved by the Trust and/or Board of Directors of the Portfolio pursuant to Rule 12b-1 under Fund, including the vote of a majority of the directors who are not "interested persons" as defined in the 1940 Act, of either party to the Agreement, such amendment or such new agreement (considering WRIMCO to be such a party even if at the time in question the Agent is an affiliate of WRIMCO), cast in person at a meeting called for the purpose of voting on such approval. Such a vote is referred to as a "disinterested director" vote. Each such Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the date of its execution and from year to year thereafter only if such continuance is specifically approved at least annually by a disinterested director vote, and that any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued are services required for the operation of the Fund; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality. Any such Agreement may also provide in substance that any disinterested director vote may be conditioned on the favorable vote of the holders of a majority (as defined in or under the 0000 Xxx) of the outstanding shares of each class of the Fund. Any such Agreement shall also provide in substance that it may be terminated by the Agent at any time without penalty upon giving the Fund one hundred twenty (120) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Agent sixty (60) days' written notice (which notice may be waived by the Agent), provided that such termination by the Fund shall be directed or approved by the vote of a majority of the Board of Directors of the Fund in office at the time or by the vote of the holders of a majority (as defined in or under the 0000 Xxx) of the outstanding shares of each class of the Fund.

Allocation of Expenses. The Advisor Adviser agrees that it will furnish the Trust, at the AdvisorAdviser's expense, with all office space and space, facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (Adviser agrees that it will supply, or an affiliate thereof) cause to be supplied, to any sub-adviser, administrator or principal underwriter of the Trust all necessary financial information in connection with such sub-adviser's, administrator's or principal underwriter's duties under any agreement between such sub- adviser, administrator or principal underwriter and the Trust. The Adviser will also pay all compensation of all the Trust's officers, employees, and Trustees, officers and employees of the Trust if any, who are affiliated persons of the AdvisorAdviser. The Trust agrees to bear the costs of preparing and setting in type its prospectuses, statements of additional information and reports to its shareholders, and the costs of printing or otherwise producing and distributing those copies of such prospectuses, statements of additional information and reports as are sent to its shareholders. All operating costs and expenses relating to the Portfolio not expressly assumed by the Advisor Adviser under this Agreement or by such sub-adviser, administrator or principal underwriter shall be paid by the Trust from the assets of the Portfolio, as applicableTrust, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's its Trustees other than those affiliated with the AdvisorAdviser or such sub-adviser, administrator or principal underwriter; (v) legal and audit expenses; (vi) custodian and transfer agent, or shareholder servicing agent, fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agentexpenses; (vii) expenses incident to the issuance of the Portfolio's shares, its shares (including issuance on the payment of, or reinvestment of, dividends); (viii) fees and expenses incident to the registration under Federal or state State securities laws of the Trust or the shares of the Portfolioits shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials material to shareholders of the PortfolioTrust; (x) all other expenses incident incidental to holding meetings of the PortfolioTrust's shareholders; and (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations for which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 ActTrustees.

Allocation of Expenses. The Advisor agrees that it (a) With respect to the operation of the Fund, the Adviser will furnish be responsible for (i) providing the Trustpersonnel, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel reasonably necessary for carrying out to perform its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to (i) interest and taxesobligations hereunder; (ii) brokerage commissionsthe expenses of printing and distributing extra copies of the Fund’s prospectus, statement of additional information, and sales and advertising materials (but not the legal, auditing or accounting fees attendant thereto) to prospective investors (but not to existing shareholders); and (iii) insurance premiums; any costs of liquidating or reorganizing the Fund if the liquidation or reorganization is made at the request of the Adviser (iv) compensation and unless such cost is otherwise allocated by the Board). If the Adviser has agreed to limit the operating expenses of the Trust's Trustees Fund, the Adviser also will be responsible on a monthly basis for any operating expenses that exceed the agreed upon expense limit, subject to the terms of such agreement. (b) The Fund is responsible for and has assumed the obligation for payment of its expenses, other than those affiliated as stated in Section 4(a) above, including but not limited to: the Fund’s initial organizational and offering expenses, fees and expenses (including legal fees) incurred in connection with the Advisorissuance, registration (and maintenance of registration) and transfer of its shares; (v) legal commissions, spreads, fees and audit expensesother expenses connected with the acquisition, holding, disposition of securities and other investments including placement and similar fees in connection with direct placements; (vi) all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Fund including all fees and expenses of the Trust's its custodian, shareholder servicing or transfer services agent and accounting services agent; (vii) all expenses incident incurred in connection with borrowings; dividend and interest expenses related to short sales; costs and expenses of pricing and calculating its net asset value and of maintaining its books of account required under the issuance 1940 Act; taxes, if any; expenditures in connection with meetings of the Portfolio's sharesBoard that are properly payable by the Fund; expenditures in connection with meetings or solicitations of shareholders, including issuance on proxy or consent solicitations therefor (except for expenses related to any shareholder meeting convened or shareholder consent solicited as a result of a change of control of the payment ofAdviser or otherwise convened or solicited for the primary benefit of the Adviser which expenses shall be borne by the Adviser), or reinvestment ofas determined by the Board; salaries and expenses, dividendsif any, of officers of the Fund; (viii) fees and expenses incident to the registration under Federal or state securities laws of members of the Trust Board or the shares members of any advisory board or committee; insurance premiums on property or personnel of the PortfolioFund which inure to its benefit, including liability and fidelity bond insurance; (ix) the cost of preparing and printing reports, proxy statements, the Prospectus of the Fund or other communications for distribution to existing shareholders; legal, auditing and accounting fees; trade association dues or educational program expenses determined appropriate by the Board; all expenses of preparing, printing maintaining and mailing reports and notices and proxy materials to shareholders servicing shareholder accounts of the PortfolioFund maintained with the Fund’s transfer agent, including all charges for transfer, shareholder recordkeeping, distribution disbursing, redemption; (x) and all other expenses incident to holding meetings charges and costs of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or its operation plus any successor; (xii) such extraordinary and non-recurring expenses including litigation, proceedings, claims and indemnification obligations to its directors, officers, service providers and shareholders, except as herein otherwise prescribed. (c) The Adviser may arisevoluntarily or contractually absorb certain Fund expenses. (d) To the extent the Adviser incurs any costs by assuming expenses which are an obligation of the Fund as set forth herein, the Fund will promptly reimburse the Adviser for such costs and expenses, except to the extent the Adviser has otherwise agreed to bear such expenses. To the extent the services for which the Fund is obligated to pay are performed by the Adviser, the Adviser will be entitled to recover from such Fund to the extent of the Adviser’s actual costs for providing such services. In determining the Adviser’s actual costs, the Adviser may take into account an allocated portion of the salaries and overhead of personnel performing such services. (e) To the extent that the Adviser pays fees in addition to any Fund servicing fees to financial intermediaries, including litigation affecting banks, broker-dealers, financial advisors or pension administrators, for sub-administration, sub-transfer agency or any other shareholder servicing services associated with shareholders whose shares are held in omnibus or other group accounts, the Trust Adviser will report such payments regularly to the Fund, including the amounts paid and the legal obligations which relevant financial institutions. (f) The fee payable to the Trust may have to indemnify its officers and Trustees Adviser under this Agreement with respect thereto; and (xiii) all expenses which to the Trust or Fund may be reduced to the Portfolio agree to bear in extent of any distribution agreement or in any plan adopted receivable owed by the Trust and/or Adviser to the Portfolio pursuant Fund (provided that such obligation is not subject to Rule 12b-1 a good faith dispute) or as required under any operating expense limitation agreement applicable to the 1940 ActFund.

Allocation of Expenses. The Advisor Adviser agrees that it will furnish the TrustFund, at the Advisor's its expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor Adviser agrees that it will supply to any administrator (or an affiliate thereofthe "Administrator") will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons Fund all necessary financial information in connection with the Administrator's duties under any agreement between the Administrator and the Fund on behalf of the AdvisorFund. All operating costs and expenses relating associated with any administrative functions delegated by the Adviser to the Portfolio Administrator that are not pursuant to any agreement between the Administrator and the Fund or the Adviser and the Fund will be paid by the Adviser. All other costs and expenses not expressly assumed by the Advisor Adviser under this Agreement or by the Administrator under the administration agreement between it and the Fund on behalf of the Fund shall be paid by the Trust Fund from the assets of the Portfolio, as applicableFund, including, but not limited to (i) fees paid to the Adviser and the Administrator; (ii) interest and taxes; (iiiii) brokerage commissions; (iiiiv) insurance premiums; (ivv) compensation and expenses of the Trust's Trustees directors other than those affiliated with the Advisoradviser or the administrator; (vvi) legal legal, accounting and audit expenses; (vivii) fees and expenses of the Trust's custodianany transfer agent, distributor, registrar, dividend disbursing agent or shareholder servicing or transfer agent and accounting services agentof the Fund; (viiviii) expenses expenses, including clerical expenses, incident to the issuance issuance, redemption or repurchase of shares of the Portfolio's sharesFund, including issuance on the payment of, or reinvestment of, dividends; (viiiix) fees and expenses incident to the registration under Federal or state securities laws of the Trust Fund or the shares of the Portfolioits shares; (ixx) expenses of preparing, setting in type, printing and mailing prospectuses, statements of additional information, reports and notices and proxy materials material to shareholders of the PortfolioFund; (xxi) all other expenses incident incidental to holding meetings of the PortfolioFund's shareholders; (xixii) dues or assessments expenses connected with the execution, recording and settlement of or contributions portfolio securities transactions; (xiii) fees and expenses of the Fund's custodian for all services to the Investment Company Institute or any successorFund, including safekeeping of funds and securities and maintaining required books and accounts; (xiixiv) expenses of calculating net asset value of the shares of the Fund; (xv) industry membership fees allocable to the Fund; and (xvi) such non-recurring extraordinary expenses as may arise, including litigation affecting the Trust Fund and the legal obligations which the Trust Fund may have to indemnify its the officers and Trustees directors with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Act.

Allocation of Expenses. The Advisor agrees that it Manager will furnish the Trust, at the Advisor's expense, with bear all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating of its employees and overhead incurred by it in connection with its duties hereunder except as noted in Section 5 below. All other expenses (other than those to the Portfolio not expressly assumed be paid by the Advisor Fund's distributor under this Agreement a distribution agreement), shall be paid by the Trust from the assets of the Portfolio, as applicableFund, including, but not limited to to: (ia) interest expense, taxes and taxes; governmental fees; (iib) brokerage commissions; commissions and other expenses incurred in acquiring or disposing of the Fund's securities and commodities holdings; (iiic) insurance premiums; premiums for fidelity and other coverage requisite to the Fund's operations; (ivd) compensation and expenses fees of the Trust's Trustees other than those affiliated who are interested persons of the Fund and out-of-pocket travel expenses for all Trustees and other expenses incurred by the Fund in connection with the Advisor; Trustees' meetings; (ve) legal outside legal, accounting and audit expenses; ; (vif) custodian, dividend disbursing, and transfer agent fees and expenses; (g) expenses in connection with the issuance, offering, sale or underwriting of securities issued by the Fund, including preparation of stock certificates; (h) fees and expenses of the Trust's custodianexpenses, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's sharesother than as hereinabove provided, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws qualification of the Trust or Fund's shares for sale with the shares of the Portfolio; Commission and in various states and foreign jurisdictions; (ixi) expenses of preparing, printing and mailing reports and notices and proxy materials material to shareholders of the Portfolio; Fund's shareholders; (xj) all other expenses incident incidental to holding meetings of the PortfolioFund's shareholders; (k) expenses of organizing the Fund; and (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xiil) such extraordinary non-recurring expenses as may arise, including litigation affecting the Trust Fund and the legal obligations which obligation the Trust Fund may have to indemnify its officers and Trustees with respect thereto; . Notwithstanding the foregoing, the Manager shall pay all salaries and (xiii) all expenses which fees of each of the Trust or Fund's officers and Trustees who are interested persons of the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 ActManager.

Allocation of Expenses. The Advisor agrees that it will furnish Sub-adviser shall be responsible for all expenses incurred by Sub-adviser in performing the Trust, at services set forth in Article II hereof. These expenses include only the Advisor's expense, with all costs incurred in providing sub-advisory services pursuant to this Agreement (such as compensating and furnishing office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs Sub-adviser connected with investment and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets economic research, trading, and investment management of the Portfolio). As described in the Advisory Agreement, as applicable, includingthe Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Adviser or the Fund: organization and offering expenses of the Fund (including out-of-pocket expenses, but not limited including the Sub-adviser’s overhead and employee costs); fees payable to (i) the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and taxesother communications expenses; (ii) brokerage commissionstaxes and governmental fees; (iii) insurance premiums; (iv) compensation fees, dues and expenses of incurred by or with respect to the Trust's Trustees other than those affiliated Fund in connection with the Advisormembership in investment company trade organizations; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodianFund’s Administrator or of any transfer agent, shareholder servicing registrar, or transfer dividend disbursing agent and accounting services agentof the Fund; (vii) expenses incident payments to the issuance Administrator for maintaining the Fund’s financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates; other expenses in connection with the Portfolio's sharesissuance, including issuance on offering, distribution or sale of securities issued by the payment of, or reinvestment of, dividendsFund; (viii) fees expenses relating to investor and public relations; expenses incident to the registration under Federal or state securities laws of the Trust or the registering and qualifying shares of the PortfolioFund for sale; (ix) freight, insurance and other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions, xxxx-ups, ticket charges, transfer taxes, custodian fees or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of preparing, printing and mailing reports and distributing prospectuses, Statements of Additional Information, reports, notices and proxy materials dividends to shareholders stockholders; costs of the Portfoliostationery or other office supplies; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect theretoexpenses; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actcosts of stockholders’ and other meetings.

Allocation of Expenses. The Advisor agrees that it will furnish Except for the Trustservices and facilities to be provided by the Administrator set forth in paragraph 2 above and the services provided by the Administrator set forth in an Management Agreement between the Company and the Administrator, at the Advisor's expense, with Fund assumes and shall pay all office space expenses for all other Fund operations and facilities, activities and equipment and clerical personnel necessary shall reimburse the Administrator for carrying out its duties under this Agreementany such expenses incurred by the Administrator. The Advisor expenses to be borne by the Fund shall include, without limitation: (a) the charges and expenses of any registrar, share transfer or an affiliate thereof) will also pay all compensation of all Trusteesdividend disbursing agent, officers and employees custodian, or depository appointed by the Company for the safekeeping of the Trust who are affiliated persons of Fund's cash, portfolio securities and other property; (b) the Advisor. All operating costs charges and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to auditors; 108327 (i) interest and taxes; (iic) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses , if any, for transactions in the portfolio securities of the Trust's Trustees other than those affiliated with the Advisor; Fund; (vd) legal and audit expenses; (vi) fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's sharesall taxes, including issuance on and transfer taxes, and fees payable by the payment ofFund to federal, state or reinvestment of, dividends; other governmental agencies; (viiie) the cost of share certificates representing Shares of the Fund; (f) fees involved in registering and expenses incident to the registration under Federal or state securities laws maintaining registrations of the Trust or Company and of its Shares with the shares Securities and Exchange Commission and various states and other jurisdictions; (g) all expenses of the Portfolio; (ix) expenses shareholders' and Directors' meetings and of preparing, printing and mailing proxy statements, quarterly reports, semiannual reports, annual reports and notices and proxy materials other communications (including prospectuses) to shareholders existing shareholders; (h) computation of the Portfolio; Fund's net asset value per share, including the use of equipment or services to price or value the Fund's investment portfolio; (xi) all other compensation and travel expenses incident to holding meetings of Directors who are not "interested persons" within the meaning of the Portfolio1940 Act; (j) the expense of furnishing or causing to be furnished to each shareholder a statement of his account, including the expense of mailing; (k) charges and expenses of legal counsel in connection with matters relating to the Fund, including, without limitation, legal services rendered in connection with the Fund's legal and financial structure and relations with its shareholders; , issuance of Fund Shares, and registration and qualification of securities under federal, state and other laws; (xil) membership or association dues or assessments of or contributions to for the Investment Company Institute or any successorsimilar organizations; (m) interest payable on Fund borrowings; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Act.and

Allocation of Expenses. The Advisor agrees that it will furnish Sub-adviser shall be responsible for all expenses incurred in performing the Trust, at services set forth in Article II hereof. These expenses include only the Advisor's expense, with all costs incurred in providing sub-advisory services pursuant to this Agreement (such as compensating and furnishing office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs Sub-adviser connected with investment and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets economic research, trading, and investment management of the Portfolio). As described in the MCM Agreement, as applicable, includingthe Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Subadviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out-of-pocket expenses, but not limited including the Subadviser’s overhead and employee costs); fees payable to (i) the Subadviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and taxesother communications expenses; (ii) brokerage commissionstaxes and governmental fees; (iii) insurance premiums; (iv) compensation fees, dues and expenses of incurred by or with respect to the Trust's Trustees other than those affiliated Fund in connection with the Advisormembership in investment company trade organizations; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodianFund’s Administrator or of any transfer agent, shareholder servicing registrar, or transfer dividend disbursing agent and accounting services agentof the Fund; (vii) expenses incident payments to the issuance Administrator for maintaining the Fund’s financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates; other expenses in connection with the Portfolio's sharesissuance, including issuance on offering, distribution or sale of securities issued by the payment of, or reinvestment of, dividendsFund; (viii) fees expenses relating to investor and public relations; expenses incident to the registration under Federal or state securities laws of the Trust or the registering and qualifying shares of the PortfolioFund for sale; (ix) freight, insurance and other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of preparing, printing and mailing reports and distributing prospectuses, Statements of Additional Information, reports, notices and proxy materials dividends to shareholders stockholders; costs of the Portfoliostationery or other office supplies; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect theretoexpenses; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actcosts of stockholders’ and other meetings.

Allocation of Expenses. The Advisor agrees that expenses of the Trust and the expenses of WRIMCO in performing its functions under this Agreement shall be divided into two classes, to wit: (i) those expenses which will be paid in full by WRIMCO as set forth in subparagraph “A” hereof, and (ii) those expenses which will be paid in full by each Fund, as set forth in subparagraph “B” hereof. A. With respect to the duties of WRIMCO under Section II above, it will furnish shall pay in full, except as to the Trustbrokerage and research services acquired through the allocation of commissions as provided in Section IV hereinafter, at for (a) the Advisor's expense, with salaries and employment benefits of all employees of WRIMCO who are engaged in providing these advisory services; (b) adequate office space and facilitiessuitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. WRIMCO shall compensate each of the Funds’ Sub-advisers, if any. In addition, WRIMCO shall pay the fees and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (expenses of all trustees of the Trust who are employees of WRIMCO or an affiliate thereof) will also pay all compensation affiliated corporation and the salaries and employment benefits of all Trustees, officers and employees of the Trust who are affiliated persons of WRIMCO. B. The Funds shall pay in full for all of their respective expenses which are not listed above (other than those assumed by WRIMCO or its affiliates in their respective capacities as principal underwriter of the Advisor. All operating shares of each of the Funds, as Shareholder Servicing Agent or as Accounting Services Agent for the Funds), including (a) the costs of preparing and printing prospectuses and reports to shareholders of the Funds, including mailing costs; (b) the costs of printing all proxy statements and all other costs and expenses relating to of meetings of shareholders of the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by Funds (unless the Trust from the assets and WRIMCO shall otherwise agree); (c) interest, taxes, brokerage commissions and premiums on fidelity and other insurance; (d) audit fees and expenses of the Portfolio, as applicable, includingindependent accountants and legal fees and expenses of attorneys, but not limited to (i) interest and taxesof attorneys who are employees of WRIMCO or an affiliated company; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vie) fees and expenses of the Trust's custodian, shareholder servicing its trustees not affiliated with WRIMCO or transfer agent and accounting services agentits affiliates; (viif) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividendscustodian fees and expenses; (viiig) fees payable by the Trust and/or the Funds under the Securities Act of 1933, the 1940 Act, and the securities or “Blue-Sky” laws of any jurisdiction; (h) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successorsuccessor organization; (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting the Trust and/or the Funds, and the legal obligations which any indemnification by the Trust may have to indemnify of its officers officers, trustees, employees and Trustees agents with respect thereto; (j) the costs and (xiii) all expenses which the Trust or the Portfolio agree to bear provided for in any distribution agreement Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of this Section III. In the event that any of the foregoing shall, in any plan adopted the first instance, be paid by WRIMCO, a Fund shall pay the same to WRIMCO on presentation of a statement with respect thereto. C. WRIMCO or an affiliate of WRIMCO, may also act as (i) transfer agent or shareholder servicing agent of each Fund of the Trust and/or as (ii) accounting services agent of each Fund of the Portfolio pursuant to Rule 12b-1 under Trust if at the 1940 Acttime in question there is a separate agreement, “Shareholder Servicing Agreement” and/or “Accounting Services Agreement,” covering such functions between the Trust and WRIMCO, or such affiliate.

Allocation of Expenses. The Advisor agrees that it During the term of this Agreement, the Funds will furnish bear all expenses not expressly assumed by TFAI incurred in the operation of each Fund and the offering of its shares. Without limiting the generality of the foregoing: (a) Each Fund shall pay (i) fees payable to TFAI pursuant to this Agreement; (ii) the cost (including brokerage commissions, if any) incurred in connection with purchases and sales of the Fund's portfolio securities; (iii) expenses of organizing the Fund; (iv) filing fees and expenses relating to registering and qualifying and maintaining the registration and qualification of a Fund's shares for sale under federal and state securities laws; (v) its allocable share of the compensation, fees and reimbursements paid to the Trust's non-interested Trustees; (vi) custodian and transfer agent fees; (vii) legal and accounting expenses allocable to the Fund, at including costs for local representation in Delaware and fees of special counsel, if any, for the Advisor's expenseindependent Trustees; (viii) all federal, state and local tax (including stamp, excise, income and franchise taxes) and the preparation and filing of all returns and reports in connection therewith; (ix) cost of certificates and delivery to purchasers; (x) expenses of preparing and filing reports with federal and state regulatory authorities; (xi) expenses of shareholders' meetings and of preparing, printing and distributing proxy statements (unless otherwise agreed to by the Trust and TFAI); (xii) costs of any liability, uncollectible items of deposit and other insurance or fidelity bonds; (xiii) any costs, expenses or losses arising out of any liability of or claim for damage or other relief asserted against the Trust for violation of any law; (xiv) expenses of preparing, typesetting and printing prospectuses and supplements thereto for existing shareholders and of reports and statements to shareholders; (xv) fees and expenses in connection with membership in investment company organizations and 12b-1 fees; and (xvi) any extraordinary expenses incurred by the Trust on behalf of the Fund; (b) TFAI shall pay (i) all office space and facilities, and equipment and clerical personnel necessary for carrying out expenses incurred by it in the performance of its duties under this Agreement. The Advisor ; and (or an affiliate thereofii) will also pay all compensation compensation, fees and expenses of all Trustees, officers and employees Trustees of the Trust Trust, except for such Trustees who are affiliated not interested persons (as defined in the 0000 Xxx) of TFAI; (c) If, for any fiscal year, the total expenses of each of the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicableFunds, including, but not limited to: the fees to (i) interest TFAI, compensation to its custodian, transfer agent, registrar, auditors and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) legal counsel, printing expense, and fees, compensation and expenses to Trustees who are not interested persons, exceed any expense limitation imposed by applicable state law, TFAI shall reimburse the Fund for such excess in the manner and to the extent required by applicable state law; provided, however, that TFAI shall reimburse the Fund for the amount of such expenses which exceed the expense cap of the TrustFund's Trustees average daily net assets as listed in Schedule A attached to this Agreement. For purposes of this sub-paragraph, "total expenses" shall not include interest, taxes, litigation expenses, brokerage commissions or other than those affiliated with the Advisor; (v) legal and audit expenses; (vi) fees and expenses costs incurred in acquiring or disposing of any of the TrustFund's custodianportfolio securities, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident incurred pursuant to the issuance Fund's Plan of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration Distribution under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under of the 1940 Act, or any costs arising other than in the ordinary and necessary course of the Fund's business.

Allocation of Expenses. The Advisor agrees that expenses of the Corporation and the expenses of WRIMCO in performing its functions under this Agreement shall be divided into two classes, to wit: (i) those expenses which will be paid in full by WRIMCO as set forth in subparagraph "A" hereof, and (ii) those expenses which will be paid in full by the Corporation, as set forth in subparagraph "B" hereof. A. With respect to the duties of WRIMCO under Section II above, it will furnish shall pay in full, except as to the Trustbrokerage and research services acquired through the allocation of commissions as provided in Section IV hereinafter, at for (a) the Advisor's expense, with salaries and employment benefits of all employees of WRIMCO who are engaged in providing these advisory services; (b) adequate office space and facilitiessuitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. In addition, WRIMCO shall pay the fees and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (expenses of all directors of the Corporation who are employees of WRIMCO or an affiliate thereof) will also pay all compensation affiliated corporation and the salaries and employment benefits of all Trustees, officers and employees of the Trust Corporation who are affiliated persons of WRIMCO. B. The Corporation shall pay in full for all of its expenses which are not listed above (other than those assumed by W&R or its affiliates in their respective capacities as principal underwriter of the Advisor. All operating shares of the Corporation, as Shareholder Servicing Agent or as Accounting Services Agent for the Corporation), including (a) the costs of preparing and printing prospectuses and reports to shareholders of the Corporation including mailing costs; (b) the costs of printing all proxy statements and all other costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of meetings of shareholders of the PortfolioCorporation (unless the Corporation and WRIMCO shall otherwise agree); (c) interest, as applicabletaxes, includingbrokerage commission and premiums on fidelity and other insurance; (d) audit fees and expenses of independent accountants and legal fees and expenses of attorneys, but not limited to (i) interest and taxesof attorneys who are employees of WRIMCO or an affiliated company; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vie) fees and expenses of the Trust's custodian, shareholder servicing its directors not affiliated with WRIMCO or transfer agent and accounting services agentits affiliates; (viif) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividendscustodian fees and expenses; (viiig) fees payable by the Corporation under the Securities Act of 1933, the 1940 Act, and the securities or "Blue-Sky" laws of any jurisdiction; (h) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successorsuccessor organization; (xiii) such non-non recurring or extraordinary expenses as may arise, including litigation affecting the Trust Corporation and any indemnification by the legal obligations which the Trust may have to indemnify Corporation of its officers officers, directors, employees and Trustees agents with respect thereto; (j) the costs and expenses provided for in any Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of this Section III. In the event that any of the foregoing shall, in the first instance, be paid by WRIMCO, the Corporation shall pay the same to WRIMCO on presentation of a statement with respect thereto. C. WRIMCO, or an affiliate of WRIMCO, may also act as (i) transfer agent or shareholder servicing agent of the Corporation and/or as (ii) accounting services agent of the Corporation if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between the Corporation and WRIMCO or such affiliate. The corporation, whether WRIMCO or its affiliate, which is the party to such Agreement with the Corporation is referred to as the "Agent." Each such Agreement shall provide in substance that it shall not go into effect, or be amended, or a new agreement covering the same topics between the Corporation and the Agent be entered into unless the terms of such Agreement, such amendment or such new agreement have been approved by the Board of Directors of the Corporation, including the vote of a majority of the directors who are not "interested persons" as defined in the 1940 Act, of either party to the Agreement, such amendment or such new agreement (considering WRIMCO to be such a party even if at the time in question the Agent is an affiliate of WRIMCO), cast in person at a meeting called for the purpose of voting on such approval. Such a vote is referred to as a "disinterested director" vote. Each such Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the date of its execution and from year to year thereafter only if such continuance is specifically approved at least annually by a disinterested director vote, and that any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Corporation and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued are services required for the operation of the Corporation; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (xiiiiv) all expenses which the Trust fees for such services are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality. Any such Agreement may also provide in substance that any disinterested director vote may be conditioned on the favorable vote of the holders of a majority (as defined in or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Act) xx xxx outstanding shares of each class of the Corporation. Any such Agreement shall also provide in substance that it may be terminated by the Agent at any time without penalty upon giving the Corporation one hundred twenty (120) days' written notice (which notice may be waived by the Corporation) and may be terminated by the Corporation at any time without penalty upon giving the Agent sixty (60) days' written notice (which notice may be waived by the Agent), provided that such termination by the Corporation shall be directed or approved by the vote of a majority of the Board of Directors of the Corporation in office at the time or by the vote of the holders of a majority (as defined in or under the 1940 Act) xx xxx outstanding shares of each class of the Corporation.

Allocation of Expenses. The Advisor agrees that it (a) We will furnish pay the following expenses in connection with the sales and distribution of shares of the Trust: (i) expenses pertaining to the preparation of our audited and certified financial statements to be included in any amendments ("Amendments") to our Registration Statement under the 1933 Act, at including the Advisor's expenseProspectuses and Statements of Additional Information included therein; (ii) expenses pertaining to the preparation (including legal fees) and printing of all Amendments or supplements filed with the Securities and Exchange Commission, with all office space including the copies of the Prospectuses and facilitiesStatements of Additional Information included in such Amendments and the first ten (10) copies of the definitive Prospectuses and Statements of Additional Information or supplements thereto, other than those necessitated by or related to your (including your "Parents") activities where such amendments or supplements result in expenses which we would not otherwise have incurred; (iii) expenses pertaining to the preparation, printing, and equipment distribution of any reports or communications, including Prospectuses and clerical personnel Statements of Additional Information, which are sent to our existing shareholders; (iv) filing and other fees to federal and state securities regulatory authorities necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers to register and employees maintain registration of the Trust who are affiliated persons shares; and (v) expenses of the Advisor. All operating Agent, including all costs and expenses relating to in connection with the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets issuance, transfer and registration of the Portfolioshares, as applicable, including, including but not limited to any taxes and other governmental charges in connection therewith. (b) Except to the extent that you are entitled to reimbursement under the provisions of any of the Distribution Plans for the Trust, you will pay the following expenses: (i) interest expenses of printing additional copies of the Prospectus and taxes; Statement of Additional Information and any amendments or supplements thereto which are necessary to continue to offer our shares to the public; (ii) brokerage commissionsexpenses pertaining to the preparation (excluding legal fees) and printing of all amendments and supplements to our Registration Statement if the Amendment or supplement arises from or is necessitated by or related to your (including your "Parent") activities where those expenses would not otherwise have been incurred by us; and (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident pertaining to the issuance printing of the Portfolio's sharesadditional copies, including issuance on the payment offor use by you as sales literature, of reports or reinvestment ofother communications which have been prepared for distribution to our existing shareholders or incurred by you in advertising, dividends; (viii) fees promoting and expenses incident selling our shares to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actpublic.

Allocation of Expenses. Except for the services and facilities to be provided by the Adviser as set forth in Paragraph 1 above, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. The Advisor agrees that it will furnish expenses to be borne by the Trust shall include, without limitation: (a) The charges and expenses of any registrar, stock transfer or dividend disbursing agent, custodian, or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property; (b) The charges and expenses of auditors; (c) Brokerage commissions for transactions in the portfolio securities of the Trust; (d) All taxes, including issuance and transfer taxes, and corporate fees payable by the Trust to Federal, state or other governmental agencies; (e) The cost of stock certificates (if any) representing shares of the Trust; (f) Expenses involved in registering and maintaining registrations of the Trust and of its shares with the Securities and Exchange Commission and various states and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser in performing such functions for the Trust, at and including compensation of persons who are Adviser employees in proportion to the Advisor's expenserelative time spent on such matters; (g) All expenses of shareholders' and Trustees' meetings, with all office space and facilitiesincluding meetings of committees, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing proxy statements, quarterly reports, semi-annual reports, annual reports and notices other communications to shareholders; (h) All expenses of preparing and proxy materials setting in type prospectuses, and expenses of printing and mailing the same to shareholders (but not expenses of printing and mailing of prospectuses and literature used for promotional purposes in accordance with Paragraph 1(c) above); (i) Compensation and travel expenses of Trustees who are not "interested persons" within the meaning of the Portfolio1940 Act; (j) The expense of furnishing, or causing to be furnished, to each shareholder a statement of his account, including the expense of mailing; (k) Charges and expenses of legal counsel and internal audit/compliance personnel in connection with matters relating to the Trust; including without limitation, legal services rendered in connection with the Trust's corporate and financial structure and relations with its shareholders, issuance of Trust shares, and registration and qualification of securities under Federal, state and other laws; (xl) all other The expenses incident to holding of attendance at professional meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to organizations such as the Investment Company Institute Institute, or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its Commerce Clearing House by officers and Trustees with respect thereto; of the Trust, and the membership or association dues of such organizations; (xiiim) all expenses which The cost and expense of maintaining the Trust or books and records of the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under Trust, including general ledger accounting; (n) The expense of obtaining and maintaining a fidelity bond as Section 17(g) of the 1940 Act.; (o) Interest payable on Trust borrowings; and

Allocation of Expenses. The Advisor agrees that it will furnish Except for expenses incurred by the TrustAdviser in providing the services set forth in Paragraph 2 above, at the Advisor's expense, with Company assumes and shall pay all office space expenses for all other Company operations and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreementactivities. The Advisor expenses to be borne by the Company shall include, without limitation: (1) all expenses of organizing the Company or an affiliate forming any series thereof; (2) will also pay all compensation of all Trusteesexpenses (including information, officers materials and employees services other than services of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to (iAdviser) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports all annual, semiannual and notices and periodic reports, proxy materials and other communications (including registration statements, prospectuses and amendments and revisions thereto) furnished to existing shareholders of the Portfolio; Company and/or regulatory authorities; (x3) fees involved in registering and maintaining registration of the Company and its shares with the Securities and Exchange Commission and state regulatory authorities; (4) any other registration, filing or other fees in connection with requirements of regulatory authorities; (5) expenses, including the cost of printing of certificates relating to the issuance of shares of the Company; (6) to the extent not paid by the Company's distributor, the expenses of maintaining a shareholder account and furnishing, or causing to be furnished, to each shareholder a statement of account, including the expense of mailing such statements; (7) taxes and similar fees payable by the Company; (8) expenses related to the redemption of its shares; (9) all issue and transfer taxes, brokers' commissions and other expenses incident costs chargeable to holding meetings the Company in connection with securities transactions to which the Company is a party, including any portion of such commissions attributable to research and brokerage services as defined by Section 28(e) of the Portfolio's Securities Exchange Act of 1934, as amended from time to time (the "1934 Act"); (10) the charges and expenses of the custodian appointed by the Company, or any depository utilized by such custodian, for the safekeeping of its property; (11) the charges and expenses of any lending agent appointed by the Company and all borrowers' rebates and similar fees payable by the Company in connection with any loan transaction; (12) charges and expenses of any administrator and/or accounting and recordkeeping agent appointed by the Company; (13) charges and expenses of any shareholder servicing agent, transfer agent and registrar appointed by the Company, including costs of servicing shareholder investment accounts; (14) charges and expenses of independent accountants retained by the Company; (15) legal fees and expenses in connection with the affairs of the Company, including legal fees and expenses in connection with registering and qualifying its shares with federal and state regulatory authorities; (16) compensation and expenses of Directors of the Company who are not "affiliated persons" (as defined in the 0000 Xxx) of the Adviser; (17) expenses of shareholders; ' and Directors' meetings; (xi18) membership dues or in, and assessments of or contributions to of, the Investment Company Institute or similar organizations; (19) insurance premiums on fidelity, errors and omissions and other coverages; (20) expenses incurred in connection with any successordistribution plan adopted by the Company in compliance with Rule 12b-1 of the 1940 Act; and (xii21) such other non-recurring expenses of the Company as may arise, including litigation affecting expenses of actions, suits, or proceedings to which the Trust Company is a party and the legal obligations obligation which the Trust Company may have to indemnify its officers and Trustees Directors or shareholders with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Act.

Allocation of Expenses. The Advisor agrees that it will furnish Each party to this Agreement shall bear the Trust, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to of performing its obligations hereunder. In this regard, the Portfolio Adviser specifically agrees that the Sub-Adviser shall not expressly assumed by be responsible for the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to following expenses: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (via) fees and expenses incurred in connection with the issuance, registration and transfer of its shares; (b) brokerage and commission expenses incurred by the Fund; (c) all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust's custodianTrust for the benefit of the Fund including all fees and expenses of its Custodian, shareholder servicing or transfer services agent and accounting services agent; ; (viid) interest charges on any Fund borrowings; (e) costs and expenses incident to of pricing and calculating its daily net asset value (including, without limitation, any equipment or services obtained for the issuance purpose of pricing shares or valuing the Fund’s assets) and of maintaining its books of account required under the 1940 Act, except for the expenses incurred by the Sub-Adviser in connection with its services under Section 13 hereunder, which are expenses of the Portfolio's sharesSub-Adviser; (f) Fund taxes, if any; (g) except as stated below, expenditures in connection with meetings of the Fund’s shareholders and the Board; (h) salaries and expenses of officers of the Trust, including issuance on without limitation the payment ofTrust’s Chief Compliance Officer, or reinvestment of, dividends; (viii) and fees and expenses incident of members of the Board or members of any advisory board or committee; (i) insurance premiums on property or personnel of the Fund which inure to its benefit, including liability and fidelity bond insurance; (j) legal, auditing and accounting fees of the registration under Federal Fund and trade association dues or state securities laws educational program expenses of the Trust or the shares Board; and (k) fees and expenses (including legal fees) of registering and maintaining registration of the PortfolioFund’s shares for sale under applicable securities laws; (ix) all expenses of preparingmaintaining and servicing shareholder accounts, printing including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and mailing reports and notices and proxy materials to shareholders other agents for the benefit of the Portfolio; (x) all other expenses incident Fund, if any. The Sub-Adviser specifically agrees that with respect to holding meetings the operation of the Portfolio's shareholders; Fund, the Sub-Adviser shall be responsible for (xii) dues or assessments of or contributions providing the personnel, office space, furnishings, and equipment reasonably necessary to provide its sub-advisory services to the Investment Company Institute Fund hereunder, and (ii) the costs of any special Board meetings or shareholder meetings convened for the primary benefit of the Sub-Adviser. Additionally, the Sub-Adviser agrees that the Sub-Adviser shall be responsible for reasonable expenses incurred by the Fund or Adviser in responding to a legal, administrative, judicial or regulatory action, claim, or suit involving the Sub-adviser to which neither the Fund nor the Adviser is a party. Nothing in this Agreement shall alter the allocation of expenses and costs agreed upon between the Fund and the Adviser in the Advisory Agreement or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations other agreement to which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actthey are parties.

Allocation of Expenses. The Advisor agrees that it will furnish During the Trust, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under period of this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating shall pay or cause to be paid all expenses, costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid fees incurred by the Trust which are not assumed by DDLP and/or VFD. VFD has agreed to provide, and pay costs which it incurs in connection with providing, administrative or accounting services to shareholders of each Fund (such costs are referred to as "Shareholder Servicing Costs"). DDLP may provide such services and pay Shareholder Servicing Costs associated therewith to the extent agreed to from the assets time to time by DDLP and VFD. Shareholder Servicing Costs include all expenses of the PortfolioDDLP or VFD, as applicablethe case may be, incurred in connection with providing administrative or accounting services to shareholders of each Fund, including, but not limited to, an allocation of overhead of DDLP or VFD and payments made to persons, including employees of DDLP or VFD, who respond to inquiries of shareholders regarding their ownership of Fund shares, or who provide other administrative or accounting services not otherwise required to be provided by the applicable Fund's investment adviser or transfer agent. VFD has also agreed to pay all costs of distributing the shares of each Fund (i"Distribution Expenses"). DDLP may pay all or a portion of the Distribution Expenses as agreed to from time to time by DDLP and VFD. Distribution Expenses include, but are not limited to, initial and ongoing sales compensation (in addition to sales loads) interest paid to investment executives of DDLP or VFD, as the case may be, and taxesto other broker-dealers and participating financial institutions; (ii) brokerage commissionsexpenses incurred in the printing of prospectuses, statements of additional information and reports used for sales purposes; (iii) insurance premiumsexpenses of preparation and distribution of sales literature; (iv) compensation expenses of advertising of any type; an allocation of the overhead of DDLP or VFD, as the case may be; payments to and expenses of the Trust's Trustees other than those affiliated persons who provide support services in connection with the Advisor; (v) legal and audit expenses; (vi) fees and expenses distribution of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's Fund shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actother distribution-related expenses.

Allocation of Expenses. The Advisor agrees that it will furnish Except as set forth below, each party to this Agreement shall bear the Trust, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating of performing its obligations hereunder. (a) The Series Fund agrees to assume the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets Funds' share of the Portfolio, as applicable, including, but not limited to expense of: (i) interest brokerage commissions for transactions in the portfolio investments of the Series Fund and taxes; similar fees and charges for the acquisition, disposition, lending or borrowing of such portfolio investments; (ii) brokerage commissions; the advisory fees called for in this Agreement; (iii) insurance premiums; all taxes, including issuance and transfer taxes, and reserves for taxes payable by the Series Fund to federal, state or other governmental agencies, and the expenses and costs associated with the preparation and filing of all tax returns; (iv) compensation interest payable on the Series Fund's borrowings; (v) extraordinary or non-recurring expenses, such as legal claims and liabilities and litigation costs and indemnification payments by the Series Fund in connection therewith; (vi) the charges and expenses of any custodian or depository appointed by the Trust's Trustees Series Fund for the safekeeping of its cash, portfolio securities and other than those affiliated property, for providing accounting and valuation services, and for monitoring compliance with federal laws and regulations, subject to the Advisor; Board of Trustees' approval as to the scope of such accounting, valuation, and monitoring functions; (vvii) legal and audit expenses; (vi) fees the charges and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; its independent auditors; (viii) fees and expenses incident to the registration under Federal or state securities laws cost of the Trust or the shares of the Portfolio; fidelity bond required by 1940 Act Rule 17g-l; (ix) the compensation and travel expenses of trustees who are not "interested persons" within the meaning of the 1940 Act; (x) the expenses in preparing, printing and mailing reports distributing voting instruction information statements to persons entitled to give voting instructions in tabulating proxy votes and notices in printing and proxy materials distributing to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; policyowners and contractowners annual and semi-annual reports; (xi) fees and costs for legal services provided to or on behalf of the Series Fund (including fees and costs of independent counsel and an allocable portion of the cost of JHLICO's Law Department rendering such services) (for this purpose, "legal services" includes (but is not limited to) the services of such independent counsel or Law Department employees in the course of administering the business and affairs of the Series Fund); (xii) charges of any independent agents (other than independent counsel) approved by the Board of Trustees; (xiii) the fees and expenses involved in registering and maintaining registrations of the Series Fund and its shares with the Securities and Exchange Commission and various states and other jurisdictions; and (xiv) membership or association dues or assessments of or contributions to for the Investment Company Institute Institute, the National Association of Variable Annuities, or similar trade association or for any successorself-regulatory organization. (b) To the extent not assumed by the Series Fund pursuant to (a) above, JHLICO agrees to assume the Funds' share of the expense of: (i) the charges and expenses of any registrar, stock transfer or dividend disbursing agent; (ii) the cost of any stock certificates representing shares of the Series Fund; (iii) the expenses of shareholders' meetings; (xii) such non-recurring expenses as may arisetrustees' meetings; printing and distributing Prospectuses and statements of additional information to prospective and existing policyowners and contractowners; preparing, including litigation affecting the Trust printing, and the legal obligations which the Trust may have distributing any advertising or sales literature to indemnify its officers prospective and Trustees with respect theretoexisting policyowners and contractowners; and any other activity and related legal services primarily intended to result in the sale of the Series Fund's shares; (xiiiiv) all expenses which the Trust expense of furnishing each shareholder statements of account; (v) the cost of and any errors and omissions insurance or other liability insurance covering the Portfolio agree Series Fund and/or its officers, directors and employees; and (vi) the fees and costs of independent counsel to bear Series Fund not incurred in any distribution agreement or in any plan adopted by the Trust and/or actual conduct of the Portfolio pursuant to Rule 12b-1 under the 1940 ActSeries Fund's affairs.

Allocation of Expenses. The Advisor agrees that it will furnish Sub-adviser shall be responsible for all expenses incurred in performing the Trust, at services set forth in Article II hereof. These expenses include only the Advisor's expense, with all costs incurred in providing sub-advisory services pursuant to this Agreement (such as compensating and furnishing office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs Sub-adviser connected with investment and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets economic research, trading, and investment management of the Portfolio). As described in the Advisory Agreement, as applicable, includingthe Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out-of-pocket expenses, but not limited including the Sub-adviser’s overhead and employee costs); fees payable to (i) the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and taxesother communications expenses; (ii) brokerage commissionstaxes and governmental fees; (iii) insurance premiums; (iv) compensation fees, dues and expenses of incurred by or with respect to the Trust's Trustees other than those affiliated Fund in connection with the Advisormembership in investment company trade organizations; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodianFund’s Administrator or of any transfer agent, shareholder servicing registrar, or transfer dividend disbursing agent and accounting services agentof the Fund; (vii) expenses incident payments to the issuance Administrator for maintaining the Fund’s financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates; other expenses in connection with the Portfolio's sharesissuance, including issuance on offering, distribution or sale of securities issued by the payment of, or reinvestment of, dividendsFund; (viii) fees expenses relating to investor and public relations; expenses incident to the registration under Federal or state securities laws of the Trust or the registering and qualifying shares of the PortfolioFund for sale; (ix) freight, insurance and other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of preparing, printing and mailing reports and distributing prospectuses, Statements of Additional Information, reports, notices and proxy materials dividends to shareholders stockholders; costs of the Portfoliostationery or other office supplies; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect theretoexpenses; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actcosts of stockholders’ and other meetings.

Allocation of Expenses. The Advisor agrees that During the term of this Agreement, PIMCO will pay ---------------------- all expenses incurred by it will furnish in connection with its obligations under this Agreement with respect to a Fund, except such expenses as are assumed by the Trust, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties Fund under this Agreement. The Advisor In addition, PIMCO shall bear the following expenses under this Agreement: (or an affiliate thereofa) will also pay all compensation Expenses of all Trusteesaudits by each Fund's independent public accountants; (b) Expenses of each Fund's transfer agent, officers registrar, dividend disbursing agent, and employees recordkeeping agent; (c) Expenses of each Fund's custodial services, including any recordkeeping services provided by the custodian; (d) Expenses of obtaining quotations for calculating the value of each Fund's net assets; (e) Expenses of maintaining each Fund's tax records; (f) Costs and/or fees, including legal fees, incident to meetings of each Fund's shareholders, the preparation, printing and mailings of each Fund's prospectuses, notices and proxy statements, press releases and reports of the Trust who are affiliated persons Fund to its shareholders, the filing of reports with regulatory bodies, the maintenance of the Advisor. All operating costs Fund's existence and qualification to do business, the expenses relating to of issuing, redeeming, registering and qualifying for sale, common shares with federal and state securities authorities, and the Portfolio not expressly assumed by expense of qualifying and listing Shares with any securities exchange or other trading system; (g) Each Fund's ordinary legal fees, including the Advisor under this Agreement shall be paid by legal fees that arise in the Trust from the assets ordinary course of the Portfoliobusiness for a Massachusetts business trust or Maryland corporation, as applicable, includingregistered as a closed-end management investment company and, but not limited to as applicable, listed for trading with a securities exchange or other trading system; (h) Costs of printing certificates representing Shares of each Fund, if any; (i) interest and taxes; (iiEach Fund's pro rata portion of the fidelity bond required by Section 17(g) brokerage commissions; (iii) of the 1940 Act, or other insurance premiums; and (ivj) Association membership dues. Each Fund shall bear the following expenses: (a) Salaries and other compensation and expenses or expenses, including travel expenses, of any of the TrustFund's Trustees executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of PIMCO or its subsidiaries or affiliates; (b) Taxes and governmental fees, if any, levied against the Fund; (c) Brokerage fees and commissions, and other than those affiliated with portfolio transaction expenses incurred by or for the Advisor; Fund (v) legal and audit expenses; (vi) including, without limitation, fees and expenses of outside legal counsel or third-party consultants retained in connection with reviewing, negotiating and structuring specialized loan and other investments made by the TrustFund, subject to specific or general authorization by the Fund's custodian, shareholder servicing or transfer agent and accounting services agent; Board of Trustees/Directors); (viid) expenses incident to the issuance Expenses of the PortfolioFund's securities lending (if any), including any securities lending agent fees, as governed by a separate securities lending agreement; (e) Costs, including interest expenses, of borrowing money or engaging in other types of leverage financing including, without limitation, through the use by the Fund of reverse repurchase agreements, tender option bonds, bank borrowings and credit facilities; (f) Costs, including dividend and/or interest expenses and other costs (including, without limitation, offering and related legal costs, fees to brokers, fees to auction agents, fees to transfer agents, fees to ratings agencies and fees to auditors associated with satisfying ratings agency requirements for preferred shares or other securities issued by the Fund and other related requirements in a Fund's organizational documents) associated with the Fund's issuance, offering, redemption and maintenance of preferred shares, commercial paper or other senior securities for the purpose of incurring leverage; (g) Fees and expenses of any underlying funds or other pooled vehicles in which the Fund invests; (h) Dividend and interest expenses on short positions taken by the Fund; (i) Fees and expenses, including issuance on the payment oftravel expenses, or reinvestment of, dividends; (viii) and fees and expenses incident to the registration under Federal of legal counsel retained for their benefit, of Trustees/Directors who are not officers, employees, partners, shareholders or state securities laws members of the Trust PIMCO or the shares of the Portfolio; its subsidiaries or affiliates; (ixj) expenses of preparingExtraordinary expenses, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses including extraordinary legal expenses, as may arise, including litigation affecting the Trust expenses incurred in connection with litigation, proceedings, other claims, and the legal obligations which of the Trust may have Fund to indemnify its officers Trustees/Directors, officers, employees, shareholders, distributors, and Trustees agents with respect thereto; (k) Organizational and offering expenses of the Fund, including with respect to Share offerings, such as rights offerings and shelf offerings, following the Fund's initial offering, and expenses associated with tender offers and other Share repurchases and redemptions; and and (xiiif) all expenses Expenses of the Fund which the Trust or the Portfolio agree to bear are capitalized in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actaccordance with generally accepted accounting principles.

Allocation of Expenses. (a) The Advisor agrees that it Company will furnish the Trust, at the Advisor's expense, with pay all office space and facilities, and equipment and clerical personnel necessary Registration Expenses for carrying out its duties all registrations under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees; provided, officers and employees however, that if a registration under Section 2.1 is withdrawn at the request of the Trust who are affiliated persons Initiating Holders (other than as a result of information concerning the business or financial condition of the Advisor. All operating Company which is made known to the Selling Stockholders after the date on which such registration was requested) and if the Initiating Holders elect not to have such registration counted as a registration requested under Section 2.1, the Selling Stockholders shall pay the Registration Expenses of such registration pro rata in accordance with the number of their Registrable Shares included in such registration. (b) The fees, costs and expenses relating of registration to be borne as provided in Section 2.5(a) shall include, without limitation, all expenses incident to the Portfolio not expressly assumed by the Advisor under Company’s performance of or compliance with this Agreement shall be paid by the Trust from the assets of the PortfolioAgreement, as applicableincluding without limitation all Commission and stock exchange registration and filing fees and expenses, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vi) fees and expenses of compliance with securities or blue sky laws (including without limitation reasonable fees and disbursements of counsel for the Trust's custodianunderwriters, shareholder servicing if any, or transfer agent and accounting services agent; (vii) expenses incident to for the issuance selling Holders, in connection with blue sky qualifications of the Portfolio's sharesRegistrable Shares), printing expenses (including issuance on expenses of printing certificates for Registrable Shares and Prospectuses), messenger, telephone and delivery expenses, the payment of, or reinvestment of, dividends; (viii) fees and expenses incurred in connection with the listing of the securities to be registered on each securities exchange or national market system on which similar securities issued by the Company are then listed, fees and disbursements of counsel for the Company and all independent certified public accountants (including the expenses of any annual audit, special audit and “cold comfort” letters required by or incident to such performance and compliance), the registration under Federal fees and disbursements customarily paid by issuers or state sellers of securities laws (including, without limitation, expenses of the Trust or Company relating to “road shows” and other marketing activities), the shares reasonable fees of one counsel retained in connection with each such registration by the Holders of a majority of the Portfolio; Registrable Shares being registered (ix) such counsel fees not to exceed $150,000 per registration), the reasonable fees and expenses of preparingany special experts retained by the Company in connection with such registration, printing and mailing reports fees and notices and proxy materials to shareholders expenses of other Persons retained by the Portfolio; Company (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues but not including any underwriting discounts or assessments of commissions or contributions transfer taxes, if any, attributable to the Investment Company Institute or any successor; sale of Registrable Shares by such Holders) (xii) such non-recurring expenses as may arisecollectively, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Act“Registration Expenses”).

Allocation of Expenses. The Advisor agrees that it (a) We will furnish pay the Trustfollowing expenses in connection with the sales and distribution of Common Shares of the Fund: (i) expenses pertaining to the preparation of our audited and certified financial statements to be included in any amendments ("Amendments") to our Registration Statement under the 1933 Act, at including the Advisor's expenseProspectuses and Statements of Additional Information included therein; (ii) expenses (including legal fees) pertaining to the preparation and printing of all Amendments or supplements filed with the Securities and Exchange Commission, with all office space including the copies of the Prospectuses and facilitiesStatements of Additional Information included in such Amendments and the first ten (10) copies of the definitive Prospectuses and Statements of Additional Information or supplements thereto, other than those necessitated by or related to your (including your "Parents") activities where such amendments or supplements result in expenses which we would not otherwise have incurred; (iii) expenses pertaining to the preparation, printing, and equipment distribution of any reports or communications, including Prospectuses and clerical personnel Statements of Additional Information, which are sent to our existing shareholders; (iv) filing and other fees to federal and state securities regulatory authorities necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers to register and employees maintain registration of the Trust who are affiliated persons Common Shares; and (v) expenses of the Advisor. All operating Agent, including all costs and expenses relating to in connection with the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets issuance, transfer and registration of the PortfolioCommon Shares, as applicable, including, including but not limited to any taxes and other governmental charges in connection therewith. (b) Except to the extent that you are entitled to reimbursement under the provisions of the Class C Service and Distribution Plans or the Class A Shareholder Service Plan for the Fund, you will pay the following expenses: (i) interest expenses of printing additional copies of the Prospectus and taxes; Statement of Additional Information and any amendments or supplements thereto which are necessary to continue to offer our Common Shares to the public; (ii) brokerage commissionsexpenses (excluding legal fees) pertaining to the preparation and printing of all amendments and supplements to our Registration Statement if the Amendment or supplement arises from or is necessitated by or related to your (including your "Parent") activities where those expenses would not otherwise have been incurred by us; and (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident pertaining to the issuance printing of the Portfolio's sharesadditional copies, including issuance on the payment offor use by you as sales literature, of reports or reinvestment ofother communications which have been prepared for distribution to our existing shareholders or incurred by you in advertising, dividends; (viii) fees promoting and expenses incident selling our Common Shares to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actpublic.

Allocation of Expenses. The Advisor Adviser agrees that it will furnish the Trust, at the AdvisorAdviser's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) Adviser will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the AdvisorAdviser. All operating costs and expenses relating to the Portfolio Government Fund not expressly assumed by the Advisor Adviser under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicableGovernment Fund, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the AdvisorTrust's investment advisers; (v) legal and audit expenses; (vi) fees and expenses of the Trust's Administrator, custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the PortfolioGovernment Fund's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the PortfolioGovernment Fund; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials material to shareholders of the PortfolioTrust; (x) all other expenses incident incidental to holding meetings of the PortfolioTrust's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or a series of the Portfolio agree Trust agrees to bear in any distribution agreement or in any plan adopted by the Trust and/or a series of the Portfolio Trust pursuant to Rule 12b-1 under the 1940 Act.

Allocation of Expenses. The Advisor agrees that expenses of Fund and the expenses of WRIMCO in performing its functions under this Agreement shall be divided into two classes, to wit: (i) those expenses which will be paid in full by WRIMCO as set forth in subparagraph "A" hereof, and (ii) those expenses which will be paid in full by Fund, as set forth in subparagraph "B" hereof. A. With respect to the duties of WRIMCO under Section II above, it will furnish shall pay in full, except as to the Trustbrokerage and research services acquired through the allocation of commissions as provided in Section IV hereinafter, at for (a) the Advisor's expense, with salaries and employment benefits of all employees of WRIMCO who are engaged in providing these advisory services; (b) adequate office space and facilitiessuitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. In addition, WRIMCO shall pay the fees and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (expenses of all directors of Fund who are affiliated with WRIMCO or an affiliate thereof) will also pay all compensation affiliated corporation and the salaries and employment benefits of all Trustees, officers and employees of the Trust Fund who are affiliated persons of WRIMCO. B. Fund shall pay in full for all of its expenses which are not listed above (other than those assumed by WRIMCO or one of its affiliates in its capacity as principal underwriter of the Advisor. All operating shares of Fund, as Shareholder Servicing Agent or as Accounting Services Agent for Fund), including (a) the costs of preparing and printing prospectuses and reports to shareholders of Fund, including mailing costs; (b) the costs of printing all proxy statements and all other costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement of meetings of shareholders of Fund (unless Fund and WRIMCO shall be paid by the Trust from the assets otherwise agree); (c) interest, taxes, brokerage commissions and premiums on fidelity and other insurance; (d) audit fees and expenses of the Portfolio, as applicable, includingindependent accountants and legal fees and expenses of attorneys, but not limited to (i) interest and taxesof attorneys who are employees of WRIMCO or an affiliated company; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vie) fees and expenses of the Trust's custodianits directors not affiliated with Waddell & Reed, shareholder servicing or transfer agent and accounting services agentInc.; (viif) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividendscustodian fees and expenses; (viiig) fees xxxxxxe bx Xxnd under the Securities Act of 1933, the Investment Company Act of 1940, and the securities or "Blue- Sky" laws of any jurisdiction; (h) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successorsuccessor organization; (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting the Trust Fund, and the legal obligations which the Trust may have to indemnify any indemnification by Fund of its officers officers, directors, employees and Trustees agents with respect thereto; (j) the costs and expenses provided for in any Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of this Section III. In the event that any of the foregoing shall, in the first instance, be paid by WRIMCO, Fund shall pay the same to WRIMCO on presentation of a statement with respect thereto. C. WRIMCO, or an affiliate of WRIMCO, may also act as (i) transfer agent or shareholder servicing agent of Fund and/or as (ii) accounting services agent of Fund if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between Fund and WRIMCO, or such affiliate. The entity, whether WRIMCO, or its affiliate, which is the party to either such Agreement with Fund is referred to as the "Agent." Each such Agreement shall provide in substance that it shall go into effect, or be amended, or a new agreement covering the same topics between Fund and the Agent may be entered into, only if the terms of such Agreement, such amendment or such new agreement have been approved by the Board of Directors of Fund, including the vote of a majority of the directors who are not "interested persons" as defined in the Investment Company Act of 1940, of either party to the Agreement, such amendment or such new agreement (considering WRIMCO to be such a party even if at the time in question the Agent is an affiliate of WRIMCO), cast in person at a meeting called for the purpose of voting on such approval. Such a vote is referred to as a "disinterested director" vote. Each such Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the date of its execution and from year to year thereafter only if such continuance is specifically approved at least annually by a disinterested director vote, and that any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued are services required for the operation of Fund; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (xiiiiv) all expenses which the Trust fees for such services are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality. Any such Agreement may also provide in substance that any disinterested director vote may be conditioned on the favorable vote of the holders of a majority (as defined in or under the Portfolio agree to bear Investment Company Act of 1940) of the outstanding shares of each class or series of Fund. Any such Agreement shall also provide in any distribution agreement or in any plan adopted substance that it may be terminated by the Trust and/or Agent at any time without penalty upon giving Fund one hundred twenty (120) days' written notice (which notice may be waived by Fund) and may be terminated by Fund at any time without penalty upon giving the Portfolio pursuant to Rule 12b-1 Agent sixty (60) days' written notice (which notice may be waived by the Agent), provided that such termination by Fund shall be directed or approved by the vote of a majority of the Board of Directors of Fund in office at the time or by the vote of the holders of a majority (as defined in or under the 1940 ActInvestment Company Act of 1940) of the outstanding shares of each class or series of Fund.

Allocation of Expenses. The Advisor agrees that it will furnish (a) Except as otherwise provided in this Agreement or any other agreement contemplated hereby, or as otherwise agreed to in writing by the TrustParties, all fees and expenses incurred in connection with the transactions contemplated hereby or thereby shall be paid by TSC. Specifically, (i) TSC shall absorb all of the costs associated with the dedication of internal resources and personnel to such transaction at all times prior to the Advisor's expense, with all office space and facilitiesDistribution Date, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereofii) will also TSC shall pay all compensation of all Trustees, officers fees and employees expenses that are related directly to the implementation of the Trust who are affiliated persons Distribution transactions on or prior to the Distribution Date. (b) Without limiting the generality of the Advisor. All operating foregoing, TSC shall be solely responsible for the following costs incurred in connection with the transactions contemplated hereby: (i) the reasonable fees and expenses of Sidley & Austin in connection with its representation of TSC; (ii) the reasonable fees and expenses of investment banks relating to their financial advisory services rendered to TSC and eLoyalty in connection with the Distribution; (iii) the reasonable fees and expenses of PricewaterhouseCoopers LLP in connection with its audit and tax services rendered to TSC; (iv) all SEC registration and "blue sky" filing fees associated with the Registration Statement; (v) the printing, mailing and distribution of the Information Statement to TSC's stockholders; (vi) the reasonable fees and expenses of eLoyalty's Transfer Agent and registrar relating to the initial issuance of eLoyalty Shares as a dividend to TSC's stockholders; (vii) the NASDAQ listing fees for the eLoyalty Shares; (viii) the design and initial printing of certificates of the eLoyalty Shares; (ix) the design and initial printing of certificates of eLoyalty Common Stock as a dividend to TSC stockholders; (x) the development, search and registration of the name "eLoyalty"; (xi) third party vendors for software licenses; and (xii) various international professional services related directly to the Distribution. (c) Notwithstanding Section 11.1(a) (i) above, eLoyalty shall be solely responsible for all fees, expenses and other costs incurred in connection with the transactions contemplated hereby related to: (i) the reasonable fees and expenses of Sidley & Austin in connection with its representation of eLoyalty related to the creation of benefits plans; (ii) the reasonable fees and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets syndication and arrangement of the Portfolio, as applicable, including, but not limited to (i) interest revolving credit facilities for eLoyalty; and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and the reasonable fees or expenses of the Trust's Trustees any financial advisors, other than those affiliated approved by TSC, retained by eLoyalty in connection with the Advisor; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodian, shareholder servicing any "road shows" or transfer agent and accounting services agent; (vii) expenses incident presentations to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actinvestors.

Allocation of Expenses. The Advisor Adviser agrees that it will furnish the Trusteach Fund, at the Advisor's its expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor Adviser agrees that it will supply to any administrator (or an affiliate thereofthe "Administrator") will also pay all compensation of all Trustees, officers and employees of the Funds all necessary financial information in connection with the Administrator's duties under any agreement between the Administrator and the Trust who are affiliated persons on behalf of the AdvisorFunds. All operating costs and expenses relating associated with any administrative functions delegated by the Adviser to the Portfolio Administrator that are not pursuant to any agreement between the Administrator and a Fund or the Adviser and a Fund will be paid by the Adviser. All other costs and expenses not expressly assumed by the Advisor Adviser under this Agreement or by the Administrator under the administration agreement between it and the Trust on behalf of a Fund shall be paid by the Trust Fund from the assets of the Portfolio, as applicableFund, including, but not limited to (i) fees paid to the Adviser and the Administrator; (ii) interest and taxes; (iiiii) brokerage commissions; (iiiiv) insurance premiums; (ivv) compensation and expenses of the Trust's Trustees directors other than those affiliated with the Advisoradviser or the administrator; (vvi) legal legal, accounting and audit expenses; (vivii) fees and expenses of the Trust's custodianany transfer agent, distributor, registrar, dividend disbursing agent or shareholder servicing or transfer agent and accounting services agentof the Fund; (viiviii) expenses expenses, including clerical expenses, incident to the issuance issuance, redemption or repurchase of shares of the Portfolio's sharesFund, including issuance on the payment of, or reinvestment of, dividends; (viiiix) fees and expenses incident to the registration under Federal or state securities laws of the Trust Fund or the shares of the Portfolioits shares; (ixx) expenses of preparing, setting in type, printing and mailing prospectuses, statements of additional information, reports and notices and proxy materials material to shareholders of the PortfolioFund; (xxi) all other expenses incident incidental to holding meetings of the PortfolioFund's shareholders; (xixii) dues or assessments expenses connected with the execution, recording and settlement of or contributions portfolio securities transactions; (xiii) fees and expenses of the Fund's custodian for all services to the Investment Company Institute or any successorFund, including safekeeping of funds and securities and maintaining required books and accounts; (xiixiv) expenses of calculating net asset value of the shares of the Fund; (xv) industry membership fees allocable to the Fund; and (xvi) such non-recurring extraordinary expenses as may arise, including litigation affecting the Trust Fund and the legal obligations which the Trust Fund may have to indemnify its the officers and Trustees trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Act.

Allocation of Expenses. The Advisor agrees that expenses of the Fund and the expenses of WRIMCO in performing its functions under this Agreement shall be divided into two classes, to wit: (i) those expenses which will be paid in full by WRIMCO as set forth in subparagraph "A" hereof, and (ii) those expenses which will be paid in full by the Fund, as set forth in subparagraph "B" hereof. A. With respect to the duties of WRIMCO under Section II above, it will furnish shall pay in full, except as to the Trustbrokerage and research services acquired through the allocation of commissions as provided in Section IV hereinafter, at for (a) the Advisor's expense, with salaries and employment benefits of all employees of WRIMCO who are engaged in providing these advisory services; (b) adequate office space and facilitiessuitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. In addition, WRIMCO shall pay the fees and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (expenses of all directors of the Fund who are employees of WRIMCO or an affiliate thereof) will also pay all compensation affiliated corporation and the salaries and employment benefits of all Trustees, officers and employees of the Trust Fund who are affiliated persons of WRIMCO. B. The Fund shall pay in full for all of its expenses which are not listed above (other than those assumed by WRIMCO or its affiliates in their respective capacities as principal underwriter of the Advisor. All operating shares of the Fund, as Shareholder Servicing Agent or as Accounting Services Agent for the Fund), including (a) the costs of preparing and printing prospectuses and reports to shareholders of the Fund including mailing costs; (b) the costs of printing all proxy statements and all other costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of meetings of shareholders of the PortfolioFund (unless the Fund and WRIMCO shall otherwise agree); (c) interest, as applicabletaxes, includingbrokerage commissions and premiums on fidelity and other insurance; (d) audit fees and expenses of independent accountants and legal fees and expenses of attorneys, but not limited to (i) interest and taxesof attorneys who are employees of WRIMCO or an affiliated company; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vie) fees and expenses of the Trust's custodian, shareholder servicing its directors not affiliated with WRIMCO or transfer agent and accounting services agentits affiliates; (viif) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividendscustodian fees and expenses; (viiig) fees payable by the Fund under the Securities Act of 1933, the 1940 Act, and the securities or "Blue-Sky" laws of any jurisdiction; (h) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successorsuccessor organization; (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting the Trust Fund, and any indemnification by the legal obligations which the Trust may have to indemnify Fund of its officers officers, directors, employees and Trustees agents with respect thereto; (j) the costs and (xiii) all expenses which the Trust or the Portfolio agree to bear provided for in any distribution Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of this Section III. In the event that any of the foregoing shall, in the first instance, be paid by WRIMCO, the Fund shall pay the same to WRIMCO on presentation of a statement with respect thereto. C. WRIMCO, or an affiliate of WRIMCO, may also act as (i) transfer agent or shareholder servicing agent of the Fund and/or as (ii) accounting services agent of the Fund if at the time in question there is a separate agreement, "Shareholder Servicing Agreement" and/or "Accounting Services Agreement," covering such functions between the Fund and WRIMCO or such affiliate. The corporation, whether WRIMCO or its affiliate, which is the party to such Agreement with the Fund is referred to as the "Agent." Each such Agreement shall provide in substance that it shall not go into effect, or be amended, or a new agreement covering the same topics between the Fund and the Agent be entered into, unless the terms of such Agreement, such amendment or in any plan adopted such new agreement have been approved by the Trust and/or Board of Directors of the Portfolio pursuant to Rule 12b-1 under Fund, including the vote of a majority of the directors who are not "interested persons" as defined in the 1940 Act, of either party to the Agreement, such amendment or such new agreement (considering WRIMCO to be such a party even if at the time in question the Agent is an affiliate of WRIMCO), cast in person at a meeting called for the purpose of voting on such approval. Such a vote is referred to as a "disinterested director" vote. Each such Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the date of its execution and from year to year thereafter only if such continuance is specifically approved at least annually by a disinterested director vote, and that any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued are services required for the operation of the Fund; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality. Any such Agreement may also provide in substance that any disinterested director vote may be conditioned on the favorable vote of the holders of a majority (as defined in or under the 0000 Xxx) of the outstanding shares of each class of the Fund. Any such Agreement shall also provide in substance that it may be terminated by the Agent at any time without penalty upon giving the Fund one hundred twenty (120) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Agent sixty (60) days' written notice (which notice may be waived by the Agent), provided that such termination by the Fund shall be directed or approved by the vote of a majority of the Board of Directors of the Fund in office at the time or by the vote of the holders of a majority (as defined in or under the 0000 Xxx) of the outstanding shares of each class of the Fund.

Allocation of Expenses. The Advisor agrees that it will furnish Sub-adviser shall be responsible for all expenses incurred in performing the Trust, at services set forth in Article II hereof. These expenses include only the Advisor's expense, with all costs incurred in providing sub-advisory services pursuant to this Agreement (such as compensating and furnishing office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs Sub-adviser connected with investment and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets economic research, trading, and investment management of the Portfolio). As described in the Advisory Agreement, as applicable, includingthe Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolios and all of its general administrative expenses. The Subadviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out-of-pocket expenses, but not limited including the Subadviser’s overhead and employee costs); fees payable to (i) the Subadviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and taxesother communications expenses; (ii) brokerage commissionstaxes and governmental fees; (iii) insurance premiums; (iv) compensation fees, dues and expenses of incurred by or with respect to the Trust's Trustees other than those affiliated Fund in connection with the Advisormembership in investment company trade organizations; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodianFund’s Administrator or of any transfer agent, shareholder servicing registrar, or transfer dividend disbursing agent and accounting services agentof the Fund; (vii) expenses incident payments to the issuance Administrator for maintaining the Fund’s financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates; other expenses in connection with the Portfolio's sharesissuance, including issuance on offering, distribution or sale of securities issued by the payment of, or reinvestment of, dividendsFund; (viii) fees expenses relating to investor and public relations; expenses incident to the registration under Federal or state securities laws of the Trust or the registering and qualifying shares of the PortfolioFund for sale; (ix) freight, insurance and other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of preparing, printing and mailing reports and distributing prospectuses, Statements of Additional Information, reports, notices and proxy materials dividends to shareholders stockholders; costs of the Portfoliostationery or other office supplies; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect theretoexpenses; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actcosts of stockholders’ and other meetings.

Allocation of Expenses. The Advisor agrees AmBeacon, at its expense, shall furnish each Series with all necessary facilities, equipment, supplies and personnel. AmBeacon shall also be responsible for paying the salaries, expenses and fees of any personnel that it will furnish furnishes to any Series (including the Trustsalaries, at the Advisor's expense, with all office space expenses and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation fees of all Trustees, officers and employees of the a Trust who are affiliated persons officers, directors/trustees, partners, or employees of AmBeacon or its affiliates) required for them to faithfully perform their duties under this Agreement; provided, however, that the parties may agree that a Trust may pay the compensation of the AdvisorTrust’s chief compliance officer or any other officer of the Trust. All operating costs Expenses borne by the Series will include, but not be limited to, the following (or each Series’ proportionate share of the following): brokerage commissions and issue and transfer taxes relating to securities purchased or sold by the Series or any losses incurred in connection therewith; expenses of organizing the Series; filing fees and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets registration and qualification of the Portfolio, as applicable, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration Series’ shares under Federal federal or state securities laws and maintaining such registrations and qualifications; distribution and service fees; fees and salaries payable to the Trustees and officers of a Trust who are not officers, directors/trustees, partners or employees of AmBeacon or its affiliates; taxes (including any income or franchise taxes) and governmental fees; costs of any liability, uncollectible items of deposit and other insurance (including directors’ and officers’ errors and omissions insurance) or fidelity bonds; any costs, expenses or losses arising out of any liability of or claim for damage or other relief asserted against a Trust or Series for violation of any law; legal, accounting and auditing expenses, including legal fees of counsel to the Trusts or any Series for services rendered to a Trust or the shares Series and legal fees of special counsel for the Portfolioindependent trustees; (ix) charges of custodians, transfer agents, proxy voting services and expenses relating to proxy solicitation and tabulation services and services of other agents; costs of preparing share certificates; expenses of preparing, printing and mailing prospectuses and supplements thereto for shareholders, reports and notices statements to shareholders and proxy materials materials; all expenses incidental to shareholders holding shareholder and Board meetings; costs incurred for any pricing or valuation services; any expenses of AmBeacon resulting from new services necessitated by regulatory or legal changes affecting mutual funds occurring after the Portfoliodate of this Agreement; any extraordinary expenses (xincluding fees and disbursements of counsel) all incurred by a Trust or Series; and fees and other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees incurred in connection with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear membership in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actinvestment company organizations.

Allocation of Expenses. The Advisor agrees that it will furnish Sub-Adviser shall be responsible for all expenses incurred in performing the Trust, at services set forth in Article II hereof. Such expenses include the Advisor's expense, with all costs incurred in providing sub-advisory services pursuant to this Agreement (such as compensating and furnishing office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons Sub-Adviser connected with investment and economic research, trading, and investment management of the AdvisorFund). All operating costs and As described in the Advisory Agreement, Empower Funds and/or the Adviser pay all other expenses relating to incurred in the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets operation of the Portfolio, as applicable, includingFund and all of its general administrative expenses. The Sub-Adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of Empower Funds (including out-of-pocket expenses, but not limited including the Sub-Adviser’s overhead and employee costs); fees payable to (i) the Sub-Adviser and to any other Empower Funds advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and taxesother communications expenses; (ii) brokerage commissionstaxes and governmental fees; (iii) insurance premiums; (iv) compensation fees, dues and expenses of the Trust's Trustees other than those affiliated incurred by or with the Advisorrespect to Empower Funds in connection with membership in investment company trade organizations; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodianEmpower Funds’ administrator or of any transfer agent, shareholder servicing registrar, or transfer dividend disbursing agent and accounting services agentof Empower Funds; (vii) expenses incident payments to the issuance administrator for maintaining Empower Funds’ financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates; other expenses in connection with the Portfolio's sharesissuance, including issuance on offering, distribution or sale of securities issued by Empower Funds; expenses relating to investor and public relations; expenses of registering and qualifying shares of Empower Funds for sale; freight, insurance and other charges in connection with the payment ofshipment of Empower Funds’ portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of Empower Funds, or reinvestment of, dividendsof entering into other transactions or engaging in any investment practices with respect to Empower Funds; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and distributing prospectuses, statements of additional information, reports, notices and proxy materials dividends to shareholders stockholders; costs of the Portfoliostationery or other office supplies; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect theretoexpenses; and (xiii) all expenses which costs of stockholders’ and other meetings. Notwithstanding the Trust or foregoing, the Portfolio agree Sub-Advisor shall be obligated to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actreimburse Empower Funds for liabilities incurred as a result of overdrafts.

Allocation of Expenses. The Advisor agrees that During the term of this Agreement, each fund will bear all expenses not expressly assumed by Idex Management incurred in the operation of each fund and the offering of its shares. Without limiting the generality of the foregoing: (a) Each fund shall pay (i) fees payable to Idex Management pursuant to this Agreement; (ii) the cost (including brokerage commissions, if any) incurred in connection with purchases and sales of each fund's portfolio securities; (iii) expenses of organizing the fund; (iv) filing fees and expenses relating to registering and qualifying and maintaining the registration and qualification of a fund's shares for sale under federal and state securities laws; (v) its allocable share of the compensation, fees and reimbursements paid to the Fund's non-interested Trustees; (vi) custodian and transfer agent fees; (vii) legal and accounting expenses allocable to each fund, including costs for local representation in Massachusetts and fees of special counsel, if any, for the independent Trustees; (viii) all federal, state and local tax (including stamp, excise, income and franchise taxes and the preparation and filing of all returns and reports in connection therewith; (ix) cost of certificates and delivery to purchasers; (x) expenses of preparing and filing reports with federal and state regulatory authorities; (xi) expenses of shareholders' meetings and of preparing, printing and distributing proxy statements (unless otherwise agreed to by the Fund and Idex Management); (xii) costs of any liability, uncollectible items of deposit and other insurance or fidelity bonds; (xiii) any costs, expenses or losses arising out of any liability of or claim for damage or other relief asserted against the Fund for violation of any law; (xiv) expenses of preparing, typesetting and printing prospectuses and supplements thereto for existing shareholders and of reports and statements to shareholders; (xv) fees and expenses in connection with membership in investment company organizations; and (xvi) any extraordinary expenses incurred by the Fund on behalf of the funds. (b) Idex Management shall pay (i) all expenses incurred by it will furnish in the Trust, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out performance of its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers ; and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vi) compensation, fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and of the Fund, except for such Trustees who are not interested persons (xiii) all expenses which the Trust or the Portfolio agree to bear as defined in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Act) of Idex Management; and (c) If, for any fiscal year, the total expenses of a fund, including but not limited to: the fees to Idex Management, compensation to its custodian, transfer agent, registrar, auditors and legal counsel, printing expense, and fees, compensation and expenses to Trustees who are not interested persons, exceed any expense limitation imposed by applicable state law, Idex Management shall reimburse a fund for such excess in the manner and to the extent required by applicable state law; provided, however, that Idex Management shall reimburse each fund for the amount of expenses that exceed the percentage of the fund's average daily net assets as specified on Schedule A. For purposes of this sub-paragraph, "total expenses" shall not include interest, taxes, litigation expenses, brokerage commissions or other costs incurred in acquiring or disposing of any of a fund's portfolio securities, expenses incurred pursuant to a fund's Plan of Distribution under Rule 12b-1 of the 1940 Act, or any costs arising other than in the ordinary and necessary course of a fund's business.

Allocation of Expenses. The Advisor agrees that it will furnish Each party to this Agreement shall bear the Trust, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to of performing its obligations hereunder. In this regard, the Portfolio Adviser specifically agrees that the Sub-Adviser shall not expressly assumed by be responsible for the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to following expenses: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (via) fees and expenses incurred in connection with the issuance, registration and transfer of its shares; (b) brokerage and commission expenses incurred by the Fund; (c) all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust's custodianTrust for the benefit of the Fund including all fees and expenses of its Custodian, shareholder servicing or transfer services agent and accounting services agent; ; (viid) interest charges on any Fund borrowings; (e) costs and expenses incident to of pricing and calculating its daily net asset value (including, without limitation, any equipment or services obtained for the issuance purpose of pricing shares or valuing the Fund’s assets) and of maintaining its books of account required under the 1940 Act, except for the expenses incurred by the Sub-Adviser in connection with its services under Section 13 hereunder, which are expenses of the Portfolio's sharesSub-Adviser; (f) Fund taxes, if any; (g) except as stated below, expenditures in connection with meetings of the Fund’s shareholders and the Board; (h) salaries and expenses of officers of the Trust, including issuance on without limitation the payment ofTrust’s Chief Compliance Officer, or reinvestment of, dividends; (viii) and fees and expenses incident of members of the Board or members of any advisory board or committee; (i) insurance premiums on property or personnel of the Fund which inure to the registration under Federal Fund’s benefit, including liability and fidelity bond insurance; (j) legal, auditing and accounting fees of the Fund and trade association dues or state securities laws educational program expenses of the Trust or the shares Board; and (k) fees and expenses (including legal fees) of registering and maintaining registration of the PortfolioFund’s shares for sale under applicable securities laws; (ix) all expenses of preparingmaintaining and servicing shareholder accounts, printing including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and mailing reports and notices and proxy materials to shareholders other agents for the benefit of the Portfolio; (x) all other expenses incident Fund, if any. The Sub-Adviser specifically agrees that with respect to holding meetings the operation of the Portfolio's shareholders; Fund, the Sub-Adviser shall be responsible for (xii) dues providing the personnel, office space, furnishings, equipment and reasonably necessary to provide its sub-advisory services the Fund hereunder, and (ii) the costs of any special Board meetings or assessments shareholder meetings convened for the primary benefit of the Sub-Adviser. Additionally, the Sub-Adviser agrees that the Sub-Adviser shall be responsible for reasonable expenses incurred by the Fund or contributions adviser in responding to a legal, administrative, judicial or regulatory action, claim, or suit involving the Investment Company Institute Sub-Adviser to which neither the Fund nor the Adviser is a party. Nothing in this Agreement shall alter the allocation of expenses and costs agreed upon between the Fund and the Adviser in the Advisory Agreement or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations other agreement to which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actthey are parties.

Allocation of Expenses. The Advisor agrees that it will furnish Except for the services and facilities to be provided by the Adviser pursuant to a separate administration agreement with the Trust, at the Advisor's expense, with all office space Trust assumes and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also shall pay all compensation expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of all Trustees, officers and employees Additional Information of the Trust who are affiliated persons of provides otherwise, the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid borne by the Trust from shall include, without limitation: (a) all expenses of organizing the assets of Trust; (b) the Portfolio, as applicable, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation charges and expenses of any registrar, stock transfer or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Trust's Trustees Trust for the safekeeping of its cash, portfolio securities and other property, including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Trust (other than those affiliated with utilized by the Advisor; Adviser in providing the services described in Section 2); (vc) legal and audit expenses; (vi) fees the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Trust's custodian, shareholder servicing including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or transfer agent and accounting services agent; other fees payable by the Trust to federal, state or other governmental agencies; (viif) expenses incident expenses, including the cost of printing certificates, relating to the issuance of Shares of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; Trust; (viiig) fees expenses involved in registering and expenses incident to the registration under Federal or state securities laws maintaining registrations of the Trust and of its Shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the shares Trust, and including compensation of persons who are employees of the Portfolio; Adviser, in proportion to the relative time spent on such matters; (ixh) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and notices other communications to existing shareholders; (i) expenses of preparing and proxy materials printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to shareholders the Trust, including, without limitation, legal services rendered in connection with the Trust’s trust and financial structure and relations with its shareholders, issuance of Shares of the Portfolio; Trust and registration and qualification of Shares under federal, state and other laws; (xl) all other expenses incident to holding meetings the cost and expense of maintaining the books and records of the Portfolio's shareholders; Trust, including general ledger accounting; (xim) dues insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or assessments similar coverage with respect to securities of or contributions to the Investment Company Institute or any successor; Trust; (xiio) interest payable on Trust borrowings; (p) such other non-recurring expenses of the Trust as may arise, including litigation affecting expenses of actions, suits or proceedings to which the Trust on behalf of the Trust is a party and expenses resulting from the legal obligations which obligation that the Trust on behalf of the Trust may have to indemnify its officers and Trustees provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; and and (xiiir) all other expenses which permitted by the Prospectus and Statement of Additional Information of the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted as being paid by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 ActTrust.

Allocation of Expenses. The Advisor agrees that it will furnish Except for the services and facilities to be provided by the Adviser pursuant to a separate administration agreement with the Trust, at the Advisor's expense, with all office space Fund assumes and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also shall pay all compensation expenses for all other Fund operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of all Trustees, officers and employees Additional Information of the Trust who are affiliated persons of Fund provides otherwise, the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed be borne by the Advisor under this Agreement Fund shall be paid by include, without limitation: (a) all expenses of organizing the Trust from the assets of the Portfolio, as applicable, including, but not limited to (i) interest and taxesFund; (iib) brokerage commissions; (iii) insurance premiums; (iv) compensation the charges and expenses of any registrar, stock transfer or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Trust's Trustees Fund for the safekeeping of its cash, portfolio securities and other property, including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Fund (other than those affiliated with utilized by the AdvisorAdviser in providing the services described in Section 2); (vc) legal and audit expenses; (vi) fees the charges and expenses of the Trust's custodianbookkeeping, shareholder servicing or transfer agent accounting and accounting services agentauditors; (viid) expenses incident brokerage commissions and other costs incurred in connection with transactions in the portfolio securities of the Fund, including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or other fees payable by the Fund to federal, state or other governmental agencies; (f) expenses, including the cost of printing certificates, relating to the issuance of Shares of the Portfolio's sharesFund; (g) expenses involved in registering and maintaining registrations of the Fund and of its Shares with the Securities and Exchange Commission (" SEC ") and various states and other jurisdictions, including issuance reimbursement of actual expenses incurred by the Adviser or others in performing such functions for the Fund, and including compensation of persons who are employees of the Adviser, in proportion to the relative time spent on the payment of, or reinvestment of, dividendssuch matters; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ixh) expenses of shareholders' and trustees' meetings, including meetings of committees, and of preparing, printing and mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and notices and proxy materials other communications to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's existing shareholders; (xii) dues or assessments expenses of or contributions preparing and printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to the Investment Company Institute or any successorFund, including, without limitation, legal services rendered in connection with the Fund's trust and financial structure and relations with its shareholders, issuance of Shares of the Fund and registration and qualification of Shares under federal, state and other laws; (xiil) the cost and expense of maintaining the books and records of the Fund, including general ledger accounting; (m) insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or similar coverage with respect to securities of the Fund; (o) interest payable on Fund borrowings; (p) such other non-recurring expenses of the Fund as may arise, including litigation affecting the Trust and the legal obligations expenses of actions, suits or proceedings to which the Trust on behalf of the Fund is a party and expenses resulting from the legal obligation that the Trust on behalf of the Fund may have to indemnify its officers and Trustees provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; and (xiiir) all other expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted permitted by the Trust and/or Prospectus and Statement of Additional Information of the Portfolio pursuant to Rule 12b-1 under Fund as being paid by the 1940 ActFund.

Allocation of Expenses. The Advisor agrees that it will furnish Sub-adviser shall be responsible for all expenses incurred in performing the Trust, at services set forth in Article II hereof. These expenses include only the Advisor's expense, with all costs incurred in providing sub-advisory services pursuant to this Agreement (such as compensating and furnishing office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs Sub-adviser connected with investment and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets economic research, trading, and investment management of the Portfolio). As described in the Advisory Agreement, as applicable, includingthe Fund and/or the Adviser pays all other expenses incurred in the operation of the Portfolio and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out-of-pocket expenses, but not limited including the Sub-adviser's overhead and employee costs); fees payable to (i) the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and taxesother communications expenses; (ii) brokerage commissionstaxes and governmental fees; (iii) insurance premiums; (iv) compensation fees, dues and expenses of incurred by or with respect to the Trust's Trustees other than those affiliated Fund in connection with the Advisormembership in investment company trade organizations; (v) legal and audit expenses; (vi) fees and expenses of the TrustFund's custodianAdministrator or of any transfer agent, shareholder servicing registrar, or transfer dividend disbursing agent and accounting services agentof the Fund; (vii) expenses incident payments to the issuance Administrator for maintaining the Fund's financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates; other expenses in connection with the Portfolio's sharesissuance, including issuance on offering, distribution or sale of securities issued by the payment of, or reinvestment of, dividendsFund; (viii) fees expenses relating to investor and public relations; expenses incident to the registration under Federal or state securities laws of the Trust or the registering and qualifying shares of the PortfolioFund for sale; (ix) freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of preparing, printing and mailing reports and distributing prospectuses, Statements of Additional Information, reports, notices and proxy materials dividends to shareholders stockholders; costs of the Portfoliostationery or other office supplies; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect theretoexpenses; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actcosts of stockholders' and other meetings.

Allocation of Expenses. The Advisor agrees that it will furnish the Trust, at the Advisor's expense, with all office space Fund assumes and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also shall pay all compensation expenses for all other Fund operations and activities and shall reimburse the Adviser for any such expenses incurred by the Adviser. Unless the Prospectus or Statement of all Trustees, officers and employees Additional Information of the Trust who are affiliated persons of Fund provides otherwise, the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed be borne by the Advisor under this Agreement Fund shall be paid by include, without limitation: (a) all expenses of organizing the Trust from Fund; (b) the assets of the Portfolio, as applicable, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation charges and expenses of any registrar, stock transfer or dividend disbursing agent, shareholder servicing agent, custodian or depository appointed by the Trust's Trustees Fund for the safekeeping of its cash, portfolio securities and other property, including the costs of servicing shareholder investment accounts, and bookkeeping, accounting and pricing services provided to the Fund (other than those affiliated with utilized by the Advisor; Adviser in providing the services described in Section 2); (vc) legal and audit expenses; (vi) fees the charges and expenses of bookkeeping, accounting and auditors; (d) brokerage commissions and other costs incurred in connection with transactions in the Trust's custodianportfolio securities of the Fund, shareholder servicing including any portion of such commissions attributable to brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934; (e) taxes, including issuance and transfer taxes, and trust registration, filing or transfer agent and accounting services agent; other fees payable by the Fund to federal, state or other governmental agencies; (viif) expenses incident expenses, including the cost of printing certificates, relating to the issuance of Shares of the Portfolio's sharesFund; (g) expenses involved in registering and maintaining registrations of the Fund and of its Shares with the Securities and Exchange Commission (“SEC”) and various states and other jurisdictions, including issuance on reimbursement of actual expenses incurred by the payment ofAdviser or others in performing such functions for the Fund, or reinvestment ofand including compensation of persons who are employees of the Adviser, dividends; (viii) fees and expenses incident in proportion to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; relative time spent on such matters; (ixh) expenses of shareholders’ and trustees’ meetings, including meetings of committees, and of preparing, printing and mailing proxy statements, quarterly reports, if any, semi-annual reports, annual reports and notices other communications to existing shareholders; (i) expenses of preparing and proxy materials printing prospectuses and marketing materials; (j) compensation and expenses of trustees who are not affiliated with the Adviser; (k) charges and expenses of legal counsel in connection with matters relating to shareholders the Fund, including, without limitation, legal services rendered in connection with the Fund’s trust and financial structure and relations with its shareholders, issuance of Shares of the Portfolio; Fund and registration and qualification of Shares under federal, state and other laws; (xl) all other expenses incident to holding meetings the cost and expense of maintaining the books and records of the Portfolio's shareholders; Fund, including general ledger accounting; (xim) dues insurance premiums on fidelity, errors and omissions and other coverages, including the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act which may also cover the Adviser; (n) expenses incurred in obtaining and maintaining any surety bond or assessments similar coverage with respect to securities of or contributions to the Investment Company Institute or any successor; Fund; (xiio) interest payable on Fund borrowings; (p) such other non-recurring expenses of the Fund as may arise, including litigation affecting the Trust and the legal obligations expenses of actions, suits or proceedings to which the Trust on behalf of the Fund is a party and expenses resulting from the legal obligation that the Trust on behalf of the Fund may have to indemnify its officers and Trustees provide indemnity with respect thereto; (q) expenses and fees reasonably incidental to any of the foregoing specifically identified expenses; and and (xiiir) all other expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted permitted by the Trust and/or Prospectus(es) and Statement of Additional Information of the Portfolio pursuant to Rule 12b-1 under Fund as being paid by the 1940 Act.Fund

Allocation of Expenses. (a) The Advisor agrees that it Trust will furnish pay the following expenses in connection with the sales and distribution of Shares of the Trust, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to : (i) interest expenses pertaining to the preparation of the Trust’s audited and taxes; certified financial statements to be included in any amendments (“Amendments”) to the Trust’s Registration Statements under the 1933 Act, including the Prospectuses and Statements of Additional Information included therein; (ii) brokerage commissions; expenses pertaining to the preparation (iiiincluding legal fees) insurance premiums; (iv) compensation and expenses printing of all Amendments or supplements filed with the SEC, including the copies of the Trust's Trustees Prospectuses and Statements of Additional Information included in the Amendments and the first ten (10) copies of the definitive Prospectuses and Statements of Additional Information or supplements thereto, other than those affiliated with the Advisor; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodian, shareholder servicing necessitated by or transfer agent and accounting services agent; (vii) expenses incident related to the issuance of the Portfolio's shares, including issuance on the payment of, your activities where such Amendments or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all supplements result in expenses which the Trust would not otherwise have incurred; (iii) expenses pertaining to the preparation, printing, and distribution of any reports or communications, including Prospectuses and Statements of Additional Information, which are sent to the Portfolio agree Trust’s existing shareholders; and (iv) filing and other fees to bear in federal and state securities regulatory authorities necessary to register and maintain registration of the Shares. (b) Except to the extent that you are entitled to compensation under the provisions of the Distribution Plan for the Trust, you will pay the following expenses: (i) expenses of printing additional copies of the Prospectuses and Statements of Additional Information and any distribution agreement amendments or in any plan adopted supplements thereto which are necessary to continue to offer the Trust’s Shares to the Eligible Investors; (ii) expenses pertaining to the preparation (excluding legal fees) and printing of all Amendments and supplements to the Trust’s Registration Statements if the Amendment or supplement arises from or is necessitated by or related to your activities where those expenses would not otherwise have been incurred by the Trust and/or Trust; and (iii) expenses pertaining to the Portfolio pursuant printing of additional copies, for use by you as sales literature, of reports or other communications which have been prepared for distribution to Rule 12b-1 under the 1940 ActTrust’s existing shareholders or incurred by you in advertising, promoting and selling the Trust’s Shares to the Eligible Investors.

Allocation of Expenses. The Advisor agrees that it (a) With respect to the operation of the Fund, the Adviser will furnish be responsible for (i) providing the Trustpersonnel, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel reasonably necessary for carrying out to perform its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to (i) interest and taxesobligations hereunder; (ii) brokerage commissionsthe expenses of printing and distributing extra copies of the Fund’s prospectus, statement of additional information, and sales and advertising materials (but not the legal, auditing or accounting fees attendant thereto) to prospective investors (but not to existing shareholders); and (iii) insurance premiums; any costs of liquidating or reorganizing the Fund if the liquidation or reorganization is made at the request of the Adviser (iv) compensation and unless such cost is otherwise allocated by the Board). If the Adviser has agreed to limit the operating expenses of the Trust's Trustees Fund, the Adviser also will be responsible on a monthly basis for any operating expenses that exceed the agreed upon expense limit, subject to the terms of such agreement. (b) The Fund is responsible for and has assumed the obligation for payment of its expenses, other than those affiliated as stated in Section 4(a) above, including but not limited to: the Fund’s initial organizational and offering expenses, fees and expenses (including legal fees) incurred in connection with the Advisorissuance, registration (and maintenance of registration) and transfer of its shares; (v) legal commissions, spreads, fees and audit expensesother expenses connected with the acquisition, holding, disposition of securities and other investments including placement and similar fees in connection with direct placements; (vi) all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Fund including all fees and expenses of the Trust's its custodian, shareholder servicing or transfer services agent and accounting services agent; (vii) all expenses incident incurred in connection with borrowings; dividend and interest expenses related to short sales; costs and expenses of pricing and calculating its net asset value and of maintaining its books of account required under the issuance 1940 Act; taxes, if any; expenditures in connection with meetings of the Portfolio's sharesBoard that are properly payable by the Fund; expenditures in connection with meetings of shareholders, including issuance on proxy solicitations therefor (except for expenses related to any shareholder meeting convened as a result of a change of control of the payment ofAdviser or otherwise convened for the primary benefit of the Adviser which expenses shall be borne by the Adviser), or reinvestment ofas determined by the Board; salaries and expenses, dividendsif any, of officers of the Fund; (viii) fees and expenses incident to the registration under Federal or state securities laws of members of the Trust Board or the shares members of any advisory board or committee; insurance premiums on property or personnel of the PortfolioFund which inure to its benefit, including liability and fidelity bond insurance; (ix) the cost of preparing and printing reports, proxy statements, the Prospectus of the Fund or other communications for distribution to existing shareholders; legal, auditing and accounting fees; trade association dues or educational program expenses determined appropriate by the Board; all expenses of preparing, printing maintaining and mailing reports and notices and proxy materials to shareholders servicing shareholder accounts of the PortfolioFund maintained with the Fund’s transfer agent, including all charges for transfer, shareholder recordkeeping, distribution disbursing, redemption; (x) and all other expenses incident to holding meetings charges and costs of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or its operation plus any successor; (xii) such extraordinary and non-recurring expenses including litigation, proceedings, claims and indemnification obligations to its directors, officers, service providers and shareholders, except as herein otherwise prescribed. (c) The Adviser may arisevoluntarily or contractually absorb certain Fund expenses. (d) To the extent the Adviser incurs any costs by assuming expenses which are an obligation of the Fund as set forth herein, the Fund will promptly reimburse the Adviser for such costs and expenses, except to the extent the Adviser has otherwise agreed to bear such expenses. To the extent the services for which the Fund is obligated to pay are performed by the Adviser, the Adviser will be entitled to recover from such Fund to the extent of the Adviser’s actual costs for providing such services. In determining the Adviser’s actual costs, the Adviser may take into account an allocated portion of the salaries and overhead of personnel performing such services. (e) To the extent that the Adviser pays fees in addition to any Fund servicing fees to financial intermediaries, including litigation affecting banks, broker-dealers, financial advisors or pension administrators, for sub-administration, sub-transfer agency or any other shareholder servicing services associated with shareholders whose shares are held in omnibus or other group accounts, the Trust Adviser will report such payments regularly to the Fund, including the amounts paid and the legal obligations which relevant financial institutions. (f) The fee payable to the Trust may have to indemnify its officers and Trustees Adviser under this Agreement with respect thereto; and (xiii) all expenses which to the Trust or Fund may be reduced to the Portfolio agree to bear in extent of any distribution agreement or in any plan adopted receivable owed by the Trust and/or Adviser to the Portfolio pursuant Fund (provided that such obligation is not subject to Rule 12b-1 a good faith dispute) or as required under any operating expense limitation agreement applicable to the 1940 ActFund.

Allocation of Expenses. The Advisor agrees Except for the services or facilities to be provided by the Adviser set forth in Paragraph 2 above, the Trust assumes and shall pay all expenses for all other Trust operations and activities and shall reimburse the Adviser for any such expense incurred by the Adviser (it being understood that it will furnish the Trust, at Trust shall allocate such expenses between or among its Portfolios to the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out extent contemplated by its duties under this Master Trust Agreement). The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid borne by the Trust from the assets of the Portfolioshall include, as applicable, including, but not limited to without limitation: (i1) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and all expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of organizing the Trust or the shares forming any series thereof; (2) all expenses (including information, materials and services other than services of the Portfolio; (ixAdviser) expenses of preparing, printing and mailing reports all annual, semiannual and notices and periodic reports, proxy materials and other communications (including registration statements, prospectuses and amendments and revisions thereto) furnished to existing shareholders of the Portfolio; Trust and/or regulatory authorities; (x3) fees involved in registering and maintaining registration of the Trust and its shares with the Securities and Exchange Commission and state regulatory authorities; (4) any other registration, filing or other fees in connection with requirements of regulatory authorities; (5) expenses, including the cost of printing of certificates relating to the issuance of shares of the Trust; (6) to the extent not paid by the Trust's distributor, the expenses of maintaining a shareholder account and furnishing, or causing to be furnished, to each shareholder a statement of his account, including the expense of mailing such statements; (7) taxes and fees payable by the Trust to federal, state or other governmental agencies; (8) expenses related to the redemption of its shares, including expenses attributable to any program of periodic redemption; (9) all issue and transfer taxes, brokers' commissions and other expenses incident costs chargeable to holding meetings the Trust in connection with securities transactions to which the Trust is a party, including any portion of such commissions attributable to research and brokerage services as defined by Section 28(e) of the Portfolio's Securities Exchange Act of 1934, as amended from time to time; (10) the charges and expenses of the custodian appointed by the Trust, or any depository utilized by such custodian, for the safekeeping of its property; (11) charges and expenses of any shareholder servicing agents, transfer agents and registrars appointed by the Trust, including costs of servicing shareholder investment accounts; (12) charges and expenses of independent accountants retained by the Trust; (13) legal fees and expenses in connection with the affairs of the Trust, including legal fees and expenses in connection with registering and qualifying its shares with federal and state regulatory authorities; (14) compensation of Trustees of the Trust who are not "interested persons" of the Trust (as defined in the 1940 Act); (15) expenses of shareholders; ' and Trustees' meetings, including, without limitation, reasonable out-of-pocket expenses incurred by Trustees in connection with attendance at Trustees' meetings (xiregardless of whether such Trustees are also employees of the Adviser or its affiliates or are otherwise "interested persons" of the Trust); (16) membership dues or in, and assessments of or contributions to of, the Investment Company Institute or similar organizations; (17) insurance premiums on fidelity, errors and omissions and other coverages; (18) expenses incurred in connection with any successordistribution plan adopted by the Trust in compliance with Rule 12b-1 of the 1940 Act; and (xii19) such other non-recurring expenses of the Trust as may arise, including litigation affecting including, without limitation, expenses of actions, suits, or proceedings to which the Trust is a party and the legal obligations obligation which the Trust may have to indemnify its officers and Trustees or shareholders with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Act.

Allocation of Expenses. The Advisor agrees that expenses of the Portfolios and the expenses of WRIMCO in performing its functions under this Agreement shall be divided into two classes, to wit: (i) those expenses which will be paid in full by WRIMCO as set forth in subparagraph "A" hereof, and (ii) those expenses which will be paid in full by the Portfolios, as set forth in subparagraph "B" hereof. A. With respect to the duties of WRIMCO under Section II above, it will furnish shall pay in full, except as to the Trustbrokerage and research services acquired through the allocation of commissions as provided in Section IV hereinafter, at for (a) the Advisor's expense, with salaries and employment benefits of all employees of WRIMCO who are engaged in providing these advisory services; (b) adequate office space and facilitiessuitable office equipment for such employees; and (c) all telephone and communications costs relating to such functions. WRIMCO shall compensate each of the Portfolios' Subadvisers, if any. In addition, WRIMCO shall pay the fees and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (expenses of all directors of the Corporation who are employees of WRIMCO or an affiliate thereof) will also pay all compensation affiliated corporation and the salaries and employment benefits of all Trustees, officers and employees of the Trust Corporation who are affiliated persons of WRIMCO. B. The Portfolios shall pay in full for all of their expenses which are not listed above (other than those assumed by WRIMCO or its affiliates in their respective capacities as principal underwriter of the Advisor. All operating shares of the Portfolios, as Shareholder Servicing Agent, Transfer Agent or as Accounting Services Agent for the Portfolios), including (a) the costs of preparing and printing prospectuses and reports to shareholders of the Portfolios, including mailing costs; (b) the costs of printing all proxy statements and all other costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of meetings of shareholders of the PortfolioPortfolios (unless the Corporation and WRIMCO shall otherwise agree); (c) interest, as applicabletaxes, includingbrokerage commissions and premiums on fidelity and other insurance; (d) audit fees and expenses of independent accountants and legal fees and expenses of attorneys, but not limited to (i) interest and taxesof attorneys who are employees of WRIMCO or an affiliated company; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vie) fees and expenses of the Trust's custodianits directors not affiliated with Waddell & Xxxx, shareholder servicing or transfer agent and accounting services agentInc.; (viif) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividendscustodian fees and expenses; (viiig) fees payable by the Portfolios under the Securities Act of 1933, the Investment Company Act of 1940, and the securities or "Blue-Sky" laws of any jurisdiction; (h) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successorsuccessor organization; (xiii) such non-recurring nonrecurring or extraordinary expenses as may arise, including litigation affecting the Trust Portfolios, and any indemnification by the legal obligations which the Trust may have to indemnify Portfolios of its officers officers, directors, employees and Trustees agents with respect thereto; (j) the costs and expenses provided for in any Shareholder Servicing Agreement or Accounting Services Agreement, including amendments thereto, contemplated by subsection C of this Section III. In the event that any of the foregoing shall, in the first instance, be paid by WRIMCO or its affiliate, the Portfolios shall pay the same to WRIMCO or its affiliate on presentation of a statement with respect thereto. C. WRIMCO, or an affiliate of WRIMCO, may also act as (i) transfer agent or shareholder servicing agent of the Portfolios and/or as (ii) accounting services agent of the Portfolios if at the time in question there is a separate agreement, "Shareholder Servicing Agreement," "Transfer Agency Agreement" and/or "Accounting Services Agreement," covering such functions between the Portfolios and WRIMCO, or such affiliate. The entity, whether WRIMCO or its affiliate, which is the party to any such Agreement with the Corporation may be referred to as the "Agent." Each such Agreement shall provide in substance that it shall go into effect, or be amended, or a new agreement covering the same topics between the Corporation and the Agent may be entered into, only if the terms of such Agreement, such amendment or such new agreement have been approved by the Board of Directors of the Corporation, including the vote of a majority of the directors who are not "interested persons" as defined in the Investment Company Act of 1940, of either party to the Agreement, such amendment or such new agreement (considering WRIMCO to be such a party even if at the time in question the Agent is an affiliate of WRIMCO), cast in person at a meeting called for the purpose of voting on such approval. Such a vote is referred to as a "disinterested director" vote. Each such Agreement shall also provide in substance for its continuance, unless terminated, for a specified period which shall not exceed two years from the date of its execution and from year to year thereafter only if such continuance is specifically approved at least annually by a disinterested director vote, and that any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Portfolios and their shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued are services required for the operation of the Portfolios; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (xiiiiv) all expenses which the Trust fees for such services are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality. Any such Agreement may also provide in substance that any disinterested director vote may be conditioned on the favorable vote of the holders of a majority (as defined in or under the Portfolio agree to bear Investment Company Act of 1940) of the outstanding shares of each class or series of the Portfolios. Any such Agreement shall also provide in any distribution agreement or in any plan adopted substance that it may be terminated by the Trust and/or Agent at any time without penalty upon giving the Portfolio pursuant to Rule 12b-1 Portfolios one hundred twenty (120) days' written notice (which notice may be waived by the Portfolios) and may be terminated by the Portfolios at any time without penalty upon giving the Agent sixty (60) days' written notice (which notice may be waived by the Agent), provided that such termination by the Portfolios shall be directed or approved by the vote of a majority of the Board of Directors of the Corporation in office at the time or by the vote of the holders of a majority (as defined in or under the 1940 ActInvestment Company Act of 1940) of the outstanding shares of each class or series of the Portfolios.

Allocation of Expenses. The Advisor agrees that it will furnish a. In addition to the Trustfee described in Section 2 hereof, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also each Fund shall pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating its costs and expenses relating to the Portfolio which are not expressly assumed by Adviser. These Fund expenses include, by way of example, but not by way of limitation, all expenses incurred in the Advisor under this Agreement shall be paid by the Trust from the assets operation of the Portfolio, as applicableFund and any public offering of its shares, including, but not limited to among others, fees (iif any) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses associated with a plan of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 ActAct ("Plan of Distribution"), interest, taxes, brokerage fees and commissions, fees of the trustees who are not employees of Adviser or the principal underwriter of the Fund's shares (the "Underwriter"), or any of their affiliates, expenses of trustees' and shareholders' meetings, including the cost of printing and mailing proxies, expenses of insurance premiums for fidelity and other coverage, expenses of redemption of shares, expenses of issue and sale of shares (to the extent not borne by the Underwriter under its agreement with the Fund), expenses of printing and mailing stock certificates representing shares of the Fund, association membership dues, charges of custodians, transfer agents, dividend disbursing agents, accounting services agents, investor servicing agents, and bookkeeping, auditing, and legal expenses. Each Fund will also pay the fees and bear the expense of registering and maintaining the registration of the Fund and its shares with the Securities and Exchange Commission and registering or qualifying its shares under state or other securities laws and the expense of preparing and mailing prospectuses and reports to shareholders. b. The Underwriter shall bear all advertising and promotional expenses in connection with the distribution of each Fund's shares, including paying for prospectuses for new shareholders, except as provided in the following sentence. No Fund shall use any of its assets to finance costs incurred in connection with the distribution of its shares except pursuant to a Plan of Distribution.

Allocation of Expenses. The Advisor agrees that it During the term of this Agreement, each Fund will furnish bear all expenses not expressly assumed by Idex Management incurred in the operation of each Fund and the offering of its shares. Without limiting the generality of the foregoing: (a) Each Fund shall pay (i) fees payable to Idex Management pursuant to this Agreement; (ii) the cost (including brokerage commissions, if any) incurred in connection with purchases and sales of each Fund's portfolio securities; (iii) expenses of organizing the Fund; (iv) filing fees and expenses relating to registering and qualifying and maintaining the registration and qualification of a Fund's shares for sale under federal and state securities laws; (v) its allocable share of the compensation, fees and reimbursements paid to the Trust's non-interested Trustees; (vi) custodian and transfer agent fees; (vii) legal and accounting expenses allocable to each Fund, at including costs for local representation in Massachusetts and fees of special counsel, if any, for the Advisor's expenseindependent Trustees; (viii) all federal, state and local tax (including stamp, excise, income and franchise taxes and the preparation and filing of all returns and reports in connection therewith; (ix) cost of certificates and delivery to purchasers; (x) expenses of preparing and filing reports with federal and state regulatory authorities; (xi) expenses of shareholders' meetings and of preparing, printing and distributing proxy statements (unless otherwise agreed to by the Trust and Idex Management); (xii) costs of any liability, uncollectible items of deposit and other insurance or fidelity bonds; (xiii) any costs, expenses or losses arising out of any liability of or claim for damage or other relief asserted against the Trust for violation of any law; (xiv) expenses of preparing, typesetting and printing prospectuses and supplements thereto for existing shareholders and of reports and statements to shareholders; (xv) fees and expenses in connection with membership in investment company organizations and 12b-1 fees; and (xvi) any extraordinary expenses incurred by the Trust on behalf of the Funds. (b) Idex Management shall pay (i) all office space and facilities, and equipment and clerical personnel necessary for carrying out expenses incurred by it in the performance of its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers ; and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vi) compensation, fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect theretoof the Trust, except for such Trustees who are not interested persons (as defined in the 0000 Xxx) of Idex Management; (c) If, for any fiscal year, the total expenses of a Fund, including but not limited to: the fees to Idex Management, compensation to its custodian, transfer agent, registrar, auditors and legal counsel, printing expense, and fees, compensation and expenses to Trustees who are not interested persons, exceed any expense limitation imposed by applicable state law, Idex Management shall reimburse a Fund for such excess in the manner and to the extent required by applicable state law; and (xiii) all provided, however, that Idex Management shall reimburse each Fund for the amount of such expenses which exceed 1.20% of the Trust Fund's average daily net assets. For purposes of this sub-paragraph, "total expenses" shall not include interest, taxes, litigation expenses, brokerage commissions or the Portfolio agree to bear other costs incurred in acquiring or disposing of any distribution agreement or in any plan adopted by the Trust and/or the Portfolio of a Fund's portfolio securities, expenses incurred pursuant to a Fund's Plan of Distribution under Rule 12b-1 under of the 1940 Act, or any costs arising other than in the ordinary and necessary course of a Fund's business.

Allocation of Expenses. The Advisor agrees that it During the term of this Agreement, each Fund will furnish bear all expenses not expressly assumed by ATF Advisers incurred in the operation of each Fund and the offering of its shares. Without limiting the generality of the foregoing: (a) Each Fund shall pay (i) fees payable to ATF Advisers pursuant to this Agreement; (ii) the cost (including brokerage commissions, if any) incurred in connection with purchases and sales of each Fund's portfolio securities; (iii) expenses of organizing the Fund; (iv) filing fees and expenses relating to registering and qualifying and maintaining the registration and qualification of a Fund's shares for sale under federal and state securities laws; (v) its allocable share of the compensation, fees and reimbursements paid to the Trust's non-interested Trustees; (vi) custodian and transfer agent fees; (vii) legal and accounting expenses allocable to each Fund, at including costs for local representation in Massachusetts and fees of special counsel, if any, for the Advisor's expenseindependent Trustees; (viii) all federal, state and local tax (including stamp, excise, income and franchise taxes and the preparation and filing of all returns and reports in connection therewith; (ix) cost of certificates and delivery to purchasers; (x) expenses of preparing and filing reports with federal and state regulatory authorities; (xi) expenses of shareholders' meetings and of preparing, printing and distributing proxy statements (unless otherwise agreed to by the Trust and ATF Advisers); (xii) costs of any liability, uncollectible items of deposit and other insurance or fidelity bonds; (xiii) any costs, expenses or losses arising out of any liability of or claim for damage or other relief asserted against the Trust for violation of any law; (xiv) expenses of preparing, typesetting and printing prospectuses and supplements thereto for existing shareholders and of reports and statements to shareholders; (xv) fees and expenses in connection with membership in investment company organizations and 12b-1 fees; and (xvi) any extraordinary expenses incurred by the Trust on behalf of the Funds; (b) ATF Advisers shall pay (i) all office space and facilities, and equipment and clerical personnel necessary for carrying out expenses incurred by it in the performance of its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers ; and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (vi) compensation, fees and expenses of the Trust's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Trust or the shares of the Portfolio; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Portfolio; (x) all other expenses incident to holding meetings of the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect theretoof the Trust, except for such Trustees who are not interested persons (as defined in the 0000 Xxx) of ATF Advisers; (c) If, for any fiscal year, the total expenses of a Fund, including but not limited to: the fees to ATF Advisers, compensation to its custodian, transfer agent, registrar, auditors and legal counsel, printing expense, and fees, compensation and expenses to Trustees who are not interested persons, exceed any expense limitation imposed by applicable state law, ATF Advisers shall reimburse a Fund for such excess in the manner and to the extent required by applicable state law; and (xiii) all provided, however, that ATF Advisers shall reimburse each Fund for the amount of such expenses which exceed the Trust expense cap of the Fund's average daily net assets as listed in Schedule A attached to this Agreement. For purposes of this sub-paragraph, "total expenses" shall not include interest, taxes, litigation expenses, brokerage commissions or the Portfolio agree to bear other costs incurred in acquiring or disposing of any distribution agreement or in any plan adopted by the Trust and/or the Portfolio of a Fund's portfolio securities, expenses incurred pursuant to a Fund's Plan of Distribution under Rule 12b-1 under of the 1940 Act, or any costs arising other than in the ordinary and necessary course of a Fund's business.

Allocation of Expenses. The Advisor agrees that it will furnish Sub-adviser shall be responsible for all expenses incurred in performing the Trust, at services set forth in Article II hereof. Such expenses include the Advisor's expense, with all costs incurred in providing sub-advisory services pursuant to this Agreement (such as compensating and furnishing office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons Sub-adviser connected with investment and economic research, trading, and investment management of the AdvisorPortfolios). All operating costs and As described in the Advisory Agreement, the Fund and/or the Adviser pay all other expenses relating to incurred in the Portfolio not expressly assumed by the Advisor under this Agreement shall be paid by the Trust from the assets operation of the Portfolio, as applicable, includingPortfolios and all of its general administrative expenses. The Sub-adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out-of-pocket expenses, but not limited including the Sub-adviser’s overhead and employee costs); fees payable to (i) the Sub-adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and taxesother communications expenses; (ii) brokerage commissionstaxes and governmental fees; (iii) insurance premiums; (iv) compensation fees, dues and expenses of incurred by or with respect to the Trust's Trustees other than those affiliated Fund in connection with the Advisormembership in investment company trade organizations; (v) legal and audit expenses; (vi) fees and expenses of the Trust's custodianFund’s administrator or of any transfer agent, shareholder servicing registrar, or transfer dividend disbursing agent and accounting services agentof the Fund; (vii) expenses incident payments to the issuance administrator for maintaining the Fund’s financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates; other expenses in connection with the Portfolio's sharesissuance, including issuance on offering, distribution or sale of securities issued by the payment of, or reinvestment of, dividendsFund; (viii) fees expenses relating to investor and public relations; expenses incident to the registration under Federal or state securities laws of the Trust or the registering and qualifying shares of the PortfolioFund for sale; (ix) freight, insurance and other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of preparing, printing and mailing reports and distributing prospectuses, Statements of Additional Information, reports, notices and proxy materials dividends to shareholders stockholders; costs of stationery or other office supplies; any litigation expenses; and costs of stockholders’ and other meetings. Notwithstanding the foregoing, the Sub-advisor shall be obligated to reimburse the Fund for liabilities incurred as a result of overdrafts caused by the implementation of the Portfolio; (x) all other expenses incident to holding meetings of Sub-adviser’s investment program for the Portfolio's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Act.

Allocation of Expenses. The Advisor agrees that it will furnish Each party to this Agreement shall bear the Trust, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor (or an affiliate thereof) will also pay all compensation of all Trustees, officers and employees of the Trust who are affiliated persons of the Advisor. All operating costs and expenses relating to of performing its obligations hereunder. In this regard, the Portfolio Adviser specifically agrees that the Sub-Adviser shall not expressly assumed by be responsible for the Advisor under this Agreement shall be paid by the Trust from the assets of the Portfolio, as applicable, including, but not limited to following expenses: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses of the Trust's Trustees other than those affiliated with the Advisor; (v) legal and audit expenses; (via) fees and expenses incurred in connection with the issuance, registration and transfer of its shares; (b) brokerage and commission expenses incurred by the Fund; (c) all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust's custodianTrust for the benefit of the Fund including all fees and expenses of its Custodian, shareholder servicing or transfer services agent and accounting services agent; ; (viid) interest charges on any Fund borrowings; (e) costs and expenses incident to of pricing and calculating its daily net asset value (including, without limitation, any equipment or services obtained for the issuance purpose of pricing shares or valuing the Fund’s assets) and of maintaining its books of account required under the 1940 Act, except for the expenses incurred by the Sub-Adviser in connection with its services under Paragraph 13 hereunder, which are expenses of the Portfolio's sharesSub-Adviser; (f) Fund taxes, if any; (g) except as stated below, expenditures in connection with meetings of the Fund’s shareholders and the Board; (h) salaries and expenses of officers of the Trust, including issuance on without limitation the payment ofTrust’s Chief Compliance Officer, or reinvestment of, dividends; (viii) and fees and expenses incident of members of the Board or members of any advisory board or committee; (i) insurance premiums on property or personnel of the Fund which inure to its benefit, including liability and fidelity bond insurance; (j) legal, auditing and accounting fees of the registration under Federal Fund and trade association dues or state securities laws educational program expenses of the Trust or the shares Board; and (k) fees and expenses (including legal fees) of registering and maintaining registration of the PortfolioFund’s shares for sale under applicable securities laws; (ix) all expenses of preparingmaintaining and servicing shareholder accounts, printing including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and mailing reports and notices and proxy materials to shareholders other agents for the benefit of the Portfolio; (x) all other expenses incident Fund, if any. The Sub-Adviser specifically agrees that with respect to holding meetings the operation of the Portfolio's shareholders; Fund, the Sub-Adviser shall be responsible for (xii) dues or assessments of or contributions providing the personnel, office space, furnishings, equipment and personnel reasonably necessary to provide its sub-advisory services to the Investment Company Institute Fund hereunder, and (ii) the costs of any special Board meetings or shareholder meetings convened for the primary benefit of the Sub-Adviser. Nothing in this Agreement shall alter the allocation of expenses and costs agreed upon between the Fund and the Adviser in the Advisory Agreement or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations other agreement to which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 under the 1940 Actthey are parties.

Allocation of Expenses. The Advisor 8.1 Except as set forth below, each party to this Agreement shall bear, or arrange for others to bear, the costs and expenses of performing its obligations hereunder. Notwithstanding the foregoing: 8.2 Subject to Section 8.4 below, the Trust agrees that it will furnish to bear, or arrange for others to bear, the expense of providing all management, administrative, legal, clerical, accounting, and recordkeeping services necessary or appropriate to conduct the Trust's business and day-to-day operations, at including the Advisorexpenses of the services of individuals under Section 7.2(vi), These expenses shall include the expense of: (a) all charges, commissions and fees agreed to by it pursuant to the Investment Advisory Agreement by and between the Trust and the Underwriter in the Underwriter's expensecapacity as investment adviser; (b) the charges and expenses of independent auditors and outside legal counsel retained by the Trust; (c) brokerage commissions for transactions in the portfolio investments of the Trust and similar fees and charges for the acquisition, with disposition, lending or borrowing of such portfolio investments; (d) all office space taxes, including issuance and facilitiestransfer taxes, and equipment corporate fees, payable by the Trust to Federal, state or other governmental agencies; (e) interest payable on the Trust's borrowings; (f) extraordinary or non-recurring expenses, such as legal claims and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor liabilities and litigation costs and indemnification payments by the Trust in connection therewith; (or an affiliate thereofg) will also pay all expenses of Shareholders and Trustees' meetings (exclusive of compensation and travel expenses of all Trustees, officers and employees those Trustees of the Trust who are affiliated persons "interested persons" of the Advisor. All operating costs Trust within the meaning of the 1940 Act), including those in Section 8.2(h), below; (h) compensation and travel expenses of those Trustees of the Trust who are not "interested persons" of the Trust within the meaning of the 1940 Act; (i) the charges and expenses of any registrar, stock transfer or dividend disbursing agent, custodian, or depository appointed by the Trust for the safekeeping of its cash, portfolio securities and other property; (j) the fees and expenses (other than any such expenses referred to in Section 8.3 below) involved in registering and maintaining registrations of the Trust and its shares with the Securities and Exchange Commission and various states and other jurisdictions, and in preparing and or filing on behalf of the Trust (or assisting counsel and/or auditors in the preparation of) all required tax returns and reports to and other filings with the SEC (including, without limitation, the Trust's annual report to the SEC), and any other governmental agency, together with the preparation of related financial statements (the Underwriter and Trust agreeing to supply or cause to be supplied to the Company all necessary financial and other information in connection with the foregoing); (k) membership or association dues for the Investment Company Institute or similar organization; (l) the cost of the fidelity bond required by 1940 Act Rule 17g-1 and any errors and omissions insurance or other liability insurance covering the Trust and/or its officers, Trustees and employees; (m) the preparation, setting in type, printing in quantity and distribution of materials distributed to then current Shareholders (and, as conceptualized by the SEC, Contractowners) of such materials as prospectuses, statements of additional information, supplements to prospectuses and statements of additional information, periodic reports to Shareholders (and, as conceptualized by the SEC, Contractowners), communications, and proxy materials (including proxy statements, proxy cards and voting instruction forms), together with the preparation of related financial statements, relating to the Portfolio not expressly assumed by Trust and the Advisor under this Agreement shall be paid by the Trust from the assets processing, including tabulation, of the Portfolioresults of voting instructions and proxy solicitations; (n) furnishing, as applicableor causing to be furnished, to each Shareholder (to the extent not provided elsewhere in this Section 8.2) statements of account and/or financial and share ownership information including, but not limited to, the number and value of shares owned by each Shareholder; (o) postage; and (p) the expenses of the services provided by the Company under Section 7.4, above. 8.3 To the extent not assumed by the Trust pursuant to Section 8.2 above, the Company, out of its general account, agrees to assume the expense of: (ia) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and organizational expenses of the Trust's ; (b) compensation and travel expenses of those Trustees of the Trust who are "interested persons" of the Trust within the meaning of the 1940 Act; (c) any activity that may be attributable to the Trust as primarily intended to result in the sale of Trust shares to other than those affiliated with then current Shareholders (and, as conceptualized by the Advisor; SEC, Contractowners), including the preparation, setting in type, printing in quantity and distribution of such materials as prospectuses, statements of additional information, supplements to prospectuses and statements of additional information, sales literature (v) legal and audit expenses; (vi) fees and expenses of including the Trust's custodianperiodic reports to Shareholders and any Account periodic report to Contractowners), shareholder servicing or transfer agent advertising and accounting services agent; (vii) expenses incident other promotional material relating to the issuance of the Portfolio's shares, including issuance on the payment of, or reinvestment of, dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of either the Trust or either Account and compensation paid to sales personnel; 8.4 The Company, out of its general account agrees to pay directly or reimburse the shares Trust for the Trust's expenses set out in Section 8.2 above to the extent that such expenses, on behalf of each of the Portfolio; (ix) expenses of preparingfollowing respective Funds, printing and mailing reports and notices and proxy materials to shareholders exceed 0.65% of the Portfolio; (x) all other expenses incident to holding meetings monthly average net assets of USAA Life Variable Annuity World Growth Fund, 0.70% of the Portfolio's shareholders; monthly average net assets of USAA Life Variable Annuity Aggressive Growth Fund, 1.10% of the monthly average net assets of the USAA Life Variable Annuity International Fund, and 0.35% of the monthly average net assets of each other Fund. (xi) dues Effective May 1, 1998 (or assessments of or contributions such date as the Securities and Exchange Commission may declare a post-effective amendment to the Investment Company Institute or any successor; (xii) such non-recurring expenses as may arise, including litigation affecting Trust's registration statement regarding the Trust and the legal obligations which the Trust may have to indemnify its officers and Trustees with respect thereto; and (xiii) all expenses which the Trust or the Portfolio agree to bear in any distribution agreement or in any plan adopted by the Trust and/or the Portfolio pursuant to Rule 12b-1 matter effective under the 1940 1933 Act), the names of the foregoing Funds, as set out in this Section 8.4, are changed to exclude the term "Variable Annuity.")