Common use of Expenses Borne by Manager Clause in Contracts

Expenses Borne by Manager. 1. In connection with the services rendered by the Manager under this Agreement, the Manager will bear all of the following expenses: (i) The salaries and expenses of all personnel of the Company and the Manager, except the fees and expenses of Directors who are not interested persons of the Manager or of the Company, and the salary (or a portion thereof) of the Company’s Chief Compliance Officer that the Board approves for payment by the Funds; and (ii) All expenses incurred by the Manager in connection with managing the investment operations of the Funds other than those assumed by the Company, Fund or administrator of the Fund or the Company or other third party under a separate agreement. 2. The Manager will not be required to pay expenses of any activity which is primarily intended to result in sales of Shares if and to the extent that: (i) such expenses are required to be borne by a principal underwriter that acts as the distributor of the Fund's Shares pursuant to an underwriting agreement that provides that the underwriter will assume some or all of such expenses, or (ii) the Company on behalf of the Fund will have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) will assume some or all of such expenses. The Manager will pay such sales expenses only to the extent they are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by a Fund (or some other party) pursuant to such a plan. A. Expenses Borne by the Company/Fund. 1. Each Fund assumes and will pay its expenses, including but not limited to those described below (where any such category applies to more than one series of the Company, the Fund shall be liable only for its allocable portion of the expenses): (i) The fees of any investment adviser or expenses otherwise incurred by the Company in connection with the management of the investment and reinvestment of the assets of the Funds; (ii) Brokers’ commissions and any issue or transfer taxes chargeable to the Company in connection with its securities transactions on behalf of the Funds; (iii) Litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Company’s business; (iv) The fees and expenses of Directors who are not interested persons of the Manager, of any investment adviser, and the salary (or a portion thereof) of the Company’s Chief Compliance Officer that the Board approves for payment by the Funds; (v) The fees and expenses of the Funds’ custodian which relate to: (a) the custodial function and the recordkeeping connected therewith; (b) the preparation and maintenance of the general required accounting records of the Funds not being maintained by the Manager; (c) the pricing of the Fund’s Shares, including the cost of any pricing service or services which may be retained pursuant to the authorization of the Directors of the Company; and (d) for both mail and wire orders, the cashiering function in connection with the issuance and redemption of the Funds’ Shares; (vi) The fees and expenses of the Funds’ transfer and dividend disbursing agent, which may be a custodian of the Funds, which relate to the maintenance of each shareholder account; (vii) The charges and expenses of legal counsel (including an allocable portion of the cost of maintaining an internal legal department (provided pursuant to a separate legal services agreement) and compliance department) and independent accountants for the Company; (viii) All taxes and business fees payable by the Funds to federal, state or other governmental agencies; (ix) The fees of any trade association of which the Company may be a member; (x) The cost of share certificates representing the Funds’ shares; (xi) The cost of fidelity, Directors and officers and errors and omissions insurance; (xii) Allocable communications expenses with respect to investor services and all expenses of shareholders’ and Directors meetings and of preparing, printing and mailing prospectuses, proxies and other reports to shareholders in the amount necessary for distribution to the shareholders; (xiii) The fees and expenses involved in registering and maintaining registrations of the Company and of its Shares with the SEC, registering the Company with a broker or dealer and qualifying its Shares under state securities laws, including the preparation and printing of the Company’s Registration Statements and prospectuses for filing under federal and state securities laws for such purposes; (xiv) The Company hereby agrees to reimburse the Manager for the organization expenses of, and the expenses incurred in connection with, the initial offering of any new share classes of a Fund or the initial offering of a new series of the Company.

Expenses Borne by Manager. 1. In connection with the services rendered by the Manager under this Agreement, the Manager will bear all of the following expenses: (i) The salaries and expenses of all personnel of the Company and the Manager, except the fees and expenses of Directors who are not interested persons of the Manager or of the Company, and the salary (or a portion thereof) of the Company’s Chief Compliance Officer that the Board approves for payment by the FundsPortfolios; and (ii) All expenses incurred by the Manager in connection with managing the investment operations of the Funds Portfolios other than those assumed by the Company, Fund Portfolio or administrator Administrator of the Fund Portfolio or the Company or other third party under a separate agreement. 2. The Manager will not be required to pay expenses of any activity which is primarily intended to result in sales of Shares if and to the extent that: that (i) such expenses are required to be borne by a principal underwriter that acts as the distributor of the FundPortfolio's Shares pursuant to an underwriting agreement that provides that the underwriter will assume some or all of such expenses, or (ii) the Company on behalf of the Fund Portfolio will have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund Portfolio (or some other party) will assume some or all of such expenses. The Manager will pay such sales expenses only to the extent they are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by a Fund Portfolio (or some other party) pursuant to such a plan. A. Expenses Borne by the Company/FundPortfolio. 1. Each Fund Portfolio assumes and will pay its expenses, including but not limited to those described below (where any such category applies to more than one series of the Company, the Fund Portfolio shall be liable only for its allocable portion of the expenses): (i) The fees of any investment adviser or expenses otherwise incurred by the Company in connection with the management of the investment and reinvestment of the assets of the FundsPortfolios; (ii) Brokers’ commissions and any issue or transfer taxes chargeable to the Company in connection with its securities transactions on behalf of the FundsPortfolios; (iii) Litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Company’s business; (iv) The fees and expenses of Directors who are not interested persons of the Manager, Manager of any investment adviser, and the salary (or a portion thereof) of the Company’s Chief Compliance Officer that the Board approves for payment by the FundsPortfolios; (v) The fees and expenses of the FundsPortfolios’ custodian Custodian which relate to: to (a) the custodial function and the recordkeeping connected therewith; , (b) the preparation and maintenance of the general required accounting records of the Funds Portfolios not being maintained by the Manager; , (c) the pricing of the FundPortfolio’s Shares, including the cost of any pricing service or services which may be retained pursuant to the authorization of the Directors of the Company; , and (d) for both mail and wire orders, the cashiering function in connection with the issuance and redemption of the FundsPortfolios’ Shares; (vi) The fees and expenses of the FundsPortfolios’ transfer and dividend disbursing agent, which may be a custodian of the FundsPortfolios, which relate to the maintenance of each shareholder account; (vii) The charges and expenses of legal counsel (including an allocable portion of the cost of maintaining an internal legal department (provided pursuant to a separate legal services agreement) and compliance department) and independent accountants for the Company; (viii) All taxes and business fees payable by the Funds Portfolios to federal, state or other governmental agencies; (ix) The fees of any trade association of which the Company may be a member; (x) The cost of share certificates representing the FundsPortfolios’ shares; (xi) The cost of fidelity, Directors and officers and errors and omissions insurance; (xii) Allocable communications expenses with respect to investor services and all expenses of shareholders’ and Directors meetings and of preparing, printing and mailing prospectuses, proxies and other reports to shareholders in the amount necessary for distribution to the shareholders; (xiii) The fees and expenses involved in registering and maintaining registrations of the Company and of its Shares with the SECCommission, registering the Company with a broker or dealer and qualifying its Shares under state securities laws, including the preparation and printing of the Company’s Registration Statements registration statements and prospectuses for filing under federal and state securities laws for such purposes; (xiv) The Company hereby agrees to reimburse the Manager for the organization Litigation and indemnification expenses of, and the other extraordinary expenses not incurred in connection with, the initial offering of any new share classes of a Fund or the initial offering of a new series ordinary course of the Company.’s business; and

Expenses Borne by Manager. 1. In connection with the services rendered by the Manager under this Agreement, the Manager will bear all of the following expenses: (i) The salaries and expenses of all personnel of the Company and the Manager, except the fees and expenses of Directors who are not interested persons of the Manager or of the Company, and the salary (or a portion thereof) of the Company’s 's Chief Compliance Officer that the Board approves for payment by the FundsPortfolios; and (ii) All expenses incurred by the Manager in connection with managing the investment operations of the Funds Portfolios other than those assumed by the Company, Fund Portfolio or administrator Administrator of the Fund Portfolio or the Company or other third party under a separate agreement. 2. The Manager will not be required to pay expenses of any activity which is primarily intended to result in sales of Shares if and to the extent that: that (i) such expenses are required to be borne by a principal underwriter that acts as the distributor of the FundPortfolio's Shares pursuant to an underwriting agreement that provides that the underwriter will assume some or all of such expenses, or (ii) the Company on behalf of the Fund Portfolio will have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund Portfolio (or some other party) will assume some or all of such expenses. The Manager will pay such sales expenses only to the extent they are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by a Fund Portfolio (or some other party) pursuant to such a plan. A. Expenses Borne by the Company/FundPortfolio. 1. Each Fund Portfolio assumes and will pay its expenses, including but not limited to those described below (where any such category applies to more than one series of the Company, the Fund Portfolio shall be liable only for its allocable portion of the expenses): (i) The fees of any investment adviser or expenses otherwise incurred by the Company in connection with the management of the investment and reinvestment of the assets of the FundsPortfolios; (ii) Brokers’ ' commissions and any issue or transfer taxes chargeable to the Company in connection with its securities transactions on behalf of the FundsPortfolios; (iii) Litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Company’s 's business; (iv) The fees and expenses of Directors who are not interested persons of the Manager, Manager of any investment adviser, and the salary (or a portion thereof) of the Company’s 's Chief Compliance Officer that the Board approves for payment by the FundsPortfolios; (v) The fees and expenses of the Funds’ custodian Portfolios' Custodian which relate to: to (a) the custodial function and the recordkeeping connected therewith; , (b) the preparation and maintenance of the general required accounting records of the Funds Portfolios not being maintained by the Manager; , (c) the pricing of the Fund’s Portfolio's Shares, including the cost of any pricing service or services which may be retained pursuant to the authorization of the Directors of the Company; , and (d) for both mail and wire orders, the cashiering function in connection with the issuance and redemption of the Funds’ Portfolios' Shares; (vi) The fees and expenses of the Funds’ Portfolios' transfer and dividend disbursing agent, which may be a custodian of the FundsPortfolios, which relate to the maintenance of each shareholder account; (vii) The charges and expenses of legal counsel (including an allocable portion of the cost of maintaining an internal legal department (provided pursuant to a separate legal services agreement) and compliance department) and independent accountants for the Company; (viii) All taxes and business fees payable by the Funds Portfolios to federal, state or other governmental agencies; (ix) The fees of any trade association of which the Company may be a member; (x) The cost of share certificates representing the Funds’ Portfolios' shares; (xi) The cost of fidelity, Directors and officers and errors and omissions insurance; (xii) Allocable communications expenses with respect to investor services and all expenses of shareholders’ ' and Directors meetings and of preparing, printing and mailing prospectuses, proxies and other reports to shareholders in the amount necessary for distribution to the shareholders; (xiii) The fees and expenses involved in registering and maintaining registrations of the Company and of its Shares with the SECCommission, registering the Company with a broker or dealer and qualifying its Shares under state securities laws, including the preparation and printing of the Company’s Registration Statements 's registration statements and prospectuses for filing under federal and state securities laws for such purposes; (xiv) The Company hereby agrees to reimburse the Manager for the organization Litigation and indemnification expenses of, and the other extraordinary expenses not incurred in connection with, the initial offering of any new share classes of a Fund or the initial offering of a new series ordinary course of the Company.'s business; and

Expenses Borne by Manager. 1. In connection with the services rendered by the Manager under this Agreement, the Manager will bear all of the following expenses: (i) The salaries and expenses of all personnel of the Company and the Manager, except the fees and expenses of Directors who are not interested persons of the Manager or of the Company, and the salary (or a portion thereof) of the Company’s Chief Compliance Officer that the Board approves for payment by the FundsPortfolios; and (ii) All expenses incurred by the Manager in connection with managing the investment operations of the Funds Portfolios other than those assumed by the Company, Fund Portfolio or administrator Administrator of the Fund Portfolio or the Company or other third party under a separate agreement. 2. The Manager will not be required to pay expenses of any activity which is primarily intended to result in sales of Shares if and to the extent that: (i) such expenses are required to be borne by a principal underwriter that acts as the distributor of the FundPortfolio's Shares pursuant to an underwriting agreement that provides that the underwriter will assume some or all of such expenses, ; or (ii) the Company on behalf of the Fund Portfolio will have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund Portfolio (or some other party) will assume some or all of such expenses. The Manager will pay such sales expenses only to the extent they are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by a Fund Portfolio (or some other party) pursuant to such a plan. A. Expenses Borne by the Company/FundPortfolio. 1. Each Fund Portfolio assumes and will pay its expenses, including but not limited to those described below (where any such category applies to more than one series of the Company, the Fund Portfolio shall be liable only for its allocable portion of the expenses): (i) The fees of any investment adviser or expenses otherwise incurred by the Company in connection with the management of the investment and reinvestment of the assets of the FundsPortfolios; (ii) Brokers’ commissions and any issue or transfer taxes chargeable to the Company in connection with its securities transactions on behalf of the FundsPortfolios; (iii) Litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Company’s business; (iv) The fees and expenses of Directors who are not interested persons of the Manager, Manager of any investment adviser, and the salary (or a portion thereof) of the Company’s Chief Compliance Officer that the Board approves for payment by the FundsPortfolios; (v) The fees and expenses of the FundsPortfolios’ custodian Custodian which relate to: (a) the custodial function and the recordkeeping connected therewith; (b) the preparation and maintenance of the general required accounting records of the Funds Portfolios not being maintained by the Manager; (c) the pricing of the FundPortfolio’s Shares, including the cost of any pricing service or services which may be retained pursuant to the authorization of the Directors of the Company; and (d) for both mail and wire orders, the cashiering function in connection with the issuance and redemption of the FundsPortfolios’ Shares; (vi) The fees and expenses of the FundsPortfolios’ transfer and dividend disbursing agent, which may be a custodian of the FundsPortfolios, which relate to the maintenance of each shareholder account; (vii) The charges and expenses of legal counsel (including an allocable portion of the cost of maintaining an internal legal department (provided pursuant to a separate legal services agreement) and compliance department) and independent accountants for the Company; (viii) All taxes and business fees payable by the Funds Portfolios to federal, state or other governmental agencies; (ix) The fees of any trade association of which the Company may be a member; (x) The cost of share certificates representing the FundsPortfolios’ shares; (xi) The cost of fidelity, Directors and officers and errors and omissions insurance; (xii) Allocable communications expenses with respect to investor services and all expenses of shareholders’ and Directors meetings and of preparing, printing and mailing prospectuses, proxies and other reports to shareholders in the amount necessary for distribution to the shareholders; (xiii) The fees and expenses involved in registering and maintaining registrations of the Company and of its Shares with the SEC, registering the Company with a broker or dealer and qualifying its Shares under state securities laws, including the preparation and printing of the Company’s Registration Statements registration statements and prospectuses for filing under federal and state securities laws for such purposes; (xiv) The Company hereby agrees to reimburse the Manager for the organization expenses of, and the expenses incurred in connection with, the initial offering of any new share classes of a Fund Portfolio or the initial offering of a new series of the Company.