Common use of Expenses of the Fund Clause in Contracts

Expenses of the Fund. Anything in this Agreement to the contrary notwithstanding, the Fund shall pay or reimburse SMC for the payment of the following described expenses of the Fund whether or not billed to the Fund, SMC or any related entity: (i) brokerage fees and commissions; (ii) taxes; (iii) interest expenses; (iv) any extraordinary expenses approved by the Board of Directors of the Fund; and (v) distribution fees paid under the Fund's Class B Distribution Plan; and, in addition to those expenses set forth above, Asset Allocation Series shall pay all expenses of the Series whether or not billed to the Fund, SMC or any related entity, including, but not limited to the following: Board of Directors' fees; legal, auditing and accounting expenses; insurance premiums; broker's commissions; taxes and governmental fees and any membership dues; fees of custodian; expenses of obtaining quotations on the Fund's portfolio securities and pricing of the Fund's shares; costs and expenses in connection with the registration of the Fund's capital stock under the Securities Act of 1933 and qualification of the Fund's capital stock under the Blue Sky laws of the states where such stock is offered; costs and expenses in connection with the registration of the Fund under the Investment Company Act of 1940 and all periodic and other reports required thereunder; expenses of preparing, printing and distributing reports, proxy statements, prospectuses, statements of additional information, notices and distributions to stockholders; costs of stockholder and other meetings; and expenses of maintaining the Fund's corporate existence. (a) shall be deleted in its entirety and the following paragraph inserted in lieu thereof:

Expenses of the Fund. Anything in this Agreement to the contrary notwithstanding, the Fund shall pay or reimburse SMC for the payment of the following described expenses of the Fund whether or not billed to the Fund, SMC or any related entity: (i) brokerage fees and commissions; (ii) taxes; (iii) interest expenses; (iv) any extraordinary expenses approved by the Board of Directors directors of the Fund; and (v) distribution fees paid under the Fund's Class B Distribution Plan; and, in addition to those expenses set forth above, Asset Allocation Series and Social Awareness Series shall pay all expenses of the Series whether or not billed to the Fund, SMC or any related entity, including, but not limited to the following: Board of Directors' fees; legal, auditing and accounting expenses; insurance premiums; broker's commissions; taxes and governmental fees and any membership dues; fees of custodian; expenses of obtaining quotations on the Fund's portfolio securities and pricing of the Fund's shares; costs and expenses in connection with the registration of the Fund's capital stock under the Securities Act of 1933 and qualification of the Fund's capital stock under the Blue Sky laws of the states where such stock is offered; costs and expenses in connection with the registration of the Fund under the Investment Company Act of 1940 and all periodic and other reports required thereunder; expenses of preparing, printing and distributing reports, proxy statements, prospectuses, statements of additional information, notices and distributions to stockholders; costs of stockholder and other meetings; and expenses of maintaining the Fund's corporate existence. (a) shall be deleted in its entirety and the following paragraph inserted in lieu thereof:

Expenses of the Fund. Anything in this Agreement to the contrary notwithstanding, the Fund shall pay or reimburse SMC SMC, LLC for the payment of the following described expenses of the Fund whether or not billed to the Fund, SMC SMC, LLC or any related entity: (i) brokerage fees and commissions; (ii) taxes; (iii) interest expenses; (iv) any extraordinary expenses approved by the Board of Directors of the Fund; and (v) distribution fees paid under the Fund's Class B Distribution Plan; and, in addition to those expenses set forth above, Asset Allocation Series, Social Awareness Series and Value Series shall pay all expenses of the Series whether or not billed to the Fund, SMC SMC, LLC or any related entity, including, but not limited to the following: Board of Directors' fees; legal, auditing and accounting expenses; insurance premiums; broker's commissions; taxes and governmental fees and any membership dues; fees of custodian; expenses of obtaining quotations on the Fund's portfolio securities and pricing of the Fund's shares; costs and expenses in connection with the registration of the Fund's capital stock under the Securities Act of 1933 and qualification of the Fund's capital stock under the Blue Sky laws of the states where such stock is offered; costs and expenses in connection with the registration of the Fund under the Investment Company Act of 1940 and all periodic and other reports required thereunder; expenses of preparing, printing and distributing reports, proxy statements, prospectuses, statements of additional information, notices and distributions to stockholders; costs of stockholder and other meetings; and expenses of maintaining the Fund's corporate existence. (a) shall be deleted in its entirety and the following paragraph inserted in lieu thereof:

Expenses of the Fund. Anything in this Agreement to the contrary notwithstanding, the Fund shall pay or reimburse SMC for the payment of the following described expenses of the Fund whether or not billed to the Fund, SMC or any related entity: (i) brokerage fees and commissions; (ii) taxes; (iii) interest expenses; (iv) any extraordinary expenses approved by the Board of Directors of the Fund; and (v) distribution fees paid under the Fund's Class A, Class B and Class C Distribution Plan; Plans. and, in addition to those expenses set forth above, Asset Allocation Total Return Series, Social Awareness Series, Value Series, Small Company Series, International Series, Enhanced Index Series and Select 25 Series shall pay all expenses of the Series whether or not billed to the Fund, SMC or any related entity, including, but not limited to the following: Board of Directors' fees; legal, auditing and accounting expenses; insurance premiums; broker's commissions; taxes and governmental fees and any membership dues; fees of custodian; expenses of obtaining quotations on the Fund's portfolio securities and pricing of the Fund's shares; costs and expenses in connection with the registration of the Fund's capital stock under the Securities Act of 1933 and qualification of the Fund's capital stock under the Blue Sky laws of the states where such stock is offered; costs and expenses in connection with the registration of the Fund under the Investment Company Act of 1940 and all periodic and other reports required thereunder; expenses of preparing, printing and distributing reports, proxy statements, prospectuses, statements of additional information, notices and distributions to stockholders; costs of stockholder and other meetings; and expenses of maintaining the Fund's corporate existence. Notwithstanding the foregoing, SMC shall pay all expenses related to the initial registration and qualification of the Class C shares of Total Return Series, Social Awareness Series, Value Series, Small Company Series, International Series, Enhanced Index Series and Select 25 Series, under the Blue Sky laws of the states where such class of stock is offered. (a) shall be deleted in its entirety and the following paragraph inserted in lieu thereof:

Expenses of the Fund. Anything in this Agreement to the contrary notwithstanding, the Fund shall pay or reimburse SMC SMC, LLC for the payment of the following described expenses of the Fund whether or not billed to the Fund, SMC SMC, LLC or any related entity: (i) brokerage fees and commissions; (ii) taxes; (iii) interest expenses; (iv) any extraordinary expenses approved by the Board of Directors of the Fund; and (v) distribution fees paid under the Fund's Class B Distribution Plan; and, in addition to those expenses set forth above, Asset Allocation Series, Social Awareness Series, Value Series and Small Company Series shall pay all expenses of the Series whether or not billed to the Fund, SMC SMC, LLC or any related entity, including, but not limited to the following: Board of Directors' fees; legal, auditing and accounting expenses; insurance premiums; broker's commissions; taxes and governmental fees and any membership dues; fees of custodian; expenses of obtaining quotations on the Fund's portfolio securities and pricing of the Fund's shares; costs and expenses in connection with the registration of the Fund's capital stock under the Securities Act of 1933 and qualification of the Fund's capital stock under the Blue Sky laws of the states where such stock is offered; costs and expenses in connection with the registration of the Fund under the Investment Company Act of 1940 and all periodic and other reports required thereunder; expenses of preparing, printing and distributing reports, proxy statements, prospectuses, statements of additional information, notices and distributions to stockholders; costs of stockholder and other meetings; and expenses of maintaining the Fund's corporate existence. (a) shall be deleted in its entirety and the following paragraph inserted in lieu thereof:

Expenses of the Fund. Anything in this Agreement to the contrary notwithstanding, the Fund shall pay or reimburse SMC for the payment of the following described expenses of the Fund whether or not billed to the Fund, SMC or any related entity: (i) brokerage fees and commissions; ; (ii) taxes; ; (iii) interest expenses; ; (iv) any extraordinary expenses approved by the Board of Directors of the Fund; and and (v) distribution fees paid under the Fund's Class A, Class B and Class C Distribution Plan; Plans. and, in addition to those expenses set forth above, Asset Allocation Total Return Series, Social Awareness Series, Value Series, Small Company Series, International Series, Enhanced Index Series and Select 25 Series shall pay all expenses of the Series whether or not billed to the Fund, SMC or any related entity, including, but not limited to the following: Board of Directors' fees; legal, auditing and accounting expenses; insurance premiums; broker's commissions; taxes and governmental fees and any membership dues; fees of custodian; expenses of obtaining quotations on the Fund's portfolio securities and pricing of the Fund's shares; costs and expenses in connection with the registration of the Fund's capital stock under the Securities Act of 1933 and qualification of the Fund's capital stock under the Blue Sky laws of the states where such stock is offered; costs and expenses in connection with the registration of the Fund under the Investment Company Act of 1940 and all periodic and other reports required thereunder; expenses of preparing, printing and distributing reports, proxy statements, prospectuses, statements of additional information, notices and distributions to stockholders; costs of stockholder and other meetings; and expenses of maintaining the Fund's corporate existence. Notwithstanding the foregoing, SMC shall pay all expenses related to the initial registration and qualification of the Class C shares of Total Return Series, Social Awareness Series, Value Series, Small Company Series, International Series, Enhanced Index Series and Select 25 Series, under the Blue Sky laws of the states where such class of stock is offered. (a) shall be deleted in its entirety and the following paragraph inserted in lieu thereof:

Expenses of the Fund. Anything in this Agreement Except to the contrary notwithstandingextent expressly assumed by the Adviser herein, the Fund shall pay or reimburse SMC for the payment of the following described expenses of the Fund whether or not billed to the Fund, SMC or any related entity: (i) brokerage fees and commissions; (ii) taxes; (iii) interest expenses; (iv) any extraordinary expenses approved by the Board of Directors of the Fund; and (v) distribution fees paid under the Fund's Class B Distribution Plan; and, in addition to those expenses set forth above, Asset Allocation Series shall will pay all expenses of the Series whether or not billed to the Fund, SMC or any related entity, including, but not limited to the following: Board of Directors' fees; legal, auditing and accounting expenses; insurance premiums; broker's commissions; taxes and governmental fees and any membership dues; fees of custodian; expenses of obtaining quotations on the Fund's portfolio securities and pricing of the Fund's shares; costs and expenses in connection with its operations. Without limiting the registration generality of the foregoing, the Fund shall pay the following costs and expenses: (a) Fees and charges of independent accountants, custodian and depository and legal counsel for the Fund; (b) Fees and charges of the Fund's capital stock under ’s transfer agent, including the Securities Act costs of 1933 maintaining the Fund’s shareholder account books and qualification records, dividend disbursing agent and registrar, if any; (c) Costs of designing, printing, engraving and issuing certificates representing shares of the Fund's capital stock under ; (d) Expenses, including fees and disbursements of counsel, in connection with litigation by or against the Blue Sky laws Fund; (e) Taxes, including franchise, income, issue, transfer, business license and other corporate fees payable by the Fund to Federal, State or other governmental agencies; (f) Premiums for the fidelity bond maintained by the Fund pursuant to Section 17 of the states where such stock 1940 Act and for any errors and omissions insurance policy maintained by the Fund; (g) Dues for the Fund’s membership in trade organizations; (h) Interest on indebtedness, if any, incurred by the Fund; (i) Costs of designing, printing and mailing periodic and other reports to shareholders, proxy statements, dividend notice and other communications to the Fund’s shareholders; (j) Expenses of meeting of shareholders and trustees of the Fund; (k) Brokers’ commissions, issued and transfer taxes and other costs chargeable to the Fund in connection with security transactions to which the Fund is offered; costs a party or with securities owned by the Fund; (l) Fees and expenses in connection with the maintaining registration of the Fund under the Investment Company Federal securities laws and under the laws of states which regulate the sale of the Fund’s shares and complying with the requirements of the Securities and Exchange Commission under the 1940 Act, the 1933 Act, the 1934 Act of 1940 and all periodic applicable state securities laws. The advisory fee payable hereunder has been negotiated on the understanding, and the parties hereto agree, that the Adviser has received, and shall continue to receive, supplementary research and other reports required thereunder; expenses of preparing, printing and distributing reports, proxy statements, prospectuses, statements of additional information, notices and distributions to stockholders; costs of stockholder and other meetings; and expenses of maintaining information from broker-dealers which execute portfolio transactions for the Fund's corporate existence. (a) shall be deleted in its entirety and the following paragraph inserted in lieu thereof:

Expenses of the Fund. Anything in this Agreement Subject to the contrary notwithstandingArticle IV, Section 5, the Fund Trustees shall pay or reimburse SMC for have the payment of the following described expenses of power and authority to cause the Fund whether (or not billed to the Fund, SMC or any related entity: (i) brokerage fees and commissions; (ii) taxes; (iii) interest expenses; (iv) any extraordinary expenses approved by the Board of Directors act on behalf of the Fund; and (v) distribution fees paid under to directly or indirectly through contractual arrangements, or to reimburse the Fund's Class B Distribution Plan; andTrustees from the Fund Property, in addition to those for their expenses set forth above, Asset Allocation Series shall pay all expenses of the Series whether or not billed to the Fund, SMC or any related entityand disbursements, including, but not limited to the following: Board to, interest charges, taxes, brokerage fees and commissions; expenses of Directors' feespricing Fund portfolio securities; legalexpenses of sale, auditing addition and accounting expensesreduction of Shares; insurance premiums; broker's commissions; taxes applicable fees, interest charges and governmental fees expenses of third parties, including the Fund’s investment advisers, managers, administrators, distributors, custodians, transfer agents, shareholder servicing agents and any membership duesfund accountants; fees of custodian; expenses of obtaining quotations on the Fund's portfolio securities pricing, interest, dividend, credit and pricing of the Fund's sharesother reporting services; costs of membership in trade associations; telecommunications expenses; funds transmission expenses; auditing, legal and expenses in connection with the registration of the Fund's capital stock under the Securities Act of 1933 and qualification of the Fund's capital stock under the Blue Sky laws of the states where such stock is offeredcompliance expenses; costs and expenses in connection with the registration of forming the Fund under and maintaining their existence; costs of preparing and printing the Investment Company Act of 1940 and all periodic and other reports required thereunder; expenses of preparing, printing and distributing reports, proxy statements, prospectuses, statements of additional information, notices information and distributions Shareholder reports of the Fund and delivering them to stockholdersShareholders; expenses of meetings of Shareholders and proxy solicitations therefor; costs of stockholder maintaining books and other meetingsaccounts; costs of reproduction, stationery and supplies; fees and expenses of maintaining the Trustees; compensation of the Fund's corporate existence’s officers and employees and costs of other personnel performing services for the Fund; costs of Trustee meetings; Commission registration fees and related expenses; registration fees and related expenses under state or foreign securities or other laws; and for such non-recurring items as may arise, including litigation to which the Fund (or a Trustee or officer of the Fund acting as such) is a party, and for all losses and liabilities by them incurred in administering the Fund. This Article shall not preclude the Fund from directly paying any of the aforementioned fees and expenses. (a) shall be deleted in its entirety and the following paragraph inserted in lieu thereof:

Expenses of the Fund. Anything in this Agreement to the contrary notwithstanding, the Fund shall pay or reimburse SMC SMC, LLC for the payment of the following described expenses of the Fund whether or not billed to the Fund, SMC SMC, LLC or any related entity: (i) brokerage fees and commissions; (ii) taxes; (iii) interest expenses; (iv) any extraordinary expenses approved by the Board of Directors of the Fund; and (v) distribution fees paid under the Fund's Class A, Class B and Class C Distribution PlanPlans; and, in addition to those expenses set forth above, Asset Allocation Series, Social Awareness Series, Value Series, Small Company Series, International Series, Enhanced Index Series and Select 25 Series shall pay all expenses of the Series whether or not billed to the Fund, SMC SMC, LLC or any related entity, including, but not limited to the following: Board of Directors' fees; legal, auditing and accounting expenses; insurance premiums; broker's commissions; taxes and governmental fees and any membership dues; fees of custodian; expenses of obtaining quotations on the Fund's portfolio securities and pricing of the Fund's shares; costs and expenses in connection with the registration of the Fund's capital stock under the Securities Act of 1933 and qualification of the Fund's capital stock under the Blue Sky laws of the states where such stock is offered; costs and expenses in connection with the registration of the Fund under the Investment Company Act of 1940 and all periodic and other reports required thereunder; expenses of preparing, printing and distributing reports, proxy statements, prospectuses, statements of additional information, notices and distributions to stockholders; costs of stockholder and other meetings; and expenses of maintaining the Fund's corporate existence. (a. Notwithstanding the foregoing, SMC, LLC shall pay all expenses related to the initial registration and qualification of the Class C shares of Asset Allocation Series, Social Awareness Series, Value Series, Small Company Series, International Series, Enhanced Index Series and Select 25 Series, under the Blue Sky laws of the states where such class of stock is offered. A new paragraph 2(c) shall be deleted in its entirety and added to the following paragraph inserted in lieu thereofAgreement as follows:

Expenses of the Fund. Anything in this Agreement to the contrary notwithstanding, the Fund shall pay or reimburse SMC for the payment of the following described expenses of the Fund whether or not billed to the Fund, SMC or any related entity: (i) brokerage fees and commissions; (ii) taxes; (iii) interest expenses; (iv) any extraordinary expenses approved by the Board of Directors of the Fund; and (v) distribution fees paid under the Fund's Class A, Class B and Class C Distribution PlanPlans; and, in addition to those expenses set forth above, Asset Allocation Total Return Series, Social Awareness Series, Mid Cap Value Series, Small Cap Growth Series, International Series, Enhanced Index Series, Select 25 Series, Large Cap Growth Series, and Technology Series shall pay all expenses of the Series whether or not billed to the Fund, SMC or any related entity, including, but not limited to the following: Board of Directors' fees; legal, auditing and accounting expenses; insurance premiums; broker's commissions; taxes and governmental fees and any membership dues; fees of custodian; expenses of obtaining quotations on the Fund's portfolio securities and pricing of the Fund's shares; costs and expenses in connection with the registration of the Fund's capital stock under the Securities Act of 1933 and qualification of the Fund's capital stock under the Blue Sky laws of the states where such stock is offered; costs and expenses in connection with the registration of the Fund under the Investment Company Act of 1940 and all periodic and other reports required thereunder; expenses of preparing, printing and distributing reports, proxy statements, prospectuses, statements of additional information, notices and distributions to stockholders; costs of stockholder and other meetings; and expenses of maintaining the Fund's corporate existence. (a) shall be deleted in its entirety and the following paragraph inserted in lieu thereof:

Expenses of the Fund. Anything in this Agreement to the contrary notwithstanding, the Fund shall pay or reimburse SMC for the payment of the following described expenses of the Fund whether or not billed to the Fund, SMC or any related entity: (i) brokerage fees and commissions; ; (ii) taxes; ; (iii) interest expenses; ; (iv) any extraordinary expenses approved by the Board of Directors of the Fund; and and (v) distribution fees paid under the Fund's Class B A, Class B, Class C, and Class S Distribution PlanPlans; and, in addition to those expenses set forth above, Asset Allocation Total Return Series, Social Awareness Series, Mid Cap Value Series, Small Cap Growth Series, International Series, Enhanced Index Series, Select 25 Series, Large Cap Growth Series, and Technology Series shall pay all expenses of the Series whether or not billed to the Fund, SMC or any related entity, including, but not limited to the following: Board of Directors' fees; legal, auditing and accounting expenses; insurance premiums; broker's commissions; taxes and governmental fees and any membership dues; fees of custodian; expenses of obtaining quotations on the Fund's portfolio securities and pricing of the Fund's shares; costs and expenses in connection with the registration of the Fund's capital stock under the Securities Act of 1933 and qualification of the Fund's capital stock under the Blue Sky laws of the states where such stock is offered; costs and expenses in connection with the registration of the Fund under the Investment Company Act of 1940 and all periodic and other reports required thereunder; expenses of preparing, printing and distributing reports, proxy statements, prospectuses, statements of additional information, notices and distributions to stockholders; costs of stockholder and other meetings; and expenses of maintaining the Fund's corporate existence. Notwithstanding the foregoing, SMC shall pay all expenses related to the initial registration and qualification of the Class C and Class S shares of Total Return Series, Social Awareness Series, Mid Cap Value Series, Small Cap Growth Series, International Series, Enhanced Index Series, Select 25 Series, Large Cap Growth Series, and Technology Series, under the Blue Sky laws of the states where such class of stock is offered. (a) shall be deleted in its entirety and the following paragraph inserted in lieu thereof:

Expenses of the Fund. Anything in this Agreement to the contrary notwithstanding, the Fund shall pay or reimburse SMC for the payment of the following described expenses of the Fund whether or not billed to the Fund, SMC or any related entity: (i) brokerage fees and commissions; (ii) taxes; (iii) interest expenses; (iv) any extraordinary expenses approved by the Board of Directors of the Fund; and (v) distribution fees paid under the Fund's Class B A, Class B, Class C and Class S Distribution PlanPlans; and, in addition to those expenses set forth above, Asset Allocation Series the Fund shall pay all of its expenses of the Series whether or not billed to the Fund, SMC or any related entity, including, but not limited to the following: Board of Directors' fees; legal, auditing and accounting expenses; insurance premiums; broker's commissions; taxes and governmental fees and any membership dues; fees of custodian; expenses of obtaining quotations on the Fund's portfolio securities and pricing of the Fund's shares; costs and expenses in connection with the registration of the Fund's capital stock under the Securities Act of 1933 and qualification of the Fund's capital stock under the Blue Sky laws of the states where such stock is offered; costs and expenses in connection with the registration of the Fund under the Investment Company 1940 Act of 1940 and all periodic and other reports required thereunder; expenses of preparing, printing and distributing reports, proxy statements, prospectuses, statements of additional information, notices and distributions to stockholders; costs of stockholder and other meetings; and expenses of maintaining the Fund's corporate existence. (a) shall be deleted in its entirety and the following paragraph inserted in lieu thereof:

Expenses of the Fund. Anything in this Agreement to the contrary notwithstanding, the Fund shall pay or reimburse SMC for the payment of the following described expenses of the Fund whether or not billed to the Fund, SMC or any related entity:; (i) brokerage fees and commissions; ; (ii) taxes; ; (iii) interest expenses; ; (iv) any extraordinary expenses approved by the Board of Directors of the Fund; and and (v) distribution fees paid under the Fund's Class B A, Class B, Class C and Class S Distribution PlanPlans; and, in addition to those expenses set forth above, Asset Allocation Series the Fund shall pay all of its expenses of the Series whether or not billed to the Fund, SMC or any related entity, including, but not limited to the following: Board of Directors' fees; legal, auditing and accounting expenses; insurance premiums; broker's commissions; taxes and governmental fees and any membership dues; fees of custodian; expenses of obtaining quotations on the Fund's portfolio securities and pricing of the Fund's shares; costs and expenses in connection with the registration of the Fund's capital stock under the Securities Act of 1933 and qualification of the Fund's capital stock under the Blue Sky laws of the states where such stock is offered; costs and expenses in connection with the registration of the Fund under the Investment Company 1940 Act of 1940 and all periodic and other reports required thereunder; expenses of preparing, printing and distributing reports, proxy statements, prospectuses, statements of additional information, notices and distributions to stockholders; costs of stockholder and other meetings; and expenses of maintaining the Fund's corporate existence. (a) shall be deleted in its entirety and the following paragraph inserted in lieu thereof:

Expenses of the Fund. Anything in this Agreement to the contrary notwithstanding, the Fund shall pay or reimburse SMC for the payment of the following described expenses of the Fund whether or not billed to the Fund, SMC or any related entity: (i) brokerage fees and commissions; ; (ii) taxes; ; (iii) interest expenses; ; (iv) any extraordinary expenses approved by the Board of Directors of the Fund; and and (v) distribution fees paid under the Fund's Class A, Class B and Class C Distribution PlanPlans; and, in addition to those expenses set forth above, Asset Allocation Total Return Series, Social Awareness Series, Mid Cap Value Series, Small Cap Growth Series, International Series, Enhanced Index Series, Select 25 Series, Large Cap Growth Series, and Technology Series shall pay all expenses of the Series whether or not billed to the Fund, SMC or any related entity, including, but not limited to the following: Board of Directors' fees; legal, auditing and accounting expenses; insurance premiums; broker's commissions; taxes and governmental fees and any membership dues; fees of custodian; expenses of obtaining quotations on the Fund's portfolio securities and pricing of the Fund's shares; costs and expenses in connection with the registration of the Fund's capital stock under the Securities Act of 1933 and qualification of the Fund's capital stock under the Blue Sky laws of the states where such stock is offered; costs and expenses in connection with the registration of the Fund under the Investment Company Act of 1940 and all periodic and other reports required thereunder; expenses of preparing, printing and distributing reports, proxy statements, prospectuses, statements of additional information, notices and distributions to stockholders; costs of stockholder and other meetings; and expenses of maintaining the Fund's corporate existence. (a) shall be deleted in its entirety and the following paragraph inserted in lieu thereof:

Expenses of the Fund. Anything in this Agreement to the contrary notwithstanding, the Fund shall pay or reimburse SMC for the payment of the following described expenses of the Fund whether or not billed to the Fund, SMC or any related entity: (i) brokerage fees and commissions; ; (ii) taxes; ; (iii) interest expenses; ; (iv) any extraordinary expenses approved by the Board of Directors of the Fund; and and (v) distribution fees paid under the Fund's Class B A, Class B, Class C and Class S Distribution PlanPlans; and, in addition to those expenses set forth above, Asset Allocation Series the Fund shall pay all of its expenses of the Series whether or not billed to the Fund, SMC or any related entity, including, but not limited to the following: Board of Directors' fees; legal, auditing and accounting expenses; insurance premiums; broker's commissions; taxes and governmental fees and any membership dues; fees of custodian; expenses of obtaining quotations on the Fund's portfolio securities and pricing of the Fund's shares; costs and expenses in connection with the registration of the Fund's capital stock under the Securities Act of 1933 and qualification of the Fund's capital stock under the Blue Sky laws of the states where such stock is offered; costs and expenses in connection with the registration of the Fund under the Investment Company 1940 Act of 1940 and all periodic and other reports required thereunder; expenses of preparing, printing and distributing reports, proxy statements, prospectuses, statements of additional information, notices and distributions to stockholders; costs of stockholder and other meetings; and expenses of maintaining the Fund's corporate existence. (a) shall be deleted in its entirety and the following paragraph inserted in lieu thereof:

Expenses of the Fund. Anything in this Agreement Except to the contrary notwithstandingextent expressly assumed by the Adviser herein, the Fund shall pay or reimburse SMC for the payment of the following described expenses of the Fund whether or not billed to the Fund, SMC or any related entity: (i) brokerage fees and commissions; (ii) taxes; (iii) interest expenses; (iv) any extraordinary expenses approved by the Board of Directors of the Fund; and (v) distribution fees paid under the Fund's Class B Distribution Plan; and, in addition to those expenses set forth above, Asset Allocation Series shall will pay all expenses of the Series whether or not billed to the Fund, SMC or any related entity, including, but not limited to the following: Board of Directors' fees; legal, auditing and accounting expenses; insurance premiums; broker's commissions; taxes and governmental fees and any membership dues; fees of custodian; expenses of obtaining quotations on the Fund's portfolio securities and pricing of the Fund's shares; costs and expenses in connection with its operations. Without limiting the registration generality of the foregoing, the Fund shall pay the following costs and expenses: (a) Fees and charges of independent accountants, custodian and depository and legal counsel for the Fund; (b) Fees and charges of the Fund's capital stock under transfer agent, including the Securities Act costs of 1933 maintaining the Fund's shareholder account books and qualification records, dividend disbursing agent and registrar, if any; (c) Costs of designing, printing, engraving and issuing certificates representing shares of the Fund's capital stock under ; (d) Expenses, including fees and disbursements of counsel, in connection with litigation by or against the Blue Sky laws Fund; (e) Taxes, including franchise, income, issue, transfer, business license and other corporate fees payable by the Fund to Federal, State or other governmental agencies; (f) Premiums for the fidelity bond maintained by the Fund pursuant to Section 17 of the states where such stock 1940 Act and for any errors and omissions insurance policy maintained by the Fund; (g) Dues for the Fund's membership in trade organizations; (h) Interest on indebtedness, if any, incurred by the Fund; (i) Costs of designing, printing and mailing periodic and other reports to shareholders, proxy statements, dividend notice and other communications to the Fund's shareholders; (j) Expenses of meeting of shareholders and directors of the Fund; (k) Brokers' commissions, issued and transfer taxes and other costs chargeable to the Fund in connection with security transactions to which the Fund is offered; costs a party or with securities owned by the Fund; (1) Fees and expenses in connection with the maintaining registration of the Fund under the Investment Company Act Federal securities laws and under the laws of 1940 and all periodic and other reports required thereunder; expenses states which regulate the sale of preparing, printing and distributing reports, proxy statements, prospectuses, statements of additional information, notices and distributions to stockholders; costs of stockholder and other meetings; and expenses of maintaining the Fund's corporate existence. (a) shall be deleted in its entirety shares and complying with the requirements of the Securities and Exchange Commission under the 1940 Act, the 1933 Act, the 1934 Act and applicable state securities laws. The advisory fee payable hereunder has been negotiated on the understanding, and the following paragraph inserted in lieu thereof:parties hereto agree, that the Adviser has received, and shall continue to receive, supplementary research and other information from broker-dealers which execute portfolio transactions for the Fund.

Expenses of the Fund. Anything in this Agreement to the contrary notwithstanding, the Fund shall pay or reimburse SMC for the payment of the following described expenses of the Fund whether or not billed to the Fund, SMC or any related entity: : (i) brokerage fees and commissions; ; (ii) taxes; ; (iii) interest expenses; ; (iv) any extraordinary expenses approved by the Board of Directors of the Fund; and and (v) distribution fees paid under the Fund's Class B Distribution Plan; and, in addition to those expenses set forth above, Asset Allocation Series shall pay all expenses of the Series whether or not billed to the Fund, SMC or any related entity, including, but not limited to the following: Board of Directors' fees; legal, auditing and accounting expenses; insurance premiums; broker's commissions; taxes and governmental fees and any membership dues; fees of custodian; expenses of obtaining quotations on the Fund's portfolio securities and pricing of the Fund's shares; costs and expenses in connection with the registration of the Fund's capital stock under the Securities Act of 1933 and qualification of the Fund's capital stock under the Blue Sky laws of the states where such stock is offered; costs and expenses in connection with the registration of the Fund under the Investment Company Act of 1940 and all periodic and other reports required thereunder; expenses of preparing, printing and distributing reports, proxy statements, prospectuses, statements of additional information, notices and distributions to stockholders; costs of stockholder and other meetings; and expenses of maintaining the Fund's corporate existence. (a) shall be deleted in its entirety and the following paragraph inserted in lieu thereof: