Common use of Expenses of the Trust Clause in Contracts

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust prior to the effective date of this Agreement; (b) without limiting the generality of the foregoing clause (a), the expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering shares of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coverages.

Expenses of the Trust. NOT PAID BY THE ADVISER(a) The Manager shall be responsible for compensation and related expenses of the Manager’s employees (including the officers of the Trust who are also employees of the Manager), including, without limitation, salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans of such personnel; provided, however, that the Operating Partnership (or any other Subsidiary, as provided below) shall pay or reimburse the Manager or any Affiliate of the Manager for the costs and expenses (including any employment expenses) incurred in connection with the performance by the Manager or such Affiliate of any services performed by the Manager or such Affiliate pursuant to Section 2(d) or 2(f) hereof. (b) The Trust and the Subsidiaries shall pay all of their costs and expenses and the Operating Partnership (or any other Subsidiary, as provided below) shall reimburse the Manager or its Affiliates for expenses of the Manager and its Affiliates incurred on behalf of the Trust or any Subsidiary, excepting only those expenses that are specifically the responsibility of the Manager pursuant to Section 8(a) of this Agreement. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without Without limiting the generality of the foregoing but subject to foregoing, it is specifically agreed that the provisions following costs and expenses of Section 3, the Adviser will Trust or any Subsidiary shall be paid by the Operating Partnership (or such other Subsidiary) and shall not be required to pay under this Agreementpaid by the Manager or Affiliates of the Manager: (ai) all costs and expenses associated with the formation and capital raising activities of the Trust and the Subsidiaries, if any, including, without limitation, the costs and expenses of the preparation of the Trust’s registration statements, any and all costs and expenses of the Initial Public Offering, any subsequent offerings and any filing fees and costs of being a public company, including, without limitation, filings with the SEC, the Financial Industry Regulatory Authority and the NYSE (or any other exchange or over-the-counter market), among other such entities; (ii) all costs and expenses in connection with the acquisition, origination, disposition, development, modification, protection, maintenance, financing, refinancing, hedging, administration and ownership of the Trust’s or any Subsidiary’s investment assets (including costs and expenses incurred for transactions that are not subsequently completed), including, without limitation, costs and expenses incurred in contracting with third parties, including Affiliates of the Manager, to provide such services, such as legal fees, accounting fees, consulting fees, loan servicing fees, trustee fees, appraisal fees, insurance premiums, commitment fees, brokerage fees, guaranty fees, ad valorem taxes, costs of diligence, foreclosure, maintenance, repair and improvement of property and premiums for insurance on property owned or leased by the Trust or any Subsidiary; (iii) all legal, audit, accounting, consulting, underwriting, brokerage, listing, filing, custodian, transfer agent, rating agency, registration and other fees and charges, printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and stock exchange listing of the Trust’s or any Subsidiary’s equity securities or debt securities; (iv) all costs and expenses in connection with legal, accounting, due diligence (including due diligence costs for assets that are not subsequently acquired), asset management, securitization, property management, brokerage, leasing and other services that outside professionals or outside consultants perform or otherwise would perform on the Trust’s behalf and that are performed by the Manager or an Affiliate thereof, as provided in Section 2(d) or 2(f); (v) all expenses relating to communications to holders of equity securities or debt securities issued by the Trust or any Subsidiary and the other third party services utilized in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies (including, without limitation, the SEC), including any costs of computer services in connection with this function, the cost of printing and mailing certificates for such securities and proxy solicitation materials and reports to holders of the Trust’s or any Subsidiary’s securities and the cost of any reports to third parties required under any indenture to which the Trust or any Subsidiary is a party; (vi) all costs and expenses of money borrowed by the Trust or any Subsidiary, including, without limitation, principal, interest and the costs associated with the establishment and maintenance of any credit facilities, warehouse loans, repurchase agreements and other indebtedness of the Trust or any Subsidiary (including commitment fees, accounting fees, legal fees, closing and other costs and expenses, ); (vii) all taxes and governmental license fees applicable to the Trust or any Subsidiary, including interest and penalties thereon; (viii) all fees paid to and expenses of third-party advisors and independent contractors, consultants, managers and other agents (including real estate underwriters, brokers and special servicers) engaged by the Trust or any Subsidiary or by the Manager for the account of the Trust or any Subsidiary; (ix) all insurance costs incurred by the Trust prior or any Subsidiary, including, without limitation, any costs to obtain liability or other insurance to indemnify the effective date Manager and underwriters of this Agreementany securities of the Trust; (bx) without limiting all costs and expenses relating to the generality acquisition of, and maintenance and upgrades to, the portfolio accounting systems of the foregoing clause Trust or any Subsidiary; (axi) all compensation and fees paid to trustees or directors of the Trust or any Subsidiary (excluding those trustees or directors who are also officers or employees of the Manager), all expenses of trustees or directors of the Trust or any Subsidiary (including those trustees or directors who are also employees of the Manager), the expenses cost of organizing trustees and officers liability insurance and premiums for errors and omissions insurance, and any other insurance deemed necessary or advisable by the Board of Trustees for the benefit of the Trust and its trustees and officers (including without limitation, those trustees who are also employees of the Manager); (xii) all third-party legal, accounting and auditing fees and expenses and other similar services relating to the Trust’s or any Subsidiary’s operations (including, without limitation, all quarterly and annual audit or tax fees and expenses); (xiii) all third-party legal, expert and other fees and expenses relating to any actions, proceedings, lawsuits, demands, causes of action and claims, whether actual or threatened, made by or against the Trust or any Subsidiary, or which the Trust or any Subsidiary is authorized or obligated to pay under applicable law or its Governing Instruments or by the Board of Trustees; (xiv) subject to Section 9 below, any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Trust or any Subsidiary, or against any trustee, director or officer of the Trust or any Subsidiary in his capacity as such for which the Trust or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings; (xv) all travel and related expenses of trustees, directors, officers and employees of the Trust or any Subsidiary and the Manager, incurred in connection with attending meetings of the Board of Trustees or holders of securities of the Trust or any Subsidiary or performing other business activities that relate to the Trust or any Subsidiary, including, without limitations, travel and expenses incurred in connection with the matters referred to in this clause (b))purchase, consideration for purchase, financing, refinancing, sale or other disposition of initially registering shares any investment or potential investment of the Trust under or any Subsidiary; provided, however, that the Securities Act of 1933Operating Partnership (or any other Subsidiary, as amendedprovided below) shall only be responsible for a proportionate share of such expenses, as determined by the Manager in good faith, where such expenses were not incurred solely for the benefit of the Trust or any Subsidiary; (xvi) all expenses of organizing, modifying or dissolving the Trust or any Subsidiary and costs preparatory to entering into a business or activity, or of winding up or disposing of a business activity of the Trust or any Subsidiary, if any; (xvii) all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board of Trustees to or on account of holders of the securities of the Trust or any Subsidiary, including, without limitation, in connection with any dividend reinvestment plan; (xviii) all costs and expenses related to the design and maintenance of the Trust’s website or sites and associated with any computer software, hardware, electronic equipment or purchased information technology services from third party vendors that is used primarily for the Trust or any Subsidiary; (xix) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses; provided, however, that the Operating Partnership (or any other Subsidiary, as provided below) shall only be responsible for a proportionate share of qualifying such expenses, as determined by the shares for sale under state securities laws Manager in good faith, where such expenses were not incurred solely for the initial offering benefit of the Trust or any Subsidiary; (xx) the costs and sale expenses incurred with respect to administering the Trust’s incentive plans; (xxi) the costs and expenses of sharesmaintaining compliance with all U.S. federal, state, local and applicable regulatory body rules and regulations; provided, however, that the Operating Partnership (or any other Subsidiary, as provided below) shall only be responsible for a proportionate share of such costs and expenses, as determined by the Manager in good faith, where such costs and expenses were not incurred solely for the benefit of the Trust or any Subsidiary; (xxii) expenses relating to any office or office facilities, including disaster backup recovery sites and facilities, maintained for the Trust or any Subsidiary separate from the offices of the Manager; (xxiii) all other expenses of the Trust or any Subsidiary relating to the business and investment operations of the Trust and the Subsidiaries, including, without limitation, the costs and expenses of acquiring, originating, owning, protecting, maintaining, financing, refinancing, developing, modifying and disposing of investments that are not the responsibility of the Manager under Section 9(a) of this Agreement; and (xxiv) all other expenses actually incurred by the Manager or its Affiliates or their respective managers, officers, trustees, directors, employees, members, representatives or agents, or any Affiliates thereof, that are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. In addition, the Operating Partnership (or any other Subsidiary, as provided below) will be required to pay the Trust’s and the Subsidiaries’ pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its Affiliates required for the Trust’s and the Subsidiaries’ operations. These expenses will be allocated between the Manager, on the one hand, and the Operating Partnership (or such other Subsidiary), on the other hand, based on the ratio of the Trust’s and the Subsidiaries’ proportion of gross assets compared to all remaining gross assets managed by the Manager as calculated at each fiscal quarter end. The Manager, the Trust and the Operating Partnership will modify this allocation methodology, subject to the Board of Trustees’ approval, if the allocation becomes inequitable. Notwithstanding the foregoing or any other provision contained in this Agreement, in the event that any of the services provided hereunder by the Manager are rendered to or for the benefit of any Subsidiary other than the Operating Partnership, then, in the sole discretion of the Operating Partnership, a portion of the expense reimbursements to the Manager and/or its Affiliates hereunder, as determined by the Operating Partnership, shall be payable by such Subsidiary. (c) the compensation Costs and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have incurred by the meaning specified in the 1940 Act) Manager or an Affiliate thereof on behalf of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by Trust or any Subsidiary shall be reimbursed quarterly to the Trust other than through Manager. The Manager shall prepare a written statement in reasonable detail documenting the Adviser; (d) legal, accounting, financial management, tax and auditing fees costs and expenses of the Trust (including an allocable portion and the Subsidiaries and those incurred by the Manager on behalf of the cost of its employees rendering Trust or any Subsidiary during each fiscal quarter, and shall deliver such services written statement to the Trust);Trust within 30 days after the end of each fiscal quarter. The Operating Partnership (or any other Subsidiary, as provided in the immediately preceding paragraph) shall pay all amounts payable to the Manager pursuant to this Section 8 within five (5) Business Days after the date of delivery of such written statement without demand, deduction, offset or delay. Cost and expense reimbursement to the Manager shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Trust and the Subsidiaries. The provisions of this Section 8 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection with such expiration or termination. (ed) Notwithstanding the fees and disbursements foregoing, the Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coveragesreimbursement for similar expenses in future periods.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required Subject to pay any expenses which this Agreement does not expressly make payable by it. In particularArticle IV, and without limiting the generality of the foregoing but subject to the provisions of Section 35, the Adviser will not be required Trustees shall have the power and authority to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust prior to the effective date of this Agreement; (b) without limiting the generality of the foregoing clause (a), the expenses of organizing cause the Trust (including without limitationor to act on behalf of the Trust) to directly or indirectly through contractual arrangements, legalor to reimburse the Trustees from the Trust Property, accounting for their expenses and auditing disbursements, including, but not limited to, interest charges, taxes, brokerage fees and commissions; expenses incurred of pricing Trust portfolio securities; expenses of sale, addition and reduction of Shares; insurance premiums; applicable fees, interest charges and expenses of third parties, including the Trust’s investment advisers, managers, administrators, distributors, custodians, transfer agents, shareholder servicing agents and fund accountants; fees of pricing, interest, dividend, credit and other reporting services; costs of membership in connection with trade associations; telecommunications expenses; funds transmission expenses; auditing, legal and compliance expenses; costs of forming the matters referred to in this clause (b))Trust and maintaining their existence; costs of preparing and printing the prospectuses, statements of initially registering shares additional information and Shareholder reports of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and delivering them to Shareholders; expenses of Trustees who are not interested persons (as used in this Agreementmeetings of Shareholders and proxy solicitations therefor; costs of maintaining books and accounts; costs of reproduction, such term shall have the meaning specified in the 1940 Act) of the Adviser stationery and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing supplies; fees and expenses of the Trustees; compensation of the Trust’s officers and employees and costs of other personnel performing services for the Trust; 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 Trust (including an allocable portion or a Trustee or officer of the cost of its employees rendering such services Trust acting as such) is a party, and for all losses and liabilities by them incurred in administering the Trust. The Trustees shall have a lien on the assets belonging to the Trust); (e) , prior to any rights or interests of the Shareholders thereto, for the reimbursement to them of such expenses, disbursements, losses and liabilities authorized to be paid or reimbursed pursuant to this Section. This Article shall not preclude the Trust from directly paying any of the aforementioned fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coveragesexpenses.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser It is understood that the Trust will not be required to pay any all its expenses other than those expressly assumed by the Administrator herein, which this Agreement does not expressly make expenses payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust prior shall include: A. Expenses of all audits by independent public accountants; B. Expenses of transfer agent, registrar, dividend disbursing agent, and shareholder recordkeeping services; C. Expenses of custodial services including recordkeeping services provided by the Custodian; D. Expenses of obtaining quotations for calculating the value of the Trust’s net assets; E. Expenses of maintaining each Sub-Trust’s tax records; F. Salaries and other compensation of any of the Trust’s executive officers and employees, if any, who are not officers, directors, stockholders, or employees of the Administrator; G. Taxes levied against the Trust; H. Brokerage fees and commissions in connection with the purchase and sale of portfolio securities, instruments, or currency for the Trust; I. Costs, including the interest expense, of borrowing money; J. Costs and/or fees incident to meetings of the Trust, the preparation and mailings of prospectuses and reports of the Trust to its Shareholders, the filing of reports with regulatory bodies, the maintenance of the Trust’s existence, and the registration of shares with federal and state securities authorities; K. Legal fees, including the legal fees related to the effective date registration and continued qualification of this Agreementthe Trust shares for sale; (b) without limiting the generality L. Costs of printing stock certificates representing shares of the foregoing clause (a), the expenses of organizing the Trust (including without limitation, legal, accounting and auditing Trust; M. Trustees’ fees and expenses to trustees who are not officers, employees, or stockholders of the Administrator or any of its affiliates; N. The Trust’s pro rata portion of the fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums; O. Association membership dues; and P. Extraordinary expenses as may arise including expenses incurred in connection with litigation, proceedings, other claims, and the matters referred to in this clause (b)), of initially registering shares legal obligations of the Trust under the Securities Act of 1933to indemnify its Trustees, as amendedofficers, employees, shareholders, distributors, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coverageswith respect thereto.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any In connection with the Trust’s initial public offering of Units, the Trust will be responsible for paying the filing and all listing fees of the applicable Securities Authorities and stock exchanges, the fees and expenses payable to the Registrar and Transfer Agent, and the selling commissions of the Underwriters as disclosed in the Disclosure Documents the costs of creating and organizing the Trust, the costs of printing and preparing the Disclosure Documents, legal expenses, taxes marketing and governmental fees advertising expenses, other reasonable out-of-pocket expenses incurred by the Trust prior to Underwriters other than the effective date of this Agreement;Underwriters’ legal expenses, and all other incidental expenses. (b) without limiting Except as otherwise provided herein and subject to the generality of the foregoing clause (a)Management Agreement, the expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees shall be responsible for all costs and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering shares on-going operation and administration of the Trust under including, but not limited to: the Securities Act of 1933fees and expenses payable to and incurred by the Trustee, as amendedthe Manager, any Investment Manager, the Gold Custodian, the Custodian, any sub-custodians, the Registrar and Transfer Agent, and of qualifying the shares for sale under state securities laws Valuation Agent; acquisition, transaction and handling costs for the initial offering Gold Coins (other than the Gold Coin Redemption Expenses); storage fees for the Gold Coins; custodian settlement fees; counterparty fees; legal, audit, accounting, bookkeeping and sale record-keeping fees and expenses; costs and expenses of shares;reporting to Unitholders and conducting Unitholder meetings; printing and mailing costs; filing and listing fees payable to applicable Securities Authorities and stock exchanges; other administrative expenses and costs incurred in connection with the Trust’s continuous disclosure public filing requirements and investor relations; any applicable taxes payable by the Trust or to which the Trust may be subject including federal and provincial income taxes, harmonized sales tax, goods and services tax, and withholding taxes; interest expenses and borrowing costs, if any; brokerage expenses and commissions; costs and expenses relating to the issuance of Units; costs and expenses of preparing financial and other reports; any expenses associated with the implementation and on-going operation of the Independent Review Committee; costs and expenses arising as a result of complying with all Applicable Laws; and any expenditures incurred upon the termination of the Trust. The Manager agrees that, if the expenses of the Trust, including the Management Fee, at the end of any month exceed an amount equal to 1/12 of 0.65% of the Net Asset Value of the Trust (the “Expense Cap”), then the expenses in excess of the Expense Cap (the “Excess Expenses”) shall reduce the Management Fee payable to the Manager for such month by the amount of such Excess Expenses up to the gross amount of the Management Fee earned by the Manager from the Trust for such month. In the event that such Excess Expenses exceed the amount of the Management Fee payable in an applicable month (the amount by which the Excess Expenses exceed the Management Fee is referred to as the “Remaining Excess Expenses”), the Management Fee payable in subsequent months will be offset by the Remaining Excess Expenses until such Remaining Excess Expenses have been offset in full, provided that (i) the Management Fee may only be reduced in such manner for two months after the applicable month that resulted in Excess Expenses and will not be carried over into future months, and (ii) to the extent that the expenses of the Trust, including the Management Fee, at the end of any month are less than the Expense Cap prior to taking into account the application of any Remaining Excess Expenses, the amount of the Remaining Excess Expenses shall be reduced by the difference between the Expense Cap and the actual expenses for such month, resulting in the Management Fee not being reduced by the amount of such difference. In calculating the expenses of the Trust for purposes of the expense cap, the following will be excluded: any applicable taxes payable by the Trust or to which the Trust may be subject; any unrealized or realized gains or losses of the Trust; and any expenses not in the ordinary course of business, including without limitation, any litigation costs (including legal fees) or indemnification amounts. (c) The Trust will be responsible for the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of any action, suit or other proceedings in which, or in relation to which, the Trust (including an allocable portion Trustee, the Manager, the Gold Custodian, the Custodian, any sub-custodians, the Registrar and Transfer Agent, the Valuation Agent or the Underwriters and/or any of the cost of its employees rendering such services their respective officers, directors, employees, consultants or agents is entitled to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable indemnity by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coverages.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will Except as expressly otherwise provided in this agreement, the Trust shall pay all its expenses not be required to pay any expenses which this Agreement does not expressly make payable assumed by it. In particularthe Advisor, and without limiting the generality of the foregoing but subject to it is specifically agreed that the provisions following expenses of Section 3, the Adviser will Trust shall be paid by the Trust and shall not be required to pay under this Agreementpaid by the Advisor: (a) any and all expenses, taxes and governmental fees incurred by the Trust prior to the effective date cost of this Agreementborrowed money; (b) without limiting taxes on income, taxes and assessments on real property and other taxes applicable to the generality of the foregoing clause Trust; (a)c) legal, auditing, accounting, underwriting, brokerage, listing, registration (including all blue sky applications) and other fees, the printing, engraving and other expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees and expenses taxes incurred in connection with the matters referred to in this clause (b))issuance, of initially registering shares distribution, transfer, registration and stock exchange listing of the Trust under securities of the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of sharesTrust; (cd) expenses connected with the compensation acquisition, disposition and ownership of real property, mortgage loans or other property (including the cost of foreclosures, insurance premiums, legal services, architectural and engineering fees, mortgage taxes, appraisal and inspection fees, title and abstract expenses, brokerage, sale and leasing commissions, maintenance, repairs and improvements of property); (e) fees and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, paid to independent contractors, consultants, managers and other unaffiliated independent agents employed directly by the Trust other than through in connection with the Adviser; (d) legalacquisition, accountingoperation, financial managementmaintenance, tax protection and auditing fees disposition of Trust properties, including but not limited to salaries, wages, payroll taxes, and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees employee benefit plans and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrarstemporary help expenses; (f) taxes and governmental fees assessed against the Trust's expenses of maintaining real property interests or other investment assets and payable owned by the Trust; (g) insurance as required by the cost Trust, including but not limited to Trustees’ and Officers’ liability insurance; (h) expenses of preparing and mailing dividends, distributions, reports, notices and proxy materials organizing or terminating the Trust; (i) expenses connected with payments of dividends or interest or distributions in cash or any other form made by the Trust to shareholders holders of securities of the Trust; (hj) brokers' commissions all expenses connected with communications to holders of securities of the Trust and underwriting the other bookkeeping and clerical work necessary in maintaining relations with holders of securities, including the cost of printing and mailing certificates for securities and proxy solicitation materials and reports to such holders and the cost of holding meetings of holders of the Trust’s securities. (k) transfer agents’, registrars’, authenticating agents’, paying agents’, and indenture Trustees’ fees and charges; (l) losses and provisions for them on disposition of assets; (m) all provisions for depletion, depreciation and amortization; (n) the cost of the fidelity bond or bonds obtained by the Advisor as required by this agreement; (o) the fees and expenses paid to Trustees, and appraisers, contractors, consultants, managers, officers, employees and others employed by or on behalf of the Trust; (p) to the extent not paid by borrowers from the Trust, loan administration and mortgage and property servicing fees; (iq) the expense expenses of periodic calculations of the net asset value of the shares of revising, amending, converting or modifying the Trust; (r) legal, accounting and auditing fees; and (js) insurance premiums on fidelitythe cost of any accounting, errors statistical, or bookkeeping equipment or computer software necessary for the maintenance of the books and omissions and other coveragesrecords of the Trust.

Expenses of the Trust. NOT PAID BY THE ADVISER. The It is understood that the Trust will pay all its expenses other than those expressly assumed by the Adviser will not be required to pay any herein, which expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this AgreementTrust shall include: (a) any and Expenses of all expenses, taxes and governmental fees incurred audits by the Trust prior to the effective date of this Agreementindependent public accountants; (b) without limiting the generality Expenses of the foregoing clause (a)transfer agent, the expenses of organizing the Trust (including without limitationregistrar, legal, accounting and auditing fees and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering shares of the Trust under the Securities Act of 1933, as amendeddividend disbursing agent, and of qualifying the shares for sale under state securities laws for the initial offering and sale of sharesshareholder recordkeeping services; (c) Expenses of custodial services including recordkeeping services provided by the Custodian; (d) Expenses of obtaining quotations for calculating the value of the Trust’s net assets; (e) Expenses of maintaining each Fund’s tax records; (f) Salaries and other compensation of any of the Trust’s executive officers and expenses of Trustees employees, if any, who are not interested persons (as used in this Agreementofficers, such term shall have the meaning specified in the 1940 Act) directors, stockholders, or employees of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of Taxes levied against the Trust; (h) brokers' Brokerage fees and commissions in connection with the purchase and underwriting feessale of portfolio securities, instruments or currency for the Trust; (i) Costs, including the expense interest expense, of periodic calculations borrowing money; (j) Costs and/or fees incident to meetings of the net asset value Trust, the preparation and mailings of prospectuses and reports of the Trust to its shareholders, the filing of reports with regulatory bodies, the maintenance of the Trust’s existence, and the registration of shares with federal and state securities authorities; (k) Legal fees, including the legal fees related to the registration and continued qualification of the Trust shares for sale; (l) Costs of printing stock certificates representing shares of the Trust; (m) Trustees’ fees and expenses to trustees who are not officers, employees, or stockholders of the Adviser or any of its affiliates; (n) The Trust’s pro rata portion of the fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums; (o) Association membership dues; and (jp) insurance premiums on fidelityExtraordinary expenses as may arise including expenses incurred in connection with litigation, errors proceedings, other claims, and omissions the legal obligations of the Trust to indemnify its Trustees, officers, employees, shareholders, distributors, and other coveragesagents with respect thereto.

Expenses of the Trust. NOT PAID BY THE ADVISERThe Adviser shall not bear the responsibility for or expenses associated with operational, accounting or administrative services on behalf of the Trust not expressly assumed by the Adviser hereunder. The Adviser will not expenses to be required to pay any expenses which this Agreement does not expressly make payable borne by it. In particularthe Trust include, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreementlimitation: (a) charges and expenses of any and all expensesregistrar, taxes and governmental fees incurred stock, transfer or dividend disbursing agent, custodian, depository or other agent appointed by the Trust prior to for the effective date safekeeping of this Agreementits cash, portfolio securities and other property; (b) without limiting general operational, administrative and accounting costs, such as the generality costs of calculating the Trust’s net asset value, the preparation of the foregoing clause (a), the expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees and expenses incurred in connection Trust’s tax filings with the matters referred to in this clause (b)), of initially registering shares of the Trust under the Securities Act of 1933, as amended, relevant authorities and of qualifying the shares for sale under state securities laws for the initial offering compliance with any and sale of sharesall regulatory authorities; (c) the compensation charges and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser auditors and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviseroutside accountants; (d) legal, accounting, financial management, tax and auditing fees and expenses brokerage commissions for transactions in the portfolio securities of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) all taxes, including issuance and transfer taxes, and corporate fees payable by the fees and disbursements of custodians and depositories of the Trust's assetsTrust to Federal, transfer agents, disbursing agents, plan agents and registrarsstate or other U.S. or foreign governmental agencies; (f) taxes and governmental fees assessed against the Trust's assets and payable by cost of stock certificates representing shares of the Trust; (g) expenses involved in registering and maintaining registrations of the cost Trust and of its shares with the Securities and Exchange Commission and various states and other jurisdictions, if applicable; (h) all expenses of shareholders’ and Trustees’ meetings, including meetings of committees, and of preparing, setting in type, printing and mailing proxy statements, quarterly reports, semi-annual reports, annual reports and other communications to shareholders; (i) all expenses of preparing and setting in type offering documents, and expenses of printing and mailing dividends, distributions, reports, notices and proxy materials the same to shareholders (but not expenses of printing and mailing of offering documents and literature used for any promotional purposes); (j) compensation and travel expenses of Trustees who are not “interested persons” of the Adviser within the meaning of the 1940 Act; (k) the expense of furnishing, or causing to be furnished, to each shareholder statements of account; (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, day to day legal affairs of the Trust and relations with its shareholders, issuance of Trust shares, and registration and qualification of securities under Federal, state and other laws; (m) the expenses of attendance at professional meetings of organizations such as the Investment Company Institute by officers and Trustees of the Trust, and the membership or association dues of such organizations; (n) the cost and expense of maintaining the books and records of the Trust; (h) brokers' commissions and underwriting fees; (io) the expense of periodic calculations obtaining and maintaining a fidelity bond as required by Section 17(g) of the net asset value 1940 Act and the expense of the shares of the Trustobtaining and maintaining an errors and omissions policy; (p) interest payable on Trust borrowing; (q) postage; and (jr) insurance premiums on fidelityany other costs and expenses incurred by the Adviser for Trust operations and activities, errors and omissions and other coveragesincluding but not limited to the organizational costs of the Trust if initially paid by the Adviser.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser It is understood that the Trust will not be required to pay any all its expenses other than those expressly assumed by the Manager herein, which this Agreement does not expressly make expenses payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust prior shall include: A. Fees for the services of the Money Managers; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, dividend disbursing agent, and shareholder recordkeeping services; D. Expenses of custodial services including recordkeeping services provided by the Custodian; E. Expenses of obtaining quotations for calculating the value of the Trust's net assets; F. Expenses of obtaining Portfolio Activity Reports and Analyses of International Management reports for each portfolio of each Sub-Trust; G. Expenses of maintaining each Sub-Trust's tax records; H. Salaries and other compensation of any of the Trust's executive officers and employees, if any, who are not officers, directors, stockholders, or employees of the Manager; I. Taxes levied against the Trust; J. Brokerage fees and commissions in connection with the purchase and sale of portfolio securities for the Trust; K. Costs, including the interest expense, of borrowing money; L. Costs and/or fees incident to meetings of the Trust, the preparation and mailings of prospectuses and reports of the Trust to its Shareholders, the filing of reports with regulatory bodies, the maintenance of the Trust's existence, and the registration of shares with federal and state securities authorities; M. Legal fees, including the legal fees related to the effective date registration and continued qualification of this Agreementthe Trust shares for sale; (b) without limiting the generality N. Costs of printing stock certificates representing shares of the foregoing clause (a), the expenses of organizing the Trust (including without limitation, legal, accounting and auditing Trust; O. Trustees' fees and expenses to trustees who are not officers, employees, or stockholders of the Manager or any of its affiliates; P. The Trust's pro rata portion of the fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums; Q. Association membership dues; and R. Extraordinary expenses as may arise including expenses incurred in connection with litigation, proceedings, other claims, and the matters referred to in this clause (b)), of initially registering shares legal obligations of the Trust under the Securities Act of 1933to indemnify its Trustees, as amendedofficers, employees, shareholders, distributors, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coverageswith respect thereto.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which Except as expressly otherwise provided in this Agreement does not expressly make payable by it. In particularand subject to the requirement set forth in Section 4.3 below, and the Trust shall pay all of its expenses, and, without limiting the generality of the foregoing but foregoing, it is specifically agreed that the following expenses of the Trust shall be (x) paid by the Trustee, on behalf of the Trust, and shall not be paid by Manager or (y) subject to the provisions limitations set forth below, paid by the Manager and reimbursed by the Trustee, on behalf of Section 3the Trust, within five (5) business days following a written request for any such reimbursement provided by the Adviser will not be required Manager to pay under this Agreementthe Trustee: (ai) any travel and all other expenses of the Personnel and Officers incurred in connection with the Services (other than salary or employment expenses, taxes and governmental fees incurred by the Trust prior to the effective date of this Agreement); (bii) without limiting the generality cost of borrowed money; (iii) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Trust or the Properties; (iv) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the foregoing clause Trust or any securities on the stock exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (av) expenses of organizing, restructuring, reorganizing or liquidating the Trust, including winding down, revising, amending, converting or modifying the Trust’s organizational documents; (vi) fees and travel and other expenses paid to the Trustee and officers of the Trust (but not in their capacities as officers or employees of Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Trust; (vii) documented expenses directly connected with the investigation, disposition or ownership of the Properties or other real estate interests or other property (including third party property diligence costs, appraisal reporting, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of Manager, to the extent that such expenses of organizing are to be borne by Manager pursuant to Section 4.2(a) above; (viii) all insurance costs incurred in connection with the Trust (including director, trustee and/or officer liability insurance) or in connection with any director, trustee and/or officer indemnity agreement to which the Trust is a party; (ix) documented expenses for all third-party contracts entered into by or on behalf of Manager and as set forth in the applicable Annual Budget (or otherwise approved in writing by the Trustee), including, without limitation, those entered into with the Subcontractors; provided that any such-third-party contracts not provided for in the applicable Annual Budget or otherwise approved in writing by Trustee shall be subject to Section 4.2(c) below; (x) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustee to holders of securities of the Trust; (xi) all expenses connected with communications to holders of securities of the Trust and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Trust’s securities; (xii) legal, accounting and auditing fees and expenses incurred in connection with the matters referred addition to those described in this clause subsection (b)), of initially registering shares of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of sharesiii) above; (cxiii) filing and recording fees for regulatory or governmental filings, approvals and notices to the compensation and expenses of Trustees who are extent not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) otherwise covered by any of the Adviser and foregoing items of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trustthis Section 4.2(b); (exiv) the software licensing fees and disbursements of custodians other fees and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents costs associated with proprietary software and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable programs used separately by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (jxv) insurance premiums on fidelityall other costs and expenses of the Trust, errors and omissions and including those set out in the Annual Budgets, other coveragesthan those to be specifically borne by Manager pursuant to Section 4.2(a) above.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser Trust agrees that it will not pay all its expenses, other than those expressly stated to be required to pay any expenses which this Agreement does not expressly make payable by it. In particularXxxxxx Square hereunder, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred which expenses payable by the Trust prior shall include, without limitation: a. Fees payable for investment advisory services provided by the Trust's Investment Adviser; b. Fees payable for services provided by the Trust's independent public accountants; c. Fees payable for accounting services; d. Fees payable for transfer agency services; e. Fees payable for custodial services; f. The cost of obtaining quotations for calculating the value of the assets of each Fund; g. Taxes levied against the Trust or any Fund; h. Brokerage fees, xxxx-ups and commissions in connection with the purchase and sale of portfolio securities; i. Costs, including the interest expense of borrowing money; j. Costs and/or fees incident to holding meetings of the Board of Trustees and shareholders, preparation (including typesetting, printing and XXXXX filing charges) and mailing of prospectuses, reports and proxy materials to the effective date existing shareholders of this Agreementthe Trust, filing of reports with regulatory bodies, maintenance of the Trust's corporate existence, and registration of Trust shares with federal and state securities authorities; (b) without limiting the generality k. Legal fees and expenses; l. Costs of printing share certificates representing shares of the foregoing clause (a)Trust; m. Fees payable to, and expenses of, members of the expenses Board of organizing Trustees who are not "interested persons" of the Trust (including without limitation, legal, accounting and auditing fees and Trust; n. Out-of-pocket expenses incurred in connection with the matters referred to in this clause (b)), provision of initially registering shares of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legaladministration, accounting, financial management, tax custodial and auditing fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust)transfer agency services; (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coverages.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject Subject to the provisions of Article II, Section 32.08 hereof, the Adviser will not Trustees shall be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by reimbursed from the Trust prior estate or the assets belonging to the effective date of this Agreement; (b) without limiting the generality of the foregoing clause (a)appropriate Series for their expenses and disbursements, the expenses of organizing the Trust (including including, without limitation, legalinterest charges, accounting and auditing taxes, brokerage fees and commissions; expenses incurred in connection with the matters referred to in this clause (b))of issue, of initially registering shares of the Trust under the Securities Act of 1933, as amended, repurchase and of qualifying the shares for sale under state securities laws for the initial offering and sale redemption of shares; (c) the compensation ; certain insurance premiums; applicable fees, interest charges and expenses of Trustees who are not interested persons (as used in this Agreementthird parties, such term shall have including the meaning specified in the 1940 Act) of the Adviser and of independent Trust's investment advisers, independent contractorsmanagers, consultantsadministrators, managers distributors, custodian, transfer agent and fund accountant; fees of pricing, interest, dividend, credit and other unaffiliated agents employed by reporting services; costs of membership in trade associations; telecommunications expenses; funds transmission expenses; auditing, legal and compliance expenses; costs of forming the Trust other than through and maintaining corporate existence; costs of preparing and printing the Adviser; (d) legalTrust's prospectuses, accountingstatements of additional information and shareholder reports and delivering them to existing shareholders; expenses of meetings of shareholders and proxy solicitations therefore; costs of maintaining books and accounts; costs of reproduction, financial management, tax stationery and auditing supplies; fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories Trustees; compensation of the Trust's assets, transfer agents, disbursing agents, plan agents officers and registrars; (f) taxes employees and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost costs of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of other personnel performing services for the Trust; and costs of Trustee meetings; Securities and Exchange Commission registration fees and related expenses; state or foreign securities laws registration fees and related expenses; and for such non-recurring items as may arise, including litigation to which the Trust (jor a Trustee acting as such) insurance premiums is a party, and for all losses and liabilities by them incurred in administering the Trust, and for the payment of such expenses, disbursements, losses and liabilities the Trustees shall have a lien on fidelitythe assets belonging to the appropriate Series, errors or in the case of an expense allocable to more than one Series, on the assets of each such Series, prior to any rights or interests of the Shareholders thereto. This section shall not preclude the Trust from directly paying any of the aforementioned fees and omissions and other coveragesexpenses.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any In connection with the Arrangement, the Trust will be responsible for paying the filing and all listing fees of the applicable Securities Authorities and stock exchanges, the fees and expenses payable to the Registrar and Transfer Agent. All other costs and expenses in connection with the Arrangement, including the costs of creating and organizing the Trust, the costs of printing and preparing the Disclosure Documents, legal expenses, taxes marketing and governmental fees incurred advertising expenses and other incidental expenses will be paid by the Trust prior to the effective date of this Agreement;Manager. (b) without limiting Except as otherwise provided herein and subject to the generality of the foregoing clause (a)Management Agreement, the expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees shall be responsible for all costs and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering shares on-going operation and administration of the Trust under including, but not limited to: the Securities Act of 1933fees and expenses payable to and incurred by the Trustee, as amendedthe Manager, any Investment Manager, the Bullion Custodian, the Custodian, any sub-custodians, the Registrar and Transfer Agent, and of qualifying the shares for sale under state securities laws Valuation Agent; transaction and handling costs for the initial offering Bullion; storage fees for the Bullion; custodian settlement fees; counterparty fees; legal, audit, accounting, bookkeeping and sale record-keeping fees and expenses; costs and expenses of shares;reporting to Unitholders and conducting Unitholder meetings; printing and mailing costs; filing and listing fees payable to applicable Securities Authorities and stock exchanges; other administrative expenses and costs incurred in connection with the Trust’s continuous disclosure public filing requirements and investor relations; any applicable Canadian taxes payable by the Trust or to which the Trust may be subject including federal and provincial income taxes, goods and services tax, and withholding taxes; interest expenses and borrowing costs, if any; brokerage expenses and commissions; costs and expenses relating to the issuance of Units; costs and expenses of preparing financial and other reports; any expenses associated with the implementation and on-going operation of the Independent Review Committee; costs and expenses arising as a result of complying with all Applicable Laws; and any expenditures incurred upon the termination of the Trust. (c) The Trust will be responsible for the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of any action, suit or other proceedings in which, or in relation to which, the Trust (including an allocable portion Trustee, the Manager, the Bullion Custodian, the Custodian, any sub-custodians, the Registrar and Transfer Agent or the Valuation Agent and/or any of the cost of its employees rendering such services their respective officers, directors, employees, consultants or agents is entitled to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable indemnity by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coverages.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required Subject to pay any expenses which this Agreement does not expressly make payable by it. In particularArticle IV, and without limiting the generality of the foregoing but subject to the provisions of Section 34.5, the Adviser will not be required Trustees shall have the power and authority to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust prior to the effective date of this Agreement; (b) without limiting the generality of the foregoing clause (a), the expenses of organizing cause the Trust (including without limitationor to act on behalf of the Trust) to make payments directly or indirectly through contractual arrangements, legalor to reimburse the Trustees from the Trust Property, accounting for their expenses and auditing disbursements, including, but not limited to, interest charges, taxes, brokerage fees and commissions; expenses incurred of pricing Trust portfolio securities; expenses of sale, addition and reduction of Shares; insurance premiums; applicable fees, interest charges and expenses of third parties, including the Trust’s investment advisers, managers, administrators, distributors, custodians, transfer agents, shareholder servicing agents and fund accountants; fees of pricing, interest, dividend, credit and other reporting services; costs of membership in connection with trade associations; telecommunications expenses; funds transmission expenses; auditing, legal and compliance expenses; costs of forming the matters referred to in this clause (b))Trust and maintaining its existence; costs of preparing and printing the prospectuses, statements of initially registering shares additional information and Shareholder reports of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and delivering them to Shareholders; expenses of Trustees who are not interested persons (as used in this Agreementmeetings of Shareholders and proxy solicitations therefor; costs of maintaining books and accounts; costs of reproduction, such term shall have the meaning specified in the 1940 Act) of the Adviser stationery and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing supplies; fees and expenses of the Trustees; compensation of the Trust’s officers and employees and costs of other personnel performing services for the Trust; 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 Trust (including an allocable portion or a Trustee or officer of the cost of its employees rendering such services Trust acting as such) is a party, and for all losses and liabilities by them incurred in administering the Trust. The Trustees shall have a lien on the assets belonging to the Trust); (e) , prior to any rights or interests of the Shareholders thereto, for the reimbursement to them of such expenses, disbursements, losses and liabilities authorized to be paid or reimbursed pursuant to this Section. This Article shall not preclude the Trust from directly paying any of the aforementioned fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coveragesexpenses.

Expenses of the Trust. NOT PAID BY THE ADVISER(a) The Manager shall be responsible for compensation and related expenses of the Manager’s employees (including the officers of the Trust who are also employees of the Manager), including, without limitation, salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans of such personnel; provided, however, that the Operating Partnership (or any other Subsidiary, as provided below) shall pay or reimburse the Manager or any Affiliate of the Manager for the costs and expenses (including any employment expenses) incurred in connection with the performance by the Manager or such Affiliate of any services performed by the Manager or such Affiliate pursuant to Section 2(d) or 2(f) hereof. (b) The Trust and the Subsidiaries shall pay all of their costs and expenses and the Operating Partnership (or any other Subsidiary, as provided below) shall reimburse the Manager or its Affiliates for expenses of the Manager and its Affiliates incurred on behalf of the Trust or any Subsidiary, excepting only those expenses that are specifically the responsibility of the Manager pursuant to Section 8(a) of this Agreement. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without Without limiting the generality of the foregoing but subject to foregoing, it is specifically agreed that the provisions following costs and expenses of Section 3, the Adviser will Trust or any Subsidiary shall be paid by the Operating Partnership (or such other Subsidiary) and shall not be required to pay under this Agreementpaid by the Manager or Affiliates of the Manager: (ai) all costs and expenses associated with the formation and capital raising activities of the Trust and the Subsidiaries, if any, including, without limitation, the costs and expenses of the preparation of the Trust’s registration statements, any and all costs and expenses of the Initial Public Offering, any subsequent offerings and any filing fees and costs of being a public company, including, without limitation, filings with the SEC, the Financial Industry Regulatory Authority and the NYSE (or any other exchange or over-the-counter market), among other such entities; (ii) all costs and expenses in connection with the acquisition, origination, disposition, development, modification, protection, maintenance, financing, refinancing, hedging, administration and ownership of the Trust’s or any Subsidiary’s investment assets (including costs and expenses incurred for transactions that are not subsequently completed), including, without limitation, costs and expenses incurred in contracting with third parties, including Affiliates of the Manager, to provide such services, such as legal fees, accounting fees, consulting fees, loan servicing fees, trustee fees, appraisal fees, insurance premiums, commitment fees, brokerage fees, guaranty fees, ad valorem taxes, costs of diligence, foreclosure, maintenance, repair and improvement of property and premiums for insurance on property owned or leased by the Trust or any Subsidiary; (iii) all legal, audit, accounting, consulting, underwriting, brokerage, listing, filing, custodian, transfer agent, rating agency, registration and other fees and charges, printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and stock exchange listing of the Trust’s or any Subsidiary’s equity securities or debt securities; (iv) all costs and expenses in connection with legal, accounting, due diligence (including due diligence costs for assets that are not subsequently acquired), asset management, securitization, property management, brokerage, leasing and other services that outside professionals or outside consultants perform or otherwise would perform on the Trust’s behalf and that are performed by the Manager or an Affiliate thereof, as provided in Section 2(d) or 2(f), it being understood that the Manager and its Affiliates shall allocate a portion of their personnel’s time to provide certain legal, tax, investor relations, accounting, financial reporting, SOX, and internal audit services for the direct benefit of the Trust and for which the Manager shall be reimbursed pro rata each fiscal quarter, based on the percentage of resources used by the Manager in connection with its investment management activities as determined by the Manager in its reasonable and good faith discretion, such amount to be reviewed annually and not preclude reimbursement for any other services performed by the Manager or an Affiliate as contemplated by this Section 8(b)(iv); (v) all expenses relating to communications to holders of equity securities or debt securities issued by the Trust or any Subsidiary and the other third party services utilized in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies (including, without limitation, the SEC), including any costs of computer services in connection with this function, the cost of printing and mailing certificates for such securities and proxy solicitation materials and reports to holders of the Trust’s or any Subsidiary’s securities and the cost of any reports to third parties required under any indenture to which the Trust or any Subsidiary is a party; (vi) all costs and expenses of money borrowed by the Trust or any Subsidiary, including, without limitation, principal, interest and the costs associated with the establishment and maintenance of any credit facilities, warehouse loans, repurchase agreements and other indebtedness of the Trust or any Subsidiary (including commitment fees, accounting fees, legal fees, closing and other costs and expenses, ); (vii) all taxes and governmental license fees applicable to the Trust or any Subsidiary, including interest and penalties thereon; (viii) all fees paid to and expenses of third-party advisors and independent contractors, consultants, managers and other agents (including real estate underwriters, brokers and special servicers) engaged by the Trust or any Subsidiary or by the Manager for the account of the Trust or any Subsidiary; (ix) all insurance costs incurred by the Trust prior or any Subsidiary, including, without limitation, any costs to obtain liability or other insurance to indemnify the effective date Manager and underwriters of this Agreementany securities of the Trust; (bx) without limiting all costs and expenses relating to the generality acquisition of, and maintenance and upgrades to, the portfolio accounting systems of the foregoing clause Trust or any Subsidiary; (axi) all compensation and fees paid to trustees or directors of the Trust or any Subsidiary (excluding those trustees or directors who are also officers or employees of the Manager), all expenses of trustees or directors of the Trust or any Subsidiary (including those trustees or directors who are also employees of the Manager), the expenses cost of organizing trustees and officers liability insurance and premiums for errors and omissions insurance, and any other insurance deemed necessary or advisable by the Board of Trustees for the benefit of the Trust and its trustees and officers (including without limitation, those trustees who are also employees of the Manager); (xii) all third-party legal, accounting and auditing fees and expenses and other similar services relating to the Trust’s or any Subsidiary’s operations (including, without limitation, all quarterly and annual audit or tax fees and expenses); (xiii) all third-party legal, expert and other fees and expenses relating to any actions, proceedings, lawsuits, demands, causes of action and claims, whether actual or threatened, made by or against the Trust or any Subsidiary, or which the Trust or any Subsidiary is authorized or obligated to pay under applicable law or its Governing Instruments or by the Board of Trustees; (xiv) subject to Section 9 below, any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Trust or any Subsidiary, or against any trustee, director or officer of the Trust or any Subsidiary in his capacity as such for which the Trust or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings; (xv) all travel and related expenses of trustees, directors, officers and employees of the Trust or any Subsidiary and the Manager, incurred in connection with attending meetings of the Board of Trustees or holders of securities of the Trust or any Subsidiary or performing other business activities that relate to the Trust or any Subsidiary, including, without limitations, travel and expenses incurred in connection with the matters referred to in this clause (b))purchase, consideration for purchase, financing, refinancing, sale or other disposition of initially registering shares any investment or potential investment of the Trust under or any Subsidiary; provided, however, that the Securities Act of 1933Operating Partnership (or any other Subsidiary, as amendedprovided below) shall only be responsible for a proportionate share of such expenses, as determined by the Manager in good faith, where such expenses were not incurred solely for the benefit of the Trust or any Subsidiary; (xvi) all expenses of organizing, modifying or dissolving the Trust or any Subsidiary and costs preparatory to entering into a business or activity, or of winding up or disposing of a business activity of the Trust or any Subsidiary, if any; (xvii) all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board of Trustees to or on account of holders of the securities of the Trust or any Subsidiary, including, without limitation, in connection with any dividend reinvestment plan; (xviii) all costs and expenses related to the design and maintenance of the Trust’s website or sites and associated with any computer software, hardware, electronic equipment or purchased information technology services from third party vendors that is used primarily for the Trust or any Subsidiary; (xix) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses; provided, however, that the Operating Partnership (or any other Subsidiary, as provided below) shall only be responsible for a proportionate share of qualifying such expenses, as determined by the shares for sale under state securities laws Manager in good faith, where such expenses were not incurred solely for the initial offering benefit of the Trust or any Subsidiary; (xx) the costs and sale expenses incurred with respect to administering the Trust’s incentive plans; (xxi) the costs and expenses of sharesmaintaining compliance with all U.S. federal, state, local and applicable regulatory body rules and regulations; provided, however, that the Operating Partnership (or any other Subsidiary, as provided below) shall only be responsible for a proportionate share of such costs and expenses, as determined by the Manager in good faith, where such costs and expenses were not incurred solely for the benefit of the Trust or any Subsidiary; (xxii) expenses relating to any office or office facilities, including disaster backup recovery sites and facilities, maintained for the Trust or any Subsidiary separate from the offices of the Manager; (xxiii) all other expenses of the Trust or any Subsidiary relating to the business and investment operations of the Trust and the Subsidiaries, including, without limitation, the costs and expenses of acquiring, originating, owning, protecting, maintaining, financing, refinancing, developing, modifying and disposing of investments that are not the responsibility of the Manager under Section 9(a) of this Agreement; and (xxiv) all other expenses actually incurred by the Manager or its Affiliates or their respective managers, officers, trustees, directors, employees, members, representatives or agents, or any Affiliates thereof, that are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. In addition, the Operating Partnership (or any other Subsidiary, as provided below) will be required to pay the Trust’s and the Subsidiaries’ pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its Affiliates required for the Trust’s and the Subsidiaries’ operations. These expenses will be allocated between the Manager, on the one hand, and the Operating Partnership (or such other Subsidiary), on the other hand, based on the percentage of resources used by the Manager in connection with its investment management activities as determined by the Manager in its reasonable and good faith discretion, as calculated at each fiscal quarter end. The amount of the overhead expense payment shall be updated annually, and the Manager, the Trust and the Operating Partnership will modify this allocation methodology, subject to the Board of Trustees’ approval, if the allocation becomes inequitable. Notwithstanding the foregoing or any other provision contained in this Agreement, in the event that any of the services provided hereunder by the Manager are rendered to or for the benefit of any Subsidiary other than the Operating Partnership, then, in the sole discretion of the Operating Partnership, a portion of the expense reimbursements to the Manager and/or its Affiliates hereunder, as determined by the Operating Partnership, shall be payable by such Subsidiary. (c) the compensation Costs and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have incurred by the meaning specified in the 1940 Act) Manager or an Affiliate thereof on behalf of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by Trust or any Subsidiary shall be reimbursed quarterly to the Trust other than through Manager. The Manager shall prepare a written statement in reasonable detail documenting the Adviser; (d) legal, accounting, financial management, tax and auditing fees costs and expenses of the Trust (including an allocable portion and the Subsidiaries and those incurred by the Manager on behalf of the cost of its employees rendering Trust or any Subsidiary during each fiscal quarter, and shall deliver such services written statement to the Trust);Trust within 30 days after the end of each fiscal quarter. The Operating Partnership (or any other Subsidiary, as provided in the immediately preceding paragraph) shall pay all amounts payable to the Manager pursuant to this Section 8 within five (5) Business Days after the date of delivery of such written statement without demand, deduction, offset or delay. Cost and expense reimbursement to the Manager shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Trust and the Subsidiaries. The provisions of this Section 8 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection with such expiration or termination. (ed) Notwithstanding the fees and disbursements foregoing, the Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coveragesreimbursement for similar expenses in future periods.

Expenses of the Trust. NOT PAID BY THE ADVISER(a) The Manager shall be responsible for compensation and related expenses of the Manager’s employees (including the officers of the Trust who are also employees of the Manager), including, without limitation, salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans of such personnel; provided, however, that the Operating Partnership (or any other Subsidiary, as provided below) shall pay or reimburse the Manager or any Affiliate of the Manager for the costs and expenses (including any employment expenses) incurred in connection with the performance by the Manager or such Affiliate of any services performed by the Manager or such Affiliate pursuant to Section 2(d) or 2(f) hereof. (b) The Trust and the Subsidiaries shall pay all of their costs and expenses and the Operating Partnership (or any other Subsidiary, as provided below) shall reimburse the Manager or its Affiliates for expenses of the Manager and its Affiliates incurred on behalf of the Trust or any Subsidiary, excepting only those expenses that are specifically the responsibility of the Manager pursuant to Section 8(a) of this Agreement. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without Without limiting the generality of the foregoing but subject to foregoing, it is specifically agreed that the provisions following costs and expenses of Section 3, the Adviser will Trust or any Subsidiary shall be paid by the Operating Partnership (or such other Subsidiary) and shall not be required to pay under this Agreementpaid by the Manager or Affiliates of the Manager: (ai) all costs and expenses associated with the formation and capital raising activities of the Trust and the Subsidiaries, if any, including, without limitation, the costs and expenses of the preparation of the Trust’s registration statements, any and all costs and expenses of the Initial Public Offering, any subsequent offerings and any filing fees and costs of being a public company, including, without limitation, filings with the SEC, the Financial Industry Regulatory Authority and the NYSE (or any other exchange or over-the-counter market), among other such entities; (ii) all costs and expenses in connection with the acquisition, origination, disposition, development, modification, protection, maintenance, financing, refinancing, hedging, administration and ownership of the Trust’s or any Subsidiary’s investment assets (including costs and expenses incurred for transactions that are not subsequently completed), including, without limitation, costs and expenses incurred in contracting with third parties, including Affiliates of the Manager, to provide such services, such as legal fees, accounting fees, consulting fees, loan servicing fees, trustee fees, appraisal fees, insurance premiums, commitment fees, brokerage fees, guaranty fees, ad valorem taxes, costs of diligence, foreclosure, maintenance, repair and improvement of property and premiums for insurance on property owned or leased by the Trust or any Subsidiary; (iii) all legal, audit, accounting, consulting, underwriting, brokerage, listing, filing, custodian, transfer agent, rating agency, registration and other fees and charges, printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and stock exchange listing of the Trust’s or any Subsidiary’s equity securities or debt securities; (iv) all costs and expenses in connection with legal, accounting, due diligence (including due diligence costs for assets that are not subsequently acquired), asset management, securitization, property management, brokerage, leasing and other services that outside professionals or outside consultants perform or otherwise would perform on the Trust’s behalf and that are performed by the Manager or an Affiliate thereof, as provided in Section 2(d) or 2(f), it being understood that the Manager and its Affiliates shall allocate a portion of their personnel’s time to provide certain legal, tax and investor relations services for the direct benefit of the Trust and for which the Manager shall be reimbursed $120,000 per fiscal quarter, such amount to be reviewed annually and not preclude reimbursement for any other services performed by the Manager or an Affiliate as contemplated by this Section 8(b)(iv); (v) all expenses relating to communications to holders of equity securities or debt securities issued by the Trust or any Subsidiary and the other third party services utilized in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies (including, without limitation, the SEC), including any costs of computer services in connection with this function, the cost of printing and mailing certificates for such securities and proxy solicitation materials and reports to holders of the Trust’s or any Subsidiary’s securities and the cost of any reports to third parties required under any indenture to which the Trust or any Subsidiary is a party; (vi) all costs and expenses of money borrowed by the Trust or any Subsidiary, including, without limitation, principal, interest and the costs associated with the establishment and maintenance of any credit facilities, warehouse loans, repurchase agreements and other indebtedness of the Trust or any Subsidiary (including commitment fees, accounting fees, legal fees, closing and other costs and expenses, ); (vii) all taxes and governmental license fees applicable to the Trust or any Subsidiary, including interest and penalties thereon; (viii) all fees paid to and expenses of third-party advisors and independent contractors, consultants, managers and other agents (including real estate underwriters, brokers and special servicers) engaged by the Trust or any Subsidiary or by the Manager for the account of the Trust or any Subsidiary; (ix) all insurance costs incurred by the Trust prior or any Subsidiary, including, without limitation, any costs to obtain liability or other insurance to indemnify the effective date Manager and underwriters of this Agreementany securities of the Trust; (bx) without limiting all costs and expenses relating to the generality acquisition of, and maintenance and upgrades to, the portfolio accounting systems of the foregoing clause Trust or any Subsidiary; (axi) all compensation and fees paid to trustees or directors of the Trust or any Subsidiary (excluding those trustees or directors who are also officers or employees of the Manager), all expenses of trustees or directors of the Trust or any Subsidiary (including those trustees or directors who are also employees of the Manager), the expenses cost of organizing trustees and officers liability insurance and premiums for errors and omissions insurance, and any other insurance deemed necessary or advisable by the Board of Trustees for the benefit of the Trust and its trustees and officers (including without limitation, those trustees who are also employees of the Manager); (xii) all third-party legal, accounting and auditing fees and expenses and other similar services relating to the Trust’s or any Subsidiary’s operations (including, without limitation, all quarterly and annual audit or tax fees and expenses); (xiii) all third-party legal, expert and other fees and expenses relating to any actions, proceedings, lawsuits, demands, causes of action and claims, whether actual or threatened, made by or against the Trust or any Subsidiary, or which the Trust or any Subsidiary is authorized or obligated to pay under applicable law or its Governing Instruments or by the Board of Trustees; (xiv) subject to Section 9 below, any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Trust or any Subsidiary, or against any trustee, director or officer of the Trust or any Subsidiary in his capacity as such for which the Trust or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings; (xv) all travel and related expenses of trustees, directors, officers and employees of the Trust or any Subsidiary and the Manager, incurred in connection with attending meetings of the Board of Trustees or holders of securities of the Trust or any Subsidiary or performing other business activities that relate to the Trust or any Subsidiary, including, without limitations, travel and expenses incurred in connection with the matters referred to in this clause (b))purchase, consideration for purchase, financing, refinancing, sale or other disposition of initially registering shares any investment or potential investment of the Trust under or any Subsidiary; provided, however, that the Securities Act of 1933Operating Partnership (or any other Subsidiary, as amendedprovided below) shall only be responsible for a proportionate share of such expenses, as determined by the Manager in good faith, where such expenses were not incurred solely for the benefit of the Trust or any Subsidiary; (xvi) all expenses of organizing, modifying or dissolving the Trust or any Subsidiary and costs preparatory to entering into a business or activity, or of winding up or disposing of a business activity of the Trust or any Subsidiary, if any; (xvii) all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board of Trustees to or on account of holders of the securities of the Trust or any Subsidiary, including, without limitation, in connection with any dividend reinvestment plan; (xviii) all costs and expenses related to the design and maintenance of the Trust’s website or sites and associated with any computer software, hardware, electronic equipment or purchased information technology services from third party vendors that is used primarily for the Trust or any Subsidiary; (xix) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses; provided, however, that the Operating Partnership (or any other Subsidiary, as provided below) shall only be responsible for a proportionate share of qualifying such expenses, as determined by the shares for sale under state securities laws Manager in good faith, where such expenses were not incurred solely for the initial offering benefit of the Trust or any Subsidiary; (xx) the costs and sale expenses incurred with respect to administering the Trust’s incentive plans; (xxi) the costs and expenses of sharesmaintaining compliance with all U.S. federal, state, local and applicable regulatory body rules and regulations; provided, however, that the Operating Partnership (or any other Subsidiary, as provided below) shall only be responsible for a proportionate share of such costs and expenses, as determined by the Manager in good faith, where such costs and expenses were not incurred solely for the benefit of the Trust or any Subsidiary; (xxii) expenses relating to any office or office facilities, including disaster backup recovery sites and facilities, maintained for the Trust or any Subsidiary separate from the offices of the Manager; (xxiii) all other expenses of the Trust or any Subsidiary relating to the business and investment operations of the Trust and the Subsidiaries, including, without limitation, the costs and expenses of acquiring, originating, owning, protecting, maintaining, financing, refinancing, developing, modifying and disposing of investments that are not the responsibility of the Manager under Section 9(a) of this Agreement; and (xxiv) all other expenses actually incurred by the Manager or its Affiliates or their respective managers, officers, trustees, directors, employees, members, representatives or agents, or any Affiliates thereof, that are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. In addition, the Operating Partnership (or any other Subsidiary, as provided below) will be required to pay the Trust’s and the Subsidiaries’ pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its Affiliates required for the Trust’s and the Subsidiaries’ operations. These expenses will be allocated between the Manager, on the one hand, and the Operating Partnership (or such other Subsidiary), on the other hand, based on the ratio of the Trust’s and the Subsidiaries’ proportion of gross assets compared to all remaining gross assets managed by the Manager as calculated at each fiscal quarter end. The Manager, the Trust and the Operating Partnership will modify this allocation methodology, subject to the Board of Trustees’ approval, if the allocation becomes inequitable. Notwithstanding the foregoing or any other provision contained in this Agreement, in the event that any of the services provided hereunder by the Manager are rendered to or for the benefit of any Subsidiary other than the Operating Partnership, then, in the sole discretion of the Operating Partnership, a portion of the expense reimbursements to the Manager and/or its Affiliates hereunder, as determined by the Operating Partnership, shall be payable by such Subsidiary. (c) the compensation Costs and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have incurred by the meaning specified in the 1940 Act) Manager or an Affiliate thereof on behalf of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by Trust or any Subsidiary shall be reimbursed quarterly to the Trust other than through Manager. The Manager shall prepare a written statement in reasonable detail documenting the Adviser; (d) legal, accounting, financial management, tax and auditing fees costs and expenses of the Trust (including an allocable portion and the Subsidiaries and those incurred by the Manager on behalf of the cost of its employees rendering Trust or any Subsidiary during each fiscal quarter, and shall deliver such services written statement to the Trust);Trust within 30 days after the end of each fiscal quarter. The Operating Partnership (or any other Subsidiary, as provided in the immediately preceding paragraph) shall pay all amounts payable to the Manager pursuant to this Section 8 within five (5) Business Days after the date of delivery of such written statement without demand, deduction, offset or delay. Cost and expense reimbursement to the Manager shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Trust and the Subsidiaries. The provisions of this Section 8 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection with such expiration or termination. (ed) Notwithstanding the fees and disbursements foregoing, the Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coveragesreimbursement for similar expenses in future periods.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required to Unless otherwise agreed by the parties in writing, the Trust shall pay any all of its expenses which this Agreement does not expressly make payable assumed by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust prior to the effective date of this Agreement; (b) without limiting the generality of the foregoing clause (a)herein. Without limitation, the expenses of organizing the Trust assumed by the Trust hereby shall include the following: expenses related to the continued existence of the Trust; fees and expenses of the Board and the officers and the administrative employees of the Trust (including without limitationexcept those affiliated with the Adviser); fees paid to the Adviser hereunder; fees and expenses of preparing, printing, and distributing official filings, reports, prospectuses and documents required pursuant to applicable state and federal securities laws, and expenses of reports to shareholders; fees and expenses of custodians, transfer agents, dividend disbursing agents, shareholder servicing agents, registrars, and similar agents; expenses related to the issuance, registration, repurchase, exchange and redemption of shares and certificates representing shares; auditing, accounting, legal, accounting insurance, portfolio administration, association membership, printing, postage, and auditing fees other administrative expenses; expenses relating to qualification or licensing of the Trust, shares in the Trust, or officers, employees and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering shares agents of the Trust under applicable state and federal securities laws; expenses related to shareholder meetings and proxy solicitations and materials; interest expense, taxes and franchise fees; and all brokerage commissions and other costs related to purchase and sales of portfolio securities. In addition to the Securities Act foregoing, the Trust shall assume all losses and liabilities incurred in the administration to the Trust and of 1933, as amendedits investment portfolio, and it shall pay such non-recurring expenses as may arise through litigation, administrative proceedings, claims against the Trust, the indemnification of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) members of the Adviser Board, officers, employees, shareholders, and of independent advisersagents, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing or otherwise. With respect to fees and expenses of the Trust (including an allocable portion that are incurred jointly on behalf of one or more Funds, such fees and expenses shall be allocated among the affected Funds pro rata based on their respective net assets, or in such other manner as the Trust considers fair and reasonable. Fees and expenses of the cost Trust that are incurred on behalf of its employees rendering such services a specific Fund will be allocated to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coveragesthat Fund only.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject Subject to the provisions of Article II, Section 32.08 hereof, the Adviser will not Trustees shall be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by reimbursed from the Trust prior estate or the assets belonging to the effective date of this Agreement; (b) without limiting the generality of the foregoing clause (a)appropriate Series for their expenses and disbursements in connection with their serving as Trustees, the expenses of organizing the Trust (including including, without limitation, legalinterest charges, accounting and auditing taxes, brokerage fees and commissions; expenses incurred in connection with the matters referred to in this clause (b))of issue, repurchase and redemption of initially registering shares of the Trust under the Securities Act of 1933Shares; certain insurance premiums; applicable fees, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation interest charges and expenses of Trustees who are not interested persons (as used in this Agreementthird parties, such term shall have including the meaning specified in the 1940 Act) of the Adviser and of independent Trust's investment advisers, independent contractorsmanagers, consultantsadministrators, managers distributors, custodian, transfer agent and fund accountant; fees of pricing, interest, dividend, credit and other unaffiliated agents employed by reporting services; costs of membership in trade associations; telecommunications expenses; funds transmission expenses; auditing, legal and compliance expenses; costs of forming the Trust other than through and maintaining its existence; costs of preparing and printing the Adviser; (d) legalTrust's prospectuses, accountingstatements of additional information and shareholder reports and delivering them to existing Shareholders; expenses of meetings of Shareholders and proxy solicitations therefor; costs of maintaining books and accounts; costs of reproduction, financial management, tax stationery and auditing supplies; fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories Trustees; compensation of the Trust's assets, transfer agents, disbursing agents, plan agents officers and registrars; (f) taxes employees and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost costs of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of other personnel performing services for the Trust; and costs of Trustee meetings; Commission registration fees and related expenses; state or foreign securities laws registration fees and related expenses and for such non-recurring items as may arise, including litigation to which the Trust (jor a Trustee acting as such) insurance premiums is a party, and for all losses and liabilities by them incurred in administering the Trust, and for the payment of such expenses, disbursements, losses and liabilities the Trustees shall have a lien on fidelitythe assets belonging to the appropriate Series, errors or in the case of an expense allocable to more than one Series, on the assets of each such Series, prior to any rights or interests of the Shareholders thereto. This section shall not preclude the Trust from directly paying any of the aforementioned fees and omissions and other coverages.expenses. ARTICLE VI INVESTMENT ADVISER, PRINCIPAL UNDERWRITER, ADMINISTRATOR AND TRANSFER AGENT SECTION

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any In connection with the Trust’s initial public offering of Units, the Trust will be responsible for paying the filing and all listing fees of the applicable Securities Authorities and stock exchanges, the fees and expenses payable to the Registrar and Transfer Agent, and the selling commissions of the Underwriters as disclosed in the Disclosure Documents. All other costs and expenses for the Trust’s initial public offering, including the costs of creating and organizing the Trust, the costs of printing and preparing the Disclosure Documents, legal expenses, taxes marketing and governmental fees advertising expenses, other reasonable out-of-pocket expenses incurred by the Trust prior to Underwriters other than the effective date of this Agreement;Underwriters’ legal expenses, and other incidental expenses will be paid by the Manager. (b) without limiting Except as otherwise provided herein and subject to the generality of the foregoing clause (a)Management Agreement, the expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees shall be responsible for all costs and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering shares on-going operation and administration of the Trust under including, but not limited to: the Securities Act of 1933fees and expenses payable to and incurred by the Trustee, as amendedthe Manager, any Investment Manager, the Gold Custodian, the Custodian, any sub-custodians, the Registrar and Transfer Agent, and of qualifying the shares for sale under state securities laws Valuation Agent; transaction and handling costs for the initial offering Gold Bullion; storage fees for the Gold Bullion; custodian settlement fees; counterparty fees; legal, audit, accounting, bookkeeping and sale record-keeping fees and expenses; costs and expenses of shares;reporting to Unitholders and conducting Unitholder meetings; printing and mailing costs; filing and listing fees payable to applicable Securities Authorities and stock exchanges; other administrative expenses and costs incurred in connection with the Trust’s continuous disclosure public filing requirements and investor relations; any applicable Canadian taxes payable by the Trust or to which the Trust may be subject including federal and provincial income taxes, goods and services tax, and withholding taxes; interest expenses and borrowing costs, if any; brokerage expenses and commissions; costs and expenses relating to the issuance of Units; costs and expenses of preparing financial and other reports; any expenses associated with the implementation and on-going operation of the Independent Review Committee; costs and expenses arising as a result of complying with all Applicable Laws; and any expenditures incurred upon the termination of the Trust. (c) The Trust will be responsible for the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of any action, suit or other proceedings in which, or in relation to which, the Trust (including an allocable portion Trustee, the Manager, the Gold Custodian, the Custodian, any sub-custodians, the Registrar and Transfer Agent, the Valuation Agent or the Underwriters and/or any of the cost of its employees rendering such services their respective officers, directors, employees, consultants or agents is entitled to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable indemnity by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coverages.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will Except as expressly otherwise provided in this Advisory Agreement, the Trust shall pay all its expenses not be required to pay any expenses which this Agreement does not expressly make payable by it. In particularthe Advisor, and and, without limiting the generality of the foregoing but subject to foregoing, it is specifically agreed that the provisions following expenses of Section 3, the Adviser will Trust shall be paid by the Trust and shall not be required to pay under this Agreementpaid by the Advisor: (a) any and all expenses, taxes and governmental fees incurred by the Trust prior to the effective date cost of this Agreementborrowed money; (b) without limiting taxes on income and taxes and assessments on real property, if any, and all other taxes applicable to the generality Trust; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the foregoing clause Trust’s securities; (ad) expenses of organizing, revising, amending, converting, modifying or terminating the Trust; (e) fees and expenses paid to Trustees and officers who are not employees or Affiliates of the Advisor, independent advisors, independent contractors, mortgage servicers, consultants, managers, local property managers or management firms, leasing agents, accountants, attorneys and other agents employed by or on behalf of the Trust and out-of-pocket expenses of Trustees of the Trust who are employees or Affiliates of the Advisor to the extent set forth in Section 11(b) above; (f) Expenses directly connected with the acquisition, disposition and ownership of real estate interests or other property (including the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Advisor to the extent that such expenses of organizing are to be borne by the Advisor pursuant to Section 11 above; (g) all insurance costs incurred in connection with the Trust (including without limitationofficer and trustee liability insurance); (h) expenses connected with payments of dividends or Interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Trust; (i) all expenses connected with communications to holders of securities of the Trust and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of printing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Trust’s securities; (j) transfer agent’s, registrar’s and indenture trustee’s fees and charges; (k) legal, accounting and auditing fees and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering shares of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trustexpenses; and (jl) insurance premiums on fidelity, errors and omissions and other coveragesexpenses relating to any office or office facilities maintained by the Trust separate from the office of the Advisor.

Expenses of the Trust. NOT PAID BY THE ADVISERThe Trust shall pay all expenses other than those expressly assumed by the Advisor herein. The Adviser will not be required to pay any expenses which this Agreement does not expressly make Expenses payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust prior shall include, but are not limited to: Fees to the effective date of this Agreement; (b) without limiting Advisor as provided herein; Legal and audit expenses; Fees and expenses related to the generality registration and qualification of the foregoing clause (a)Trust and its shares for distribution under federal and state securities laws; Expenses of the administrative services agent, transfer agent, registrar, custodian, dividend disbursing agent and shareholder servicing agent; Any telephone charges associated with shareholder servicing or the expenses maintenance of organizing the Trust (including without limitationFunds or Trust; Salaries, legal, accounting and auditing fees and expenses incurred in connection of Trustees and executive officers of the Trust, other than Advisor Employees; Taxes and corporate fees levied against the Trust; Brokerage commissions and other expenses associated with the matters referred to in this clause (b))purchase and sale of portfolio securities for the Trust; Expenses, including interest, of initially registering borrowing money; Expenses incidental to meetings of the Trust's shareholders and the maintenance of the Trust's organizational existence; Expenses of printing stock certificates representing shares of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreementpreparing, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing printing and mailing dividendsnotices, distributionsproxy material, reports, notices reports to regulatory bodies and proxy materials reports to shareholders of the Trust; (h) brokers' commissions ; Expenses of preparing and underwriting fees; (i) the expense typesetting of periodic calculations of the net asset value of the shares prospectuses of the Trust; and (j) insurance Expenses of printing and distributing prospectuses to shareholders of the Trust; Association membership dues; Insurance premiums on fidelity, errors and omissions for fidelity and other coveragescoverage; Distribution Plan expenses, as permitted by Rule 12b-1 under the 1940 Act and as approved by the Board; and Such other legitimate Trust expenses as the Board of Trustees may from time to time determine are properly chargeable to the Trust.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any In connection with the Trust’s initial public offering of Units, the Trust will be responsible for paying the filing and all listing fees of the applicable Securities Authorities and stock exchanges, the fees and expenses payable to the Silver Custodian and the Registrar and Transfer Agent, auditing and printing expenses, taxes and governmental fees incurred the selling commissions of the Underwriters as disclosed in the Disclosure Documents. All other costs and expenses for the Trust’s initial public offering, including the costs of creating and organizing the Trust, the costs of preparing the Disclosure Documents, legal expenses, marketing expenses and other incidental expenses will be paid by the Trust prior to the effective date of this Agreement;Manager. (b) without limiting Except as otherwise provided herein and subject to the generality of the foregoing clause (a)Management Agreement, the expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees shall be responsible for all costs and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering shares on-going operation and administration of the Trust under including, but not limited to: the Securities Act of 1933fees and expenses payable to and incurred by the Trustee, as amendedthe Manager, any Investment Manager, the Silver Custodian, the Custodian, any sub-custodians, the Registrar and Transfer Agent, and of qualifying the shares for sale under state securities laws Valuation Agent; transaction and handling costs for the initial offering Silver Bullion; storage fees for the Silver Bullion; custodian settlement fees; counterparty fees; legal, audit, accounting, bookkeeping and sale record-keeping fees and expenses; costs and expenses of shares;reporting to Unitholders and conducting Unitholder meetings; printing and mailing costs; filing and listing fees payable to applicable Securities Authorities and stock exchanges; other administrative expenses and costs incurred in connection with the Trust’s continuous disclosure public filing requirements and investor relations; any applicable Canadian taxes payable by the Trust or to which the Trust may be subject including federal and provincial income taxes, goods and services tax, and withholding taxes; interest expenses and borrowing costs, if any; brokerage expenses and commissions; costs and expenses relating to the issuance of Units; costs and expenses of preparing financial and other reports; any expenses associated with the implementation and on-going operation of the Independent Review Committee; costs and expenses arising as a result of complying with all Applicable Laws; and any expenditures incurred upon the termination of the Trust. (c) The Trust will be responsible for the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of any action, suit or other proceedings in which, or in relation to which, the Trust (including an allocable portion Trustee, the Manager, the Silver Custodian, the Custodian, any sub-custodians, the Registrar and Transfer Agent, the Valuation Agent or the Underwriters and/or any of the cost of its employees rendering such services their respective officers, directors, employees, consultants or agents is entitled to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable indemnity by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coverages.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust prior to the effective date of this Agreement; (b) without limiting the generality of the foregoing clause (a), the expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering shares of the Trust under the Securities Act of 1933, as amended1933 Act, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coverages.

Expenses of the Trust. NOT PAID BY THE ADVISERAlthough the Administrator shall be responsible for --------------------- providing or arranging for a third party to provide the services set forth herein, the Administrator shall not bear the responsibility for or expenses associated with operational, accounting or administrative services on behalf of the Trust not directly related to providing an investment program for the Trust. The Adviser will not expenses to be required to pay any expenses which this Agreement does not expressly make payable borne by it. In particularthe Trust include, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreementlimitation: (a1) the charges and expenses of any registrar, stock, transfer or dividend disbursing agent, custodian, depository or other agent appointed by the Trust for the safekeeping of its cash, portfolio securities and other property; (2) except as provided in Section 4(a) hereof, general operational, administrative and accounting costs, such as the costs of calculating the Trusts net asset value, the preparation of the Trust's tax flings with relevant authorities and of compliance with any and all expensesregulatory authorities: (3) the charges and expenses of auditors and outside accountants; (4) brokerage commissions for transactions in the portfolio securities of the Trust; (5) all taxes, taxes including issuance and governmental transfer taxes, and corporate fees incurred payable by the Trust prior to the effective date of this AgreementFederal, state or other U.S. or foreign governmental agencies; (b6) without limiting the generality cost of the foregoing clause (a), the expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering stock certificates representing shares of the Trust; (7) expenses involved in registering and maintaining registrations of the Trust under and of its shares with the Securities Act and Exchange Commission and various states and other jurisdictions, if applicable; (8) all expenses of 1933shareholders' and Trustees' meetings, as amendedIncluding meetings of committees, and of qualifying the shares for sale under state securities laws for the initial offering preparing, setting in type, printing and sale of sharesmailing proxy statements, quarterly reports, semi-annual reports, annual reports and other communications to shareholders; (c9) all expenses of preparing and setting in type offering documents, and expenses of printing and mailing the same to shareholders (but not expenses of printing and mailing of offering document and literature used for any promotional purposes); (10) compensation and travel expenses of Trustees who are not "interested persons (as used in this Agreement, such term shall have persons" of the Administrator within the meaning specified in of the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d11) legalthe expense of furnishing, accountingor causing to be furnished, financial management, tax and auditing fees to each shareholder statements of account; (12) charges and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services 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, day to day legal affairs of the Trust and relations with its shareholders, issuance of Trust shares, and registration and qualification or securities under Federal, state and other laws; (e13) the fees expenses of attendance at professional meetings of organizations such as the Investment Company Institute by officers and disbursements of custodians and depositories Trustees of the Trust's assets, transfer agents, disbursing agents, plan agents and registrarsthe membership or association dues of such organizations; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g14) the cost and expense of preparing maintaining the books and mailing dividends, distributions, reports, notices and proxy materials to shareholders records of the Trust; (h) brokers' commissions and underwriting fees; (i15) the expense of periodic calculations obtaining and maintaining a fidelity bond as required by Section 17(g) of the net asset value 1940 Act and the expense of the shares of the Trustobtaining and maintaining an errors and omissions policy; (16) interest payable on Trust borrowing; (17) postage; and (j18) insurance premiums on fidelity, errors any other cost and omissions expenses Incurred by the Administrator for Trust operations and other coveragesactivities.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, It is understood that the Adviser will not be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust prior to the effective date of this Agreement; (b) without limiting the generality of the foregoing clause (a), the its expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering shares of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of the Trust other than those expressly stated to be payable by the Trust hereunder. The expenses payable by the Adviser shall include, without limitation; i) fees and expenses associated with pricing and bookkeeping; (including an allocable portion ii) legal and audit expenses; (iii) custodian, registrar and transfer agent fees and expenses; (iv) fees and expenses related to the registration and qualification of the cost Trust and the Fund's shares for distribution under state and federal securities laws; (v) expenses of its employees rendering such services printing and mailing reports and notices and proxy material to shareholders of the Funds; (vi) all other expenses incidental to holding meetings of the Trust); 's shareholders, including proxy solicitations therefor; (evii) applicable insurance premiums for fidelity and other coverage; (viii) its proportionate share of association membership dues; (ix) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; and (x) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders. Expenses payable by the Trust include (i) taxes; (ii) the fees and disbursements expenses of custodians and depositories all Trustees of the Trust's assets, transfer agents, disbursing agents, plan agents Fund who are not "interested persons" of the Fund or of the Adviser; (iii) brokerage fees and registrars; commissions; (fiv) taxes and governmental fees assessed against the Trust's assets and payable interest expenses with respect to borrowings by the Trust; Fund; and (gv) such non-recurring and extraordinary expenses as may arise, including actions, suits or proceedings to which the cost of preparing Fund is or is threatened to be a party and mailing dividends, distributions, reports, notices the legal obligation that the Fund may have to indemnify the Fund's Trustees and proxy materials officers with respect thereto. It is understood that service charges billed directly to shareholders of the Trust; (h) brokers' commissions Fund, including charges for exchanges, redemptions, or other services, shall not be payable by the Adviser, but may be received and underwriting fees; (i) retained by the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coveragesAdviser or its affiliates.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required Subject to pay any expenses which this Agreement does not expressly make payable by it. In particularArticle IV, and without limiting the generality of the foregoing but subject to the provisions of Section 35, the Adviser will not be required Trustees shall have the power and authority to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust prior to the effective date of this Agreement; (b) without limiting the generality of the foregoing clause (a), the expenses of organizing cause the Trust (including without limitationor to act on behalf of the Trust) to directly or indirectly through contractual arrangements, legalor to reimburse the Trustees from the Trust Property, accounting for their expenses and auditing disbursements, including, but not limited to, interest charges, taxes, brokerage fees and commissions; expenses incurred of pricing Trust portfolio securities; expenses of sale, addition and reduction of Shares; insurance premiums; applicable fees, interest charges and expenses of third parties, including the Trust’s investment advisers, managers, administrators, distributors, custodians, transfer agents, shareholder servicing agents and fund accountants; fees of pricing, interest, dividend, credit and other reporting services; costs of membership in connection with trade associations; telecommunications expenses; funds transmission expenses; auditing, legal and compliance expenses; costs of forming the matters referred to in this clause (b))Trust and maintaining its existence; costs of preparing and printing the prospectuses, statements of initially registering shares additional information and Shareholder reports of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and delivering them to Shareholders; expenses of Trustees who are not interested persons (as used in this Agreementmeetings of Shareholders and proxy solicitations therefor; costs of maintaining books and accounts; costs of reproduction, such term shall have the meaning specified in the 1940 Act) of the Adviser stationery and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing supplies; fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories Trustees; compensation of the Trust's assets, transfer agents, disbursing agents, plan agents ’s officers and registrars; (f) taxes employees and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost costs of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of other personnel performing services for the Trust; and 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 Trust (jor a Trustee or officer of the Trust acting as such) insurance premiums on fidelityis a party, errors and omissions for all losses and other coveragesliabilities by them incurred in administering the Trust. This Article shall not preclude the Trust from directly paying any of the aforementioned fees and expenses.

Expenses of the Trust. NOT PAID BY THE ADVISER(a) The Manager shall be responsible for compensation and related expenses of the Manager’s employees (including the officers of the Trust who are also employees of the Manager), including, without limitation, salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans of such personnel; provided, however, that the Operating Partnership (or any other Subsidiary, as provided below) shall pay or reimburse the Manager or any Affiliate of the Manager for the costs and expenses (including any employment expenses) incurred in connection with the performance by the Manager or such Affiliate of any services performed by the Manager or such Affiliate pursuant to Section 2(d) or 2(f) hereof. (b) The Trust and the Subsidiaries shall pay all of their costs and expenses and the Operating Partnership (or any other Subsidiary, as provided below) shall reimburse the Manager or its Affiliates for expenses of the Manager and its Affiliates incurred on behalf of the Trust or any Subsidiary, excepting only those expenses that are specifically the responsibility of the Manager pursuant to Section 8(a) of this Agreement. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without Without limiting the generality of the foregoing but subject to foregoing, it is specifically agreed that the provisions following costs and expenses of Section 3, the Adviser will Trust or any Subsidiary shall be paid by the Operating Partnership (or such other Subsidiary) and shall not be required to pay under this Agreementpaid by the Manager or Affiliates of the Manager: (ai) all costs and expenses associated with the formation and capital raising activities of the Trust and the Subsidiaries, if any, including, without limitation, the costs and expenses of the preparation of the Trust’s registration statements, any and all costs and expenses of the Initial Public Offering, any subsequent offerings and any filing fees and costs of being a public company, including, without limitation, filings with the SEC, the Financial Industry Regulatory Authority and the NYSE (or any other exchange or over-the-counter market), among other such entities; (ii) all costs and expenses in connection with the acquisition, origination, disposition, development, modification, protection, maintenance, financing, refinancing, hedging, administration and ownership of the Trust’s or any Subsidiary’s investment assets (including costs and expenses incurred for transactions that are not subsequently completed), including, without limitation, costs and expenses incurred in contracting with third parties, including Affiliates of the Manager, to provide such services, such as legal fees, accounting fees, consulting fees, loan servicing fees, trustee fees, appraisal fees, insurance premiums, commitment fees, brokerage fees, guaranty fees, ad valorem taxes, costs of diligence, foreclosure, maintenance, repair and improvement of property and premiums for insurance on property owned or leased by the Trust or any Subsidiary; 23 (iii) all legal, audit, accounting, consulting, underwriting, brokerage, listing, filing, custodian, transfer agent, rating agency, registration and other fees and charges, printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and stock exchange listing of the Trust’s or any Subsidiary’s equity securities or debt securities; (iv) all costs and expenses in connection with legal, accounting, due diligence (including due diligence costs for assets that are not subsequently acquired), asset management, securitization, property management, brokerage, leasing and other services that outside professionals or outside consultants perform or otherwise would perform on the Trust’s behalf and that are performed by the Manager or an Affiliate thereof, as provided in Section 2(d) or 2(f), it being understood that the Manager and its Affiliates shall allocate a portion of their personnel’s time to provide certain legal, tax and investor relations services for the direct benefit of the Trust and for which the Manager shall be reimbursed $165,000 per fiscal quarter, such amount to be reviewed annually and not preclude reimbursement for any other services performed by the Manager or an Affiliate as contemplated by this Section 8(b)(iv); (v) all expenses relating to communications to holders of equity securities or debt securities issued by the Trust or any Subsidiary and the other third party services utilized in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies (including, without limitation, the SEC), including any costs of computer services in connection with this function, the cost of printing and mailing certificates for such securities and proxy solicitation materials and reports to holders of the Trust’s or any Subsidiary’s securities and the cost of any reports to third parties required under any indenture to which the Trust or any Subsidiary is a party; (vi) all costs and expenses of money borrowed by the Trust or any Subsidiary, including, without limitation, principal, interest and the costs associated with the establishment and maintenance of any credit facilities, warehouse loans, repurchase agreements and other indebtedness of the Trust or any Subsidiary (including commitment fees, accounting fees, legal fees, closing and other costs and expenses, ); (vii) all taxes and governmental license fees applicable to the Trust or any Subsidiary, including interest and penalties thereon; (viii) all fees paid to and expenses of third-party advisors and independent contractors, consultants, managers and other agents (including real estate underwriters, brokers and special servicers) engaged by the Trust or any Subsidiary or by the Manager for the account of the Trust or any Subsidiary; (ix) all insurance costs incurred by the Trust prior or any Subsidiary, including, without limitation, any costs to obtain liability or other insurance to indemnify the effective date Manager and underwriters of this Agreementany securities of the Trust; (bx) without limiting all costs and expenses relating to the generality acquisition of, and maintenance and upgrades to, the portfolio accounting systems of the foregoing clause Trust or any Subsidiary; (axi) all compensation and fees paid to trustees or directors of the Trust or any Subsidiary (excluding those trustees or directors who are also officers or employees of the Manager), all expenses of trustees or directors of the Trust or any Subsidiary (including those trustees or directors who are also employees of the Manager), the expenses cost of organizing trustees and officers liability insurance and premiums for errors and omissions insurance, and any other insurance deemed necessary or advisable by the Board of Trustees for the benefit of the Trust and its trustees and officers (including without limitation, those trustees who are also employees of the Manager); (xii) all third-party legal, accounting and auditing fees and expenses and other similar services relating to the Trust’s or any Subsidiary’s operations (including, without limitation, all quarterly and annual audit or tax fees and expenses); (xiii) all third-party legal, expert and other fees and expenses relating to any actions, proceedings, lawsuits, demands, causes of action and claims, whether actual or threatened, made by or against the Trust or any Subsidiary, or which the Trust or any Subsidiary is authorized or obligated to pay under applicable law or its Governing Instruments or by the Board of Trustees; (xiv) subject to Section 9 below, any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Trust or any Subsidiary, or against any trustee, director or officer of the Trust or any Subsidiary in his capacity as such for which the Trust or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings; (xv) all travel and related expenses of trustees, directors, officers and employees of the Trust or any Subsidiary and the Manager, incurred in connection with attending meetings of the Board of Trustees or holders of securities of the Trust or any Subsidiary or performing other business activities that relate to the Trust or any Subsidiary, including, without limitations, travel and expenses incurred in connection with the matters referred to in this clause (b))purchase, consideration for purchase, financing, refinancing, sale or other disposition of initially registering shares any investment or potential investment of the Trust under or any Subsidiary; provided, however, that the Securities Act of 1933Operating Partnership (or any other Subsidiary, as amendedprovided below) shall only be responsible for a proportionate share of such expenses, as determined by the Manager in good faith, where such expenses were not incurred solely for the benefit of the Trust or any Subsidiary; (xvi) all expenses of organizing, modifying or dissolving the Trust or any Subsidiary and costs preparatory to entering into a business or activity, or of winding up or disposing of a business activity of the Trust or any Subsidiary, if any; (xvii) all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board of Trustees to or on account of holders of the securities of the Trust or any Subsidiary, including, without limitation, in connection with any dividend reinvestment plan; (xviii) all costs and expenses related to the design and maintenance of the Trust’s website or sites and associated with any computer software, hardware, electronic equipment or purchased information technology services from third party vendors that is used primarily for the Trust or any Subsidiary; (xix) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses; provided, however, that the Operating Partnership (or any other Subsidiary, as provided below) shall only be responsible for a proportionate share of qualifying such expenses, as determined by the shares for sale under state securities laws Manager in good faith, where such expenses were not incurred solely for the initial offering benefit of the Trust or any Subsidiary; (xx) the costs and sale expenses incurred with respect to administering the Trust’s incentive plans; (xxi) the costs and expenses of sharesmaintaining compliance with all U.S. federal, state, local and applicable regulatory body rules and regulations; provided, however, that the Operating Partnership (or any other Subsidiary, as provided below) shall only be responsible for a proportionate share of such costs and expenses, as determined by the Manager in good faith, where such costs and expenses were not incurred solely for the benefit of the Trust or any Subsidiary; (xxii) expenses relating to any office or office facilities, including disaster backup recovery sites and facilities, maintained for the Trust or any Subsidiary separate from the offices of the Manager; (xxiii) all other expenses of the Trust or any Subsidiary relating to the business and investment operations of the Trust and the Subsidiaries, including, without limitation, the costs and expenses of acquiring, originating, owning, protecting, maintaining, financing, refinancing, developing, modifying and disposing of investments that are not the responsibility of the Manager under Section 9(a) of this Agreement; and (xxiv) all other expenses actually incurred by the Manager or its Affiliates or their respective managers, officers, trustees, directors, employees, members, representatives or agents, or any Affiliates thereof, that are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. In addition, the Operating Partnership (or any other Subsidiary, as provided below) will be required to pay the Trust’s and the Subsidiaries’ pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its Affiliates required for the Trust’s and the Subsidiaries’ operations. These expenses will be allocated between the Manager, on the one hand, and the Operating Partnership (or such other Subsidiary), on the other hand, based on the ratio of the Trust’s and the Subsidiaries’ proportion of gross assets compared to all remaining gross assets managed or owned by the Manager and/or its Affiliates as calculated at each fiscal quarter end. The Manager, the Trust and the Operating Partnership will modify this allocation methodology, subject to the Board of Trustees’ approval, if the allocation becomes inequitable. Notwithstanding the foregoing or any other provision contained in this Agreement, in the event that any of the services provided hereunder by the Manager are rendered to or for the benefit of any Subsidiary other than the Operating Partnership, then, in the sole discretion of the Operating Partnership, a portion of the expense reimbursements to the Manager and/or its Affiliates hereunder, as determined by the Operating Partnership, shall be payable by such Subsidiary. (c) the compensation Costs and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have incurred by the meaning specified in the 1940 Act) Manager or an Affiliate thereof on behalf of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by Trust or any Subsidiary shall be reimbursed quarterly to the Trust other than through Manager. The Manager shall prepare a written statement in reasonable detail documenting the Adviser; (d) legal, accounting, financial management, tax and auditing fees costs and expenses of the Trust (including an allocable portion and the Subsidiaries and those incurred by the Manager on behalf of the cost of its employees rendering Trust or any Subsidiary during each fiscal quarter, and shall deliver such services written statement to the Trust);Trust within 30 days after the end of each fiscal quarter. The Operating Partnership (or any other Subsidiary, as provided in the immediately preceding paragraph) shall pay all amounts payable to the Manager pursuant to this Section 8 within five (5) Business Days after the date of delivery of such written statement without demand, deduction, offset or delay. Cost and expense reimbursement to the Manager shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Trust and the Subsidiaries. The provisions of this Section 8 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection with such expiration or termination. 27 (ed) Notwithstanding the fees and disbursements foregoing, the Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coveragesreimbursement for similar expenses in future periods.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not Except as may be required agreed to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred otherwise by the Trust prior and the Adviser from time to time, the effective date of this AgreementTrust will pay all its expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without limitation: A. fees payable for administrative services; (b) without limiting B. fees payable for accounting services; C. the generality cost of obtaining quotations for calculating the value of the foregoing clause (a)assets of each Fund; D. interest and taxes; E. brokerage commissions, the expenses of organizing the Trust (including without limitation, legal, accounting dealer spreads and auditing fees and expenses incurred other costs in connection with the matters referred to in this clause (b)), of initially registering shares of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and purchase or sale of sharessecurities; (c) the F. compensation and expenses of its Trustees other than those who are not “interested persons (as used in this Agreement, such term shall have persons” of the Trust within the meaning specified in of the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax G. legal and auditing audit expenses; H. fees and expenses related to the registration and qualification of the Trust (including an allocable portion of the cost of and its employees rendering such services to the Trust)shares for distribution under state and federal securities laws; (e) the fees and disbursements I. expenses of custodians and depositories of the Trust's assetstypesetting, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing printing and mailing dividends, distributions, reports, notices and proxy materials material to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares J. all other expenses incidental to holding meetings of the Trust; and’s shareholders, including proxy solicitations therefor; (j) insurance K. premiums on fidelity, errors and omissions for fidelity bond and other coveragesinsurance coverage; L. the Trust’s association membership dues; M. expenses of typesetting for printing Prospectuses; N. expenses of printing and distributing Prospectuses to existing shareholders; O. out-of-pocket expenses incurred in connection with the provision of custodial and transfer agency services; P. service fees payable by each Fund to the distributor for providing personal services to the shareholders of each Fund and for maintaining shareholder accounts for those shareholders; Q. distribution fees; and R. such non-recurring expenses as may arise, including costs arising from threatened legal actions, suits and proceedings to which the Trust is a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any In connection with the Trust’s initial public offering of Units, the Trust will be responsible for paying the filing and all listing fees of the applicable Securities Authorities and stock exchanges, the fees and expenses payable to the Registrar and Transfer Agent, auditing and printing expenses, taxes and governmental fees incurred the selling commissions of the Underwriters as disclosed in the Disclosure Documents. All other costs and expenses for the Trust’s initial public offering, including the costs of creating and organizing the Trust, the costs of preparing the Disclosure Documents, legal expenses, marketing expenses and other incidental expenses will be paid by the Trust prior to the effective date of this Agreement;Manager. (b) without limiting Except as otherwise provided herein and subject to the generality of the foregoing clause (a)Management Agreement, the expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees shall be responsible for all costs and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering shares on-going operation and administration of the Trust under including, but not limited to: the Securities Act of 1933fees and expenses payable to and incurred by the Trustee, as amendedthe Manager, any Investment Manager, the Silver Custodian, the Custodian, any sub-custodians, the Registrar and Transfer Agent, and of qualifying the shares for sale under state securities laws Valuation Agent; transaction and handling costs for the initial offering Silver Bullion; storage fees for the Silver Bullion; custodian settlement fees; counterparty fees; legal, audit, accounting, bookkeeping and sale record-keeping fees and expenses; costs and expenses of shares;reporting to Unitholders and conducting Unitholder meetings; printing and mailing costs; filing and listing fees payable to applicable Securities Authorities and stock exchanges; other administrative expenses and costs incurred in connection with the Trust’s continuous disclosure public filing requirements and investor relations; any applicable Canadian taxes payable by the Trust or to which the Trust may be subject including federal and provincial income taxes, goods and services tax, and withholding taxes; interest expenses and borrowing costs, if any; brokerage expenses and commissions; costs and expenses relating to the issuance of Units; costs and expenses of preparing financial and other reports; any expenses associated with the implementation and on-going operation of the Independent Review Committee; costs and expenses arising as a result of complying with all Applicable Laws; and any expenditures incurred upon the termination of the Trust. (c) The Trust will be responsible for the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of any action, suit or other proceedings in which, or in relation to which, the Trust (including an allocable portion Trustee, the Manager, the Silver Custodian, the Custodian, any sub-custodians, the Registrar and Transfer Agent, the Valuation Agent or the Underwriters and/or any of the cost of its employees rendering such services their respective officers, directors, employees, consultants or agents is entitled to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable indemnity by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coverages.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any In connection with the Trust’s initial public offering of Units, the Trust will be responsible for paying the filing and all listing fees of the applicable Securities Authorities and stock exchanges, the fees and expenses payable to the Registrar and Transfer Agent, and the selling commissions of the Underwriters as disclosed in the Disclosure Documents the costs of creating and organizing the Trust, the costs of printing and preparing the Disclosure Documents, legal expenses, taxes marketing and governmental fees advertising expenses, other reasonable out-of-pocket expenses incurred by the Trust prior to Underwriters other than the effective date of this Agreement;Underwriters’ legal expenses, and all other incidental expenses. (b) without limiting Except as otherwise provided herein and subject to the generality of the foregoing clause (a)Management Agreement, the expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees shall be responsible for all costs and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering shares on-going operation and administration of the Trust under including, but not limited to: the Securities Act of 1933fees and expenses payable to and incurred by the Trustee, as amendedthe Manager, any Investment Manager, the Gold Custodian, the Custodian, any sub- custodians, the Registrar and Transfer Agent, and of qualifying the shares for sale under state securities laws Valuation Agent; acquisition, transaction and handling costs for the initial offering Gold Coins (other than the Gold Coin Redemption Expenses); storage fees for the Gold Coins; custodian settlement fees; counterparty fees; legal, audit, accounting, bookkeeping and sale record-keeping fees and expenses; costs and expenses of shares;reporting to Unitholders and conducting Unitholder meetings; printing and mailing costs; filing and listing fees payable to applicable Securities Authorities and stock exchanges; other administrative expenses and costs incurred in connection with the Trust’s continuous disclosure public filing requirements and investor relations; any applicable taxes payable by the Trust or to which the Trust may be subject including federal and provincial income taxes, harmonized sales tax, goods and services tax, and withholding taxes; interest expenses and borrowing costs, if any; brokerage expenses and commissions; costs and expenses relating to the issuance of Units; costs and expenses of preparing financial and other reports; any expenses associated with the implementation and on-going operation of the Independent Review Committee; costs and expenses arising as a result of complying with all Applicable Laws; and any expenditures incurred upon the termination of the Trust. The Manager agrees that, if the expenses of the Trust, including the Management Fee, at the end of any month exceed an amount equal to 1/12 of 0.65% of the Net Asset Value of the Trust (the “Expense Cap”), then the expenses in excess of the Expense Cap (the “Excess Expenses”) shall reduce the Management Fee payable to the Manager for such month by the amount of such Excess Expenses up to the gross amount of the Management Fee earned by the Manager from the Trust for such month. In the event that such Excess Expenses exceed the amount of the Management Fee payable in an applicable month (the amount by which the Excess Expenses exceed the Management Fee is referred to as the “Remaining Excess Expenses”), the Management Fee payable in subsequent months will be offset by the Remaining Excess Expenses until such Remaining Excess Expenses have been offset in full, provided that (i) the Management Fee may only be reduced in such manner for two months after the applicable month that resulted in Excess Expenses and will not be carried over into future months, and (ii) to the extent that the expenses of the Trust, including the Management Fee, at the end of any month are less than the Expense Cap prior to taking into account the application of any Remaining Excess Expenses, the amount of the Remaining Excess Expenses shall be reduced by the difference between the Expense Cap and the actual expenses for such month, resulting in the Management Fee not being reduced by the amount of such difference. In calculating the expenses of the Trust for purposes of the expense cap, the following will be excluded: any applicable taxes payable by the Trust or to which the Trust may be subject; any unrealized or realized gains or losses of the Trust; and any expenses not in the ordinary course of business, including without limitation, any litigation costs (including legal fees) or indemnification amounts. (c) The Trust will be responsible for the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of any action, suit or other proceedings in which, or in relation to which, the Trust (including an allocable portion Trustee, the Manager, the Gold Custodian, the Custodian, any sub-custodians, the Registrar and Transfer Agent, the Valuation Agent or the Underwriters and/or any of the cost of its employees rendering such services their respective officers, directors, employees, consultants or agents is entitled to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable indemnity by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coverages.

Expenses of the Trust. NOT PAID BY THE ADVISERor the Funds Not Paid by You. The Adviser You will not be required to pay any expenses which this Agreement Contract does not expressly make payable by ityou. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser you will not be required to pay under this Agreementpay: (a) any and all expenses, taxes and governmental fees incurred by the Trust or any Fund prior to the effective date of this Agreementthe first registration statement of the Trust under the Securities Act of 1933, as amended; (b) without limiting the generality of the foregoing clause (a), the expenses of organizing the Trust and the Funds (including without limitation, limitation legal, accounting and auditing fees and expenses incurred in connection with the matters referred to in this clause (b)), of registering the Trust under the Investment Company Act of 1940, as amended, and of initially registering the shares of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of the shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this AgreementContract, such term shall have the meaning specified in the 1940 ActInvestment Company Act of 1940, as amended) of the Adviser you, and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust or the Funds other than through the Adviseryou; (d) legal, accounting, financial management, tax accounting and auditing fees and expenses of the Trust (including an allocable portion of or the cost of its employees rendering such services to the Trust)Funds; (e) the fees and or disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials material to shareholders of the Trustany Fund; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; andFunds; (j) insurance premiums on fidelitywith respect to each Fund, errors the compensation, in the form of salary, fringe benefits and omissions incentive compensation of the Fund's Chairman of the Board and other coveragesPresident, the Fund's Secretary and the Fund's Compliance Officer who provide administrative and compliance services to the Fund, the amount of such compensation to be paid by the Fund to be determined from time to time by the Trustees who are not interested persons, provided that such compensation paid by the Fund will not exceed in any fiscal year 0.03 percent of the average daily net asset value of the Fund during the year. Any such compensation to be paid by a Fund will be accrued daily and, if paid by reimbursement of Xxxx Xxxxxxx Advisers, Inc., will be paid quarterly or, if paid directly, will be paid from time to time at intervals to be agreed upon by the Fund and affected officers.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject Subject to the provisions of Article II, Section 32.08 hereof, the Adviser will not Trustees shall be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by reimbursed from the Trust prior estate or the assets belonging to the effective date of this Agreement; (b) without limiting the generality of the foregoing clause (a)appropriate Series for their expenses and disbursements, the expenses of organizing the Trust (including including, without limitation, legalinterest charges, accounting and auditing taxes, brokerage fees and commissions; expenses incurred in connection with the matters referred to in this clause (b))of issue, of initially registering shares of the Trust under the Securities Act of 1933, as amended, repurchase and of qualifying the shares for sale under state securities laws for the initial offering and sale redemption of shares; (c) the compensation ; certain insurance premiums; applicable fees, interest charges and expenses of Trustees who are not interested persons (as used in this Agreementthird parties, such term shall have including the meaning specified in the 1940 Act) of the Adviser and of independent Trust’s investment advisers, independent contractorsmanagers, consultantsadministrators, managers distributors, custodian, transfer agent and fund accountant; fees of pricing, interest, dividend, credit and other unaffiliated agents employed by reporting services; costs of membership in trade associations; telecommunications expenses; funds transmission expenses; auditing, legal and compliance expenses; costs of forming the Trust other than through and maintaining corporate existence; costs of preparing and printing the Adviser; (d) legalTrust’s prospectuses, accountingstatements of additional information and shareholder reports and delivering them to existing shareholders; expenses of meetings of shareholders and proxy solicitations therefore; costs of maintaining books and accounts; costs of reproduction, financial management, tax stationery and auditing supplies; fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories ’s trustees; compensation of the Trust's assets, transfer agents, disbursing agents, plan agents ’s officers and registrars; (f) taxes employees and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost costs of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of other personnel performing services for the Trust; and costs of Trustee meetings; Securities and Exchange Commission registration fees and related expenses; state or foreign securities laws registration fees and related expenses and for such non-recurring items as may arise, including litigation to which the Trust (jor a Trustee acting as such) insurance premiums is a party, and for all losses and liabilities by them incurred in administering the Trust, and for the payment of such expenses, disbursements, losses and liabilities the Trustees shall have a lien on fidelitythe assets belonging to the appropriate Series, errors or in the case of an expense allocable to more than one Series, on the assets of each such Series, prior to any rights or interests of the Shareholders thereto. This section shall not preclude the Trust from directly paying any of the aforementioned fees and omissions expenses. Notwithstanding anything to the contrary, the Trust and other coverageseach Series will not commence operations or publicly sell Shares unless and until the Trust has entered into a contract with Cxxxxx & Company, Inc. whereby Cxxxxx & Company, Inc. has agreed to pay for or reimburse the Trust for all expenses of the Trust and Series except taxes to which the Trust or a Series may be liable and brokerage expenses.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required Trustees are authorized to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality or cause to be paid out of the foregoing but subject to principal or income of the provisions Trust, or partly out of Section 3principal and partly out of income, the Adviser will not be required to pay under this Agreement: (a) any and as they deem fair, all expenses, fees, charges, taxes and governmental fees liabilities incurred by the Trust prior to the effective date of this Agreement; (b) without limiting the generality of the foregoing clause (a), the expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees and expenses incurred or arising in connection with the matters referred to Trust, or in this clause (b))connection with the management thereof, including, without limitation, interest charges, taxes, brokerage fees and commissions; expenses of initially registering shares issue, repurchase and redemption of the Trust under the Securities Act of 1933Shares; certain insurance premiums; applicable fees, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation interest charges and expenses of Trustees who are not interested persons (as used in this Agreementthird parties, such term shall have including the meaning specified in the 1940 Act) of the Adviser and of independent Trust's investment advisers, independent contractorsmanagers, consultantsadministrators, managers distributors, custodians, transfer agent and fund accountant; fees of pricing, interest, dividend, credit and other unaffiliated agents employed by reporting services; costs of membership in trade associations; telecommunications expenses; funds transmission expenses; auditing, legal and compliance expenses; costs of forming the Trust other than through and maintaining its existence; costs of preparing and printing the Adviser; (d) legalTrust's prospectuses, accountingstatements of additional information and shareholder reports and delivering them to existing Shareholders; expenses of meetings of Shareholders and proxy solicitations therefor; costs of maintaining books and accounts; costs of reproduction, financial management, tax stationery and auditing supplies; fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories Trustees; compensation of the Trust's assets, transfer agents, disbursing agents, plan agents officers and registrars; (f) taxes employees and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost costs of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of other personnel performing services for the Trust; and costs of Trustee meetings; Commission registration fees and related expenses; state or foreign securities laws registration fees and related expenses and for such non-recurring items as may arise, including litigation to which the Trust (jor a Trustee acting as such) insurance premiums on fidelityis a party, errors and omissions for all losses and liabilities by them incurred in administering the Trust, and such other coverages.expenses and charges as the Trustees may deem necessary or proper to incur, which expenses, fees, charges, taxes and liabilities shall be allocated in accordance with Article II, Section

Expenses of the Trust. NOT PAID BY THE ADVISER(a) The Trust shall pay all of its expenses. The Adviser will Without limiting the foregoing, it is specifically agreed that the following expenses of the Trust shall be paid by the Trust and shall not be required to pay any expenses which this Agreement does not expressly make payable paid by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this AgreementAdvisor: (ai) any and all expenses, taxes and governmental fees incurred the cost of money borrowed by the Trust prior to the effective date of this AgreementTrust; (bii) without limiting taxes on income and taxes and assessments on real property and all other taxes applicable to the generality Trust; (iii) fees and expenses paid to independent contractors, mortgage servicers, consultants, managers and other agents employed by or on behalf of the foregoing clause Trust; (aiv) expenses directly connected with the acquisition, ownership, and disposition of investments, or other property and with the purchase of Mortgages (including the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair and improvement of property); (v) expenses of maintaining and managing real estate equity interests, processing and servicing mortgage and other loans and managing the Trust's other investments; (vi) insurance coverage in connection with the business of the Trust (including, to the extent permitted under the Declaration of Trust, officers' and Trustees' liability insurance); (vii) the expenses of organizing revising, amending, converting, modifying or terminating the Trust or revising, amending or modifying its organizational documents; (viii) expenses connected with payments of Dividends or interests or distributions in cash or any other form made or caused to be made by the Trustees to Shareholders; (ix) all expenses connected with communications to Shareholders and other bookkeeping and clerical work necessary in maintaining relations with the Shareholders, including without limitationthe cost of printing and mailing share certificates, proxy solicitation materials and reports to Shareholders; (x) the cost of any accounting, statistical or bookkeeping equipment necessary for the maintenance of the books and records of the Trust; (xi) transfer agent's and registrar's fees and charges; and (xii) other legal, accounting and auditing fees and expenses as well as any costs incurred in connection with any other litigation in which the Trust is involved and in the examination, investigation or other proceedings conducted by any regulatory agency with respect to the Trust. (b) The Trust shall reimburse the Advisor and its Affiliates for: (i) the actual costs to the Advisor or its Affiliates of goods, materials and services used for and by the Trust obtained from unaffiliated parties; (ii) administrative services necessary to the operation of the Trust; (iii) the cost of certain personnel employed by the Trust and directly involved in the organization and business of the Trust including persons who may be employees or officers of the Advisor and its Affiliates; and (iv) for legal, accounting, transfer agent, data processing, duplicating and investor communications services performed by employees or officers of the Advisor and its Affiliates which could be performed directly for the Trust by independent parties. The amounts charged to the Trust for services performed pursuant to clause (ii) above will not exceed the lesser of: (a) the actual cost of such services; or (b) the amount which the Trust would be required to pay to independent parties for comparable services. No reimbursement will be allowed to the Advisor or its Affiliates for services performed pursuant to clause (ii) above unless the Advisor or its Affiliates have the appropriate experience and expertise to perform such services. (c) The Trust will reimburse the Advisor for any travel expenses incurred in connection with the matters referred to services provided hereunder and for advertising expenses incurred by it in this clause (b)), seeking any investments or seeking the disposition of initially registering shares of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable any investments held by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coverages.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser Trust agrees that it will not pay all its expenses other than those expressly stated to be required to pay any expenses which this Agreement does not expressly make payable by it. In particularXxxxxx Square hereunder, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred which expenses payable by the Trust prior shall include, without limitation: a. Fees payable for investment advisory services provided by the Trust's investment adviser; b. Fees payable for services provided by the Trust's independent public accountants; c. Fees payable for accounting services; d. Fees payable for transfer agency services; e. Fees payable for custodial services; f. The cost of obtaining quotations for calculating the value of the assets of each Fund; g. Taxes levied against the Trust or any Fund; h. Brokerage fees, xxxx-ups and commissions in connection with the purchase and sale of portfolio securities; i. Costs, including the interest expense, of borrowing money; j. Costs and/or fees incident to holding meetings of the Trustees and/or shareholders, preparation (including typesetting, printing and XXXXX filing charges) and mailing of prospectuses, reports and proxy materials to the effective date of this Agreement; (b) without limiting the generality existing shareholders of the foregoing clause (a)Trust, filing of reports with regulatory bodies, maintenance of the expenses Trust's corporate existence, and registration, qualification or notification of organizing the Trust (including without limitation, legal, accounting shares with federal and auditing state securities authorities; k. Legal fees and expenses; l. Costs of printing share certificates representing shares of the Trust; m. Fees payable to, and expenses of, members of the Trustees who are not "interested persons" of the Trust; n. Out-of-pocket expenses incurred in connection with the matters referred to in this clause (b))provision of administration, accounting, custodial and transfer agency services; o. Premiums payable on the fidelity bond required by Section 17(g) of initially registering shares of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser , and of independent advisers, independent contractors, consultants, managers and any other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services premiums payable on insurance policies related to the Trust); (e) 's business and the fees investment activities of its Funds; p. Rule 12b-1 fees, if any; q. Shareholder service fees, if any; r. Fees, voluntary assessments and disbursements of custodians and depositories of other expenses incurred in connection with the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trustmembership in investment company organizations; and s. Such non-recurring expenses as may arise, including actions, suits or proceedings to which the Trust is a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto. Except as otherwise agreed by Xxxxxx Square, Xxxxxx Square will not reimburse the Trust for (jor have deducted from its fees payable under this Agreement) insurance premiums on fidelity, errors and omissions and other coveragesany expenses in excess of any expense limitations imposed by state securities commissions having jurisdiction over the sale of Fund shares.

Expenses of the Trust. NOT PAID BY THE ADVISERAlthough the Administrator shall be responsible for providing or arranging for a third party to provide the services set forth herein, the Administrator shall not bear the responsibility for or expenses associated with operational, accounting or administrative services on behalf of the Trust not expressly assumed by the Administrator hereunder or pursuant to another agreement with the Trust. The Adviser will not expenses to be required to pay any expenses which this Agreement does not expressly make payable borne by it. In particularthe Trust include, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreementlimitation: (a1) the charges and expenses of any registrar, stock, transfer or dividend disbursing agent, custodian, depository or other agent appointed by the Trust for the safekeeping of its cash, portfolio securities and other property; (2) except as provided in Section 4(a) hereof, general operational, administrative and accounting costs, such as the costs of calculating the Trust’s net asset value, the preparation of the Trust’s tax filings with relevant authorities and of compliance with any and all expensesregulatory authorities; (3) the charges and expenses of auditors and outside accountants; (4) brokerage commissions for transactions in the portfolio securities of the Trust; (5) all taxes, taxes including issuance and governmental transfer taxes, and corporate fees incurred payable by the Trust prior to the effective date of this AgreementFederal, state or other U.S. or foreign governmental agencies; (b6) without limiting the generality cost of the foregoing clause (a), the expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering stock certificates representing shares of the Trust; (7) expenses involved in registering and maintaining registrations of the Trust under and of its shares with the Securities Act SEC and various states and other jurisdictions, if applicable; (8) all expenses of 1933shareholders’ and Trustees’ meetings, as amendedincluding meetings of committees, and of qualifying the shares for sale under state securities laws for the initial offering preparing, setting in type, printing and sale of sharesmailing proxy statements, quarterly reports, semi-annual reports, annual reports and other communications to shareholders; (c9) all expenses of preparing and setting in type offering documents, and expenses of printing and mailing the same to shareholders (but not expenses of printing and mailing of offering documents and literature used for any promotional purposes); (10) compensation and travel expenses of Trustees who are not “interested persons (as used in this Agreement, such term shall have persons” of the Administrator within the meaning specified in of the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d11) legalthe expense of furnishing, accountingor causing to be furnished, financial managementto each shareholder, tax and auditing fees statements of account; (12) charges and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services 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, day to day legal affairs of the Trust and relations with its shareholders, issuance of Trust shares, and registration and qualification of securities under Federal, state and other laws; (e13) the fees expenses of attendance at professional meetings of organizations such as the Investment Company Institute by officers and disbursements of custodians and depositories Trustees of the Trust's assets, transfer agents, disbursing agents, plan agents and registrarsthe membership or association dues of such organizations; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g14) the cost and expense of preparing maintaining the books and mailing dividends, distributions, reports, notices and proxy materials to shareholders records of the Trust; (h) brokers' commissions and underwriting fees; (i15) the expense of periodic calculations obtaining and maintaining a fidelity bond as required by Section 17(g) of the net asset value 1940 Act and the expense of the shares of the Trustobtaining and maintaining an errors and omissions policy; (16) interest payable on Trust borrowings; (17) postage; and (j18) insurance premiums on fidelity, errors any other cost and omissions expenses incurred by the Administrator for Trust operations and other coveragesactivities.

Expenses of the Trust. NOT PAID BY THE ADVISER. The It is understood that the Trust will pay all its expenses other than those expressly assumed by the Adviser will not be required to pay any herein, which expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this AgreementTrust shall include: (a) any and Expenses of all expenses, taxes and governmental fees incurred audits by the Trust prior to the effective date of this Agreementindependent public accountants; (b) without limiting the generality Expenses of the foregoing clause (a)transfer agent, the expenses of organizing the Trust (including without limitationregistrar, legal, accounting and auditing fees and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering shares of the Trust under the Securities Act of 1933, as amendeddividend disbursing agent, and of qualifying the shares for sale under state securities laws for the initial offering and sale of sharesshareholder recordkeeping services; (c) Expenses of custodial services including recordkeeping services provided by the Custodian; (d) Expenses of obtaining quotations for calculating the value of the Trust’s net assets; (e) Expenses of maintaining each Fund’s tax records; (f) Salaries and other compensation of any of the Trust’s executive officers and expenses of Trustees employees, if any, who are not interested persons (as used in this Agreementofficers, such term shall have the meaning specified in the 1940 Act) directors, stockholders, or employees of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of Taxes levied against the Trust; (h) brokers' Brokerage fees and commissions in connection with the purchase and underwriting feessale of portfolio securities for the Trust; (i) Costs, including the expense interest expense, of periodic calculations borrowing money; (j) Costs and/or fees incident to meetings of the net asset value Trust, the preparation and mailings of prospectuses and reports of the Trust to its shareholders, the filing of reports with regulatory bodies, the maintenance of the Trust’s existence, and the registration of shares with federal and state securities authorities; (k) Legal fees, including the legal fees related to the registration and continued qualification of the Trust shares for sale; (l) Costs of printing stock certificates representing shares of the Trust; (m) Trustees’ fees and expenses to trustees who are not officers, employees, or stockholders of the Adviser or any of its affiliates; (n) The Trust’s pro rata portion of the fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums; (o) Association membership dues; and (jp) insurance premiums on fidelityExtraordinary expenses as may arise including expenses incurred in connection with litigation, errors proceedings, other claims, and omissions the legal obligations of the Trust to indemnify its Trustees, officers, employees, shareholders, distributors, and other coveragesagents with respect thereto.

Expenses of the Trust. NOT PAID BY THE ADVISER. (a) The Adviser will not be required Sub-Manager xxxxxx agrees to pay any assume the following expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this AgreementTrust: (ai) expenses of custodial services including recordkeeping services provided by the custodians; (ii) expenses of fund accounting services, including expenses of obtaining quotations for calculating the value of the Trust’s net assets, except as provided in Section 3(b)(vii) below; (iii) compensation of all officers and employees of the Trust who are officers or employees of the Sub-Manager or its affiliated companies. (b) The Manager and the Trust agree that the Trust will pay all its own expenses other than those expressly assumed by the Sub-Manager herein or as otherwise assumed in writing by the Manager, including but not limited to: (i) expenses of audits by independent public accountants; (ii) expenses of maintaining each Fund’s tax records; (iii) taxes levied against the Trust; (iv) salaries and other compensation of the Trust’s officers and employees who are not officers or employees of the Sub-Manager; (v) brokerage fees and commissions in connection with the purchase and sale of portfolio securities, instruments or currency for the Trust; (vi) costs, including the interest expense, of borrowing money; (vii) costs of vendors other than those engaged by the custodian to provide fair value recommendations with respect to individual Fund holdings; (viii) costs and/or fees for (1) meetings of the Board; (2) the registration of shares with federal and state securities authorities, including the preparation of the Trust’s registration statements, any web-based or software tool used in such preparation, and all expensesregistration fees; (3) expense management and/or financial statement preparation/typesetting software; (4) third-party vendors engaged to assist with compliance with the 1940 Act and the rules thereunder (e.g., taxes for liquidity bucketing under Rule 22e-4); (5) the printing and governmental mailing of prospectuses and reports of the Trust to its shareholders; (6) the preparation and filing of reports with regulatory bodies, including the cost of vendors and/or software tools utilized in connection with such reporting; (7) the maintenance of the Trust’s existence; (8) third-party vendors engaged to assist with proxy voting administration, class action or other securities litigation administration, and to provide peer comparisons for the Board’s contract renewal process; (9) electronic portals for Board materials; and (10) index licensing. (ix) legal fees, including the legal fees related to the registration and continued qualification of the shares of the Trust for sale, and legal fees incurred in connection with consultations by the Trust prior Sub-Manager or the CCO with counsel to the effective date Trust as necessary or appropriate for the provision of services under this Agreement; (bx) without limiting the generality trustees’ fees and expenses of trustees who are not officers or employees of the foregoing clause Manager or its affiliates; (a)xi) the cost of the Trust’s D&O / E&O insurance policy premiums; (xii) the cost of the Trust’s fidelity bond required by Section 17(g) of the 1940 Act; (xiii) association membership dues; (xiv) the cost to provide administrative or compliance services as requested by the Manager or the Board that are outside the scope of services contemplated by this Agreement; and (xv) extraordinary expenses as may arise, the expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees and expenses incurred in connection with litigation, proceedings, other claims, and the matters referred to in this clause (b)), of initially registering shares legal obligations of the Trust under the Securities Act of 1933to indemnify its Trustees, as amendedofficers, employees, shareholders, distributors, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coverageswith respect thereto.

Expenses of the Trust. NOT PAID BY THE ADVISERAlthough the Administrator shall be responsible for providing or arranging for a third party to provide the services set forth herein, the Administrator shall not bear the responsibility for or expenses associated with operational, accounting or administrative services on behalf of the Trust not directly related to providing an investment program for the Trust. The Adviser will not expenses to be required to pay any expenses which this Agreement does not expressly make payable borne by it. In particularthe Trust include, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreementlimitation: (a1) the charges and expenses of any registrar, stock, transfer or dividend disbursing agent, custodian, depository or other agent appointed by the Trust for the safekeeping of its cash, portfolio securities and other property; (2) except as provided in Section 4(a) hereof, general operational, administrative and accounting costs, such as the costs of calculating the Trust's net asset value, the preparation of the Trust's tax firings with relevant authorities and of compliance with any and all expensesregulatory authorities, (3) the charges and expenses of auditors and outside accountants; (4) brokerage commissions for transactions in the portfolio securities of the Trust; (5) all taxes, taxes including issuance and governmental transfer taxes, and corporate fees incurred payable by the Trust prior to the effective date of this AgreementFederal, state or other U.S. or foreign governmental agencies; (b6) without limiting the generality cost of the foregoing clause (a), the expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering stock certificates representing shares of the Trust; (7) expenses involved in registering and maintaining registrations of the Trust under and of its shares with the Securities Act and Exchange Commission and various states and other jurisdictions, if applicable; (8) all expenses of 1933shareholders' and Trustees' meetings, as amendedincluding meetings of committees, and of qualifying the shares for sale under state securities laws for the initial offering preparing, setting in type, printing and sale of sharesmailing proxy statements, quarterly reports, semi-annual reports, annual reports and other communications to shareholders; (c9) all expenses of preparing and setting in type offering documents, and expenses of printing and mailing the same to shareholders (but not expenses of printing and mailing of offering documents and literature used for any promotional purposes); (10) compensation and travel expenses of Trustees who are not "interested persons (as used in this Agreement, such term shall have persons" of the Administrator within the meaning specified in of the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d11) legalthe expense of furnishing, accountingor causing to be furnished, financial managementto each shareholder, tax and auditing fees statements of account; (12) charges and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services 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, day to day legal affairs of the Trust and relations with its shareholders, issuance of Trust shares, and registration and qualification of securities under Federal, state and other laws; (e13) the fees expenses of attendance at professional meetings of organizations such as the Investment Company Institute by officers and disbursements of custodians and depositories Trustees of the Trust's assets, transfer agents, disbursing agents, plan agents and registrarsthe membership or association dues of such organizations; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g14) the cost and expense of preparing maintaining the books and mailing dividends, distributions, reports, notices and proxy materials to shareholders records of the Trust; (h) brokers' commissions and underwriting fees; (i15) the expense of periodic calculations obtaining and maintaining a fidelity bond as required by Section 17(g) of the net asset value 1940 Act and the expense of the shares of the Trustobtaining and maintaining an errors and omissions policy; (16) interest payable on Trust borrowing; (17) postage; and (j18) insurance premiums on fidelity, errors any other cost and omissions expenses incurred by the Administrator for Trust operations and other coveragesactivities.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any In connection with the Trust’s initial public offering of Units, the Trust shall be responsible for all fees and all expenses associated with such offering including the costs of creating and organizing the Trust, the costs of preparing the Disclosure Documents, legal expenses, taxes marketing expenses and governmental other incidental expenses, filing and listing fees incurred by of the Trust prior applicable Securities Authorities and the stock exchanges, the fees and expenses payable to the effective date Bullion Custodian, the Custodian and any of this their respective sub-custodians, and the Registrar and Transfer Agent, auditing and printing expenses, and the fees and expenses payable to the Underwriters pursuant to the Underwriting Agreement;. (b) without limiting Except as otherwise provided herein and subject to the generality of the foregoing clause (a)Management Agreement, the expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees shall be responsible for all costs and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering shares ongoing operation and administration of the Trust under including, but not limited to: the Securities Act of 1933fees and expenses payable to and incurred by the Trustee, as amendedthe Manager, any Investment Manager, the Bullion Custodian, the Custodian, any sub-custodians, the Registrar and Transfer Agent, and the Valuation Agent; transaction and handling costs for Bullion; storage fees for Bullion; custodian settlement fees; legal, audit, accounting and record-keeping fees and expenses; costs and expenses of qualifying reporting to Unitholders and conducting Unitholder meetings; printing and mailing costs; filing and listing fees payable to applicable Securities Authorities and the shares stock exchanges; other administrative expenses and costs incurred in connection with the Trust’s continuous disclosure public filing requirements and investor relations; any applicable Canadian taxes payable by the Trust or to which the Trust may be subject (including, without limitation, HST or GST and any PST payable on the importation or delivery and transportation by the Trust of physical palladium bullion to a location in Canada where such importation or delivery and transportation does not occur as a result of a redemption of Units for sale under state securities laws for Bullion); interest expenses and borrowing costs, if any; brokerage expenses and commissions; costs and expenses relating to the initial offering issuance of Units; costs and sale expenses of shares;preparing financial and other reports; any expenses associated with the implementation and ongoing operation of the Independent Review Committee; costs and expenses arising as a result of complying with all Applicable Laws; and any expenditures incurred upon the termination of the Trust. (c) The Trust will be responsible for the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of any action, suit or other proceedings in which, or in relation to which, the Trust (including an allocable portion of Trustee, the cost of its employees rendering such services to Manager, the Bullion Custodian, the Custodian, any sub-custodians, the Registrar and Transfer Agent, the Valuation Agent or the Underwriters for the Trust); (e) the fees and disbursements ’s initial public offering and/or any of custodians and depositories of the Trust's assetstheir respective officers, transfer agentsdirectors, disbursing agentsemployees, plan consultants or agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable are entitled to indemnity by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coverages.

Expenses of the Trust. NOT PAID BY THE ADVISERThe Adviser shall not bear the responsibility for or expenses associated with operational, accounting or administrative services on behalf of the Trust not expressly assumed by the Adviser hereunder or pursuant to another agreement with the Trust. The Adviser will not expenses to be required to pay any expenses which this Agreement does not expressly make payable borne by it. In particularthe Trust include, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreementlimitation: (a) charges and expenses of any and all expensesregistrar, taxes and governmental fees incurred stock, transfer or dividend disbursing agent, custodian, depository or other agent appointed by the Trust prior to for the effective date safekeeping of this Agreementits cash, portfolio securities and other property; (b) without limiting general operational, administrative and accounting costs, such as the generality costs of calculating the Trust’s net asset value, the preparation of the foregoing clause (a), the expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees and expenses incurred in connection Trust’s tax filings with the matters referred to in this clause (b)), of initially registering shares of the Trust under the Securities Act of 1933, as amended, relevant authorities and of qualifying the shares for sale under state securities laws for the initial offering compliance with any and sale of sharesall regulatory authorities; (c) the compensation charges and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser auditors and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviseroutside accountants; (d) legal, accounting, financial management, tax and auditing fees and expenses brokerage commissions for transactions in the portfolio securities of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) all taxes, including issuance and transfer taxes, and corporate fees payable by the fees and disbursements of custodians and depositories of the Trust's assetsTrust to Federal, transfer agents, disbursing agents, plan agents and registrarsstate or other U.S. or foreign governmental agencies; (f) taxes and governmental fees assessed against the Trust's assets and payable by cost of stock certificates representing shares of the Trust; (g) expenses involved in registering and maintaining registrations of the cost Trust and of its shares with the SEC and various states and other jurisdictions, if applicable; (h) all expenses of shareholders’ and Trustees’ meetings, including meetings of committees, and of preparing, setting in type, printing and mailing proxy statements, quarterly reports, semi-annual reports, annual reports and other communications to shareholders; (i) all expenses of preparing and setting in type offering documents, and expenses of printing and mailing dividends, distributions, reports, notices and proxy materials the same to shareholders (but not expenses of printing and mailing of offering documents and literature used for any promotional purposes); (j) compensation and travel expenses of Trustees who are not “interested persons” of the Adviser within the meaning of the 1940 Act; (k) the expense of furnishing, or causing to be furnished, to each shareholder statements of account; (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, day to day legal affairs of the Trust and relations with its shareholders, issuance of Trust shares, and registration and qualification of securities under Federal, state and other laws; (m) the expenses of attendance at professional meetings of organizations such as the Investment Company Institute by officers and Trustees of the Trust, and the membership or association dues of such organizations; (n) the cost and expense of maintaining the books and records of the Trust; (h) brokers' commissions and underwriting fees; (io) the expense of periodic calculations obtaining and maintaining a fidelity bond as required by Section 17(g) of the net asset value 1940 Act and the expense of the shares of the Trustobtaining and maintaining an errors and omissions policy; (p) interest payable on Trust borrowing; (q) postage; and (jr) insurance premiums on fidelityany other costs and expenses incurred by the Adviser for Trust operations and activities, errors and omissions and other coveragesincluding but not limited to the organizational costs of the Trust if initially paid by the Adviser.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject Subject to the provisions of Article II, Section 32.8, the Adviser will not Trustees shall be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by reimbursed from the Trust prior estate or the assets belonging to the effective date of this Agreement; (b) without limiting the generality of the foregoing clause (a)appropriate Series for their expenses and disbursements, the expenses of organizing the Trust (including including, without limitation, legalinterest charges, accounting and auditing taxes, brokerage fees and commissions; expenses incurred in connection with the matters referred to in this clause (b))of issue, repurchase and redemption of initially registering shares of the Trust under the Securities Act of 1933Shares; certain insurance premiums; applicable fees, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation interest charges and expenses of Trustees who are not interested persons (as used in this Agreementthird parties, such term shall have including the meaning specified in the 1940 Act) of the Adviser and of independent Trust's investment advisers, independent contractorsmanagers, consultantsadministrators, managers distributors, custodians, transfer agent and fund accountant; fees of pricing, interest, dividend, credit and other unaffiliated agents employed by reporting services; costs of membership in trade associations; telecommunications expenses; funds transmission expenses; auditing, legal and compliance expenses; costs of forming the Trust other than through and maintaining its existence; costs of preparing and printing the Adviser; (d) legalTrust's prospectuses, accountingstatements of additional information and shareholder reports and delivering them to existing Shareholders; expenses of meetings of Shareholders and proxy solicitations therefor; costs of maintaining books and accounts; costs of reproduction, financial management, tax stationery and auditing supplies; fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories Trustees; compensation of the Trust's assets, transfer agents, disbursing agents, plan agents officers and registrars; (f) taxes employees and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost costs of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of other personnel performing services for the Trust; and costs of Trustee meetings, including travel expenses; Commission registration fees and related expenses; state or foreign securities laws registration fees and related expenses and for such non-recurring items as may arise, including litigation to which the Trust (jor a Trustee acting as such) insurance premiums is a party, and for all losses and liabilities by them incurred in administering the Trust, and for the payment of such expenses, disbursements, losses and liabilities the Trustees shall have a lien on fidelitythe assets belonging to the appropriate Series, errors or in the case of an expense allocable to more than one Series, on the assets of each such Series, prior to any rights or interests of the Shareholders thereto. This section shall not preclude the Trust from directly paying any of the aforementioned fees and omissions and other coveragesexpenses.

Expenses of the Trust. NOT PAID BY THE ADVISER(a) The Manager shall be responsible for compensation and related expenses of the Manager’s employees (including the officers of the Trust who are also employees of the Manager), including, without limitation, salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans of such personnel; provided, however, that the Operating Partnership (or any other Subsidiary, as provided below) shall pay or reimburse the Manager or any Affiliate of the Manager for the costs and expenses (including any employment expenses) incurred in connection with the performance by the Manager or such Affiliate of any services performed by the Manager or such Affiliate pursuant to Section 2(d) or 2(f) hereof. (b) The Trust and the Subsidiaries shall pay all of their costs and expenses and the Operating Partnership (or any other Subsidiary, as provided below) shall reimburse the Manager or its Affiliates for expenses of the Manager and its Affiliates incurred on behalf of the Trust or any Subsidiary, excepting only those expenses that are specifically the responsibility of the Manager pursuant to Section 8(a) of this Agreement. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without Without limiting the generality of the foregoing but subject to foregoing, it is specifically agreed that the provisions following costs and expenses of Section 3, the Adviser will Trust or any Subsidiary shall be paid by the Operating Partnership (or such other Subsidiary) and shall not be required to pay under this Agreementpaid by the Manager or Affiliates of the Manager: (ai) all costs and expenses associated with the formation and capital raising activities of the Trust and the Subsidiaries, if any, including, without limitation, the costs and expenses of the preparation of the Trust’s registration statements, any and all costs and expenses of the Initial Public Offering, any subsequent offerings and any filing fees and costs of being a public company, including, without limitation, filings with the SEC, the Financial Industry Regulatory Authority and the NYSE (or any other exchange or over-the-counter market), among other such entities; (ii) all costs and expenses in connection with the acquisition, origination, disposition, development, modification, protection, maintenance, financing, refinancing, hedging, administration and ownership of the Trust’s or any Subsidiary’s investment assets (including costs and expenses incurred for transactions that are not subsequently completed), including, without limitation, costs and expenses incurred in contracting with third parties, including Affiliates of the Manager, to provide such services, such as legal fees, accounting fees, consulting fees, loan servicing fees, trustee fees, appraisal fees, insurance premiums, commitment fees, brokerage fees, guaranty fees, ad valorem taxes, costs of diligence, foreclosure, maintenance, repair and improvement of property and premiums for insurance on property owned or leased by the Trust or any Subsidiary; (iii) all legal, audit, accounting, consulting, underwriting, brokerage, listing, filing, custodian, transfer agent, rating agency, registration and other fees and charges, printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and stock exchange listing of the Trust’s or any Subsidiary’s equity securities or debt securities; (iv) all costs and expenses in connection with legal, accounting, due diligence (including due diligence costs for assets that are not subsequently acquired), asset management, securitization, property management, brokerage, leasing and other services that outside professionals or outside consultants perform or otherwise would perform on the Trust’s behalf and that are performed by the Manager or an Affiliate thereof, as provided in Section 2(d) or 2(f), it being understood that the Manager and its Affiliates shall allocate a portion of their personnel’s time to provide certain legal, tax and investor relations services for the direct benefit of the Trust and for which the Manager shall be reimbursed $165,000 per fiscal quarter, such amount to be reviewed annually and not preclude reimbursement for any other services performed by the Manager or an Affiliate as contemplated by this Section 8(b)(iv); (v) all expenses relating to communications to holders of equity securities or debt securities issued by the Trust or any Subsidiary and the other third party services utilized in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies (including, without limitation, the SEC), including any costs of computer services in connection with this function, the cost of printing and mailing certificates for such securities and proxy solicitation materials and reports to holders of the Trust’s or any Subsidiary’s securities and the cost of any reports to third parties required under any indenture to which the Trust or any Subsidiary is a party; (vi) all costs and expenses of money borrowed by the Trust or any Subsidiary, including, without limitation, principal, interest and the costs associated with the establishment and maintenance of any credit facilities, warehouse loans, repurchase agreements and other indebtedness of the Trust or any Subsidiary (including commitment fees, accounting fees, legal fees, closing and other costs and expenses, ); (vii) all taxes and governmental license fees applicable to the Trust or any Subsidiary, including interest and penalties thereon; (viii) all fees paid to and expenses of third-party advisors and independent contractors, consultants, managers and other agents (including real estate underwriters, brokers and special servicers) engaged by the Trust or any Subsidiary or by the Manager for the account of the Trust or any Subsidiary; (ix) all insurance costs incurred by the Trust prior or any Subsidiary, including, without limitation, any costs to obtain liability or other insurance to indemnify the effective date Manager and underwriters of this Agreementany securities of the Trust; (bx) without limiting all costs and expenses relating to the generality acquisition of, and maintenance and upgrades to, the portfolio accounting systems of the foregoing clause Trust or any Subsidiary; (axi) all compensation and fees paid to trustees or directors of the Trust or any Subsidiary (excluding those trustees or directors who are also officers or employees of the Manager), all expenses of trustees or directors of the Trust or any Subsidiary (including those trustees or directors who are also employees of the Manager), the expenses cost of organizing trustees and officers liability insurance and premiums for errors and omissions insurance, and any other insurance deemed necessary or advisable by the Board of Trustees for the benefit of the Trust and its trustees and officers (including without limitation, those trustees who are also employees of the Manager); (xii) all third-party legal, accounting and auditing fees and expenses and other similar services relating to the Trust’s or any Subsidiary’s operations (including, without limitation, all quarterly and annual audit or tax fees and expenses); (xiii) all third-party legal, expert and other fees and expenses relating to any actions, proceedings, lawsuits, demands, causes of action and claims, whether actual or threatened, made by or against the Trust or any Subsidiary, or which the Trust or any Subsidiary is authorized or obligated to pay under applicable law or its Governing Instruments or by the Board of Trustees; (xiv) subject to Section 9 below, any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Trust or any Subsidiary, or against any trustee, director or officer of the Trust or any Subsidiary in his capacity as such for which the Trust or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings; (xv) all travel and related expenses of trustees, directors, officers and employees of the Trust or any Subsidiary and the Manager, incurred in connection with attending meetings of the Board of Trustees or holders of securities of the Trust or any Subsidiary or performing other business activities that relate to the Trust or any Subsidiary, including, without limitations, travel and expenses incurred in connection with the matters referred to in this clause (b))purchase, consideration for purchase, financing, refinancing, sale or other disposition of initially registering shares any investment or potential investment of the Trust under or any Subsidiary; provided, however, that the Securities Act of 1933Operating Partnership (or any other Subsidiary, as amendedprovided below) shall only be responsible for a proportionate share of such expenses, as determined by the Manager in good faith, where such expenses were not incurred solely for the benefit of the Trust or any Subsidiary; (xvi) all expenses of organizing, modifying or dissolving the Trust or any Subsidiary and costs preparatory to entering into a business or activity, or of winding up or disposing of a business activity of the Trust or any Subsidiary, if any; (xvii) all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board of Trustees to or on account of holders of the securities of the Trust or any Subsidiary, including, without limitation, in connection with any dividend reinvestment plan; (xviii) all costs and expenses related to the design and maintenance of the Trust’s website or sites and associated with any computer software, hardware, electronic equipment or purchased information technology services from third party vendors that is used primarily for the Trust or any Subsidiary; (xix) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses; provided, however, that the Operating Partnership (or any other Subsidiary, as provided below) shall only be responsible for a proportionate share of qualifying such expenses, as determined by the shares for sale under state securities laws Manager in good faith, where such expenses were not incurred solely for the initial offering benefit of the Trust or any Subsidiary; (xx) the costs and sale expenses incurred with respect to administering the Trust’s incentive plans; (xxi) the costs and expenses of sharesmaintaining compliance with all U.S. federal, state, local and applicable regulatory body rules and regulations; provided, however, that the Operating Partnership (or any other Subsidiary, as provided below) shall only be responsible for a proportionate share of such costs and expenses, as determined by the Manager in good faith, where such costs and expenses were not incurred solely for the benefit of the Trust or any Subsidiary; (xxii) expenses relating to any office or office facilities, including disaster backup recovery sites and facilities, maintained for the Trust or any Subsidiary separate from the offices of the Manager; (xxiii) all other expenses of the Trust or any Subsidiary relating to the business and investment operations of the Trust and the Subsidiaries, including, without limitation, the costs and expenses of acquiring, originating, owning, protecting, maintaining, financing, refinancing, developing, modifying and disposing of investments that are not the responsibility of the Manager under Section 9(a) of this Agreement; and (xxiv) all other expenses actually incurred by the Manager or its Affiliates or their respective managers, officers, trustees, directors, employees, members, representatives or agents, or any Affiliates thereof, that are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. In addition, the Operating Partnership (or any other Subsidiary, as provided below) will be required to pay the Trust’s and the Subsidiaries’ pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its Affiliates required for the Trust’s and the Subsidiaries’ operations. These expenses will be allocated between the Manager, on the one hand, and the Operating Partnership (or such other Subsidiary), on the other hand, based on the ratio of the Trust’s and the Subsidiaries’ proportion of gross assets compared to all remaining gross assets managed or owned by the Manager and/or its Affiliates as calculated at each fiscal quarter end. The Manager, the Trust and the Operating Partnership will modify this allocation methodology, subject to the Board of Trustees’ approval, if the allocation becomes inequitable. Notwithstanding the foregoing or any other provision contained in this Agreement, in the event that any of the services provided hereunder by the Manager are rendered to or for the benefit of any Subsidiary other than the Operating Partnership, then, in the sole discretion of the Operating Partnership, a portion of the expense reimbursements to the Manager and/or its Affiliates hereunder, as determined by the Operating Partnership, shall be payable by such Subsidiary. (c) the compensation Costs and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have incurred by the meaning specified in the 1940 Act) Manager or an Affiliate thereof on behalf of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by Trust or any Subsidiary shall be reimbursed quarterly to the Trust other than through Manager. The Manager shall prepare a written statement in reasonable detail documenting the Adviser; (d) legal, accounting, financial management, tax and auditing fees costs and expenses of the Trust (including an allocable portion and the Subsidiaries and those incurred by the Manager on behalf of the cost of its employees rendering Trust or any Subsidiary during each fiscal quarter, and shall deliver such services written statement to the Trust);Trust within 30 days after the end of each fiscal quarter. The Operating Partnership (or any other Subsidiary, as provided in the immediately preceding paragraph) shall pay all amounts payable to the Manager pursuant to this Section 8 within five (5) Business Days after the date of delivery of such written statement without demand, deduction, offset or delay. Cost and expense reimbursement to the Manager shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Trust and the Subsidiaries. The provisions of this Section 8 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection with such expiration or termination. (ed) Notwithstanding the fees and disbursements foregoing, the Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coveragesreimbursement for similar expenses in future periods.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not Trust assumes and shall pay or cause to be required to pay any paid all expenses which this Agreement does of the Trust not expressly make payable assumed by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay Advisor under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust prior to the effective date of this Agreement; (b) without limiting the generality of the foregoing clause (a), the expenses of organizing the Trust (including without limitation: any payments pursuant to any plan of distribution adopted by the Trust; the fees, legalcharges and expenses of any registrar, custodian, accounting agent, administrator, stock transfer and auditing dividend disbursing agent; brokerage commissions; taxes; registration costs of the Trust and its shares under federal and state securities laws; the costs and expenses of preparing, printing, including typesetting, and distributing prospectuses and statements of additional information of the Trust and the Funds and supplements thereto to the Trust’s shareholders; all expenses of shareholders’ and Trustees’ meetings and of preparing, printing and mailing proxy statements and reports to shareholders; fees and travel expenses of Trustees and members of any advisory board or committee who are not also officers, directors or employees of the Advisor or who are not officers or employees of any company affiliated with the Advisor; all expenses incident to any dividend, withdrawal or redemption options; charges and expenses of any outside service used for pricing of the Funds’ shares; fees and expenses incurred in connection with the matters referred of legal counsel to in this clause (b)), of initially registering shares of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing its Trustees; fees and expenses of the Trust (including an allocable portion Trust’s independent accountants; membership dues of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and industry associations; interest payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Truston borrowings; and (j) postage; insurance premiums on fidelityproperty or personnel (including officers and Trustees) of the Trust which inure to its benefit; and extraordinary expenses (including but not limited to, errors legal claims and omissions liabilities and other coverageslitigation costs and any indemnification related thereto).

Expenses of the Trust. NOT PAID BY THE ADVISER(a) The Trust shall pay all of its expenses. The Adviser will Without limiting the foregoing, it is specifically agreed that the following expenses of the Trust shall be paid by the Trust and shall not be required to pay any expenses which this Agreement does not expressly make payable paid by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this AgreementAdvisor: (ai) any and all expenses, taxes and governmental fees incurred The cost of money borrowed by the Trust prior to the effective date of this AgreementTrust; (bii) without limiting taxes on income and taxes and assessments on real property and all other taxes applicable to the generality Trust; (iii) fees and expenses paid to independent contractors, mortgage servicers, consultants, managers and other agents employed by or on behalf of the foregoing clause Trust; (aiv) expenses directly connected with the acquisition, ownership, and disposition of investments, or other property and with the purchase of Mortgages (including the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair and improvement of property); (v) expenses of maintaining and managing real estate equity interests, processing and servicing mortgage and other loans and managing the Trust's other investments; (vi) insurance coverage in connection with the business of the Trust (including, to the extent permitted under the Declaration of Trust, officers' and Trustees' liability insurance); (vii) the expenses of organizing revising, amending, converting, modifying or terminating the Trust or revising, amending or modifying its organizational documents; (viii) expenses connected with payments of Dividends or interests or distributions in cash or any other form made or caused to be made by the Trustees to Shareholders; (ix) all expenses connected with communications to Shareholders and other bookkeeping and clerical work necessary in maintaining relations with the Shareholders, including without limitationthe cost of printing and mailing share certificates, proxy solicitation materials and reports to Shareholders; (x) the cost of any accounting, statistical or bookkeeping equipment necessary for the maintenance of the books and records of the Trust; (xi) transfer agent's and registrar's fees and charges; and (xii) other legal, accounting and auditing fees and expenses as well as any costs incurred in connection with any other litigation in which the Trust is involved and in the examination, investigation or other proceedings conducted by any regulatory agency with respect to the Trust. (b) The Trust shall reimburse the Advisor and its Affiliates for: (i) the actual costs to the Advisor or its Affiliates of goods, materials and services used for and by the Trust obtained from unaffiliated parties; (ii) administrative services necessary to the operation of the Trust; (iii) the cost of certain personnel employed by the Trust and directly involved in the organization and business of the Trust including persons who may be employees or officers of the Advisor and its Affiliates; and (iv) legal, accounting, transfer agent, data processing, duplicating and investor communications services performed by employees or officers of the Advisor and its Affiliates which could be performed directly for the Trust by independent parties. The amounts charged to the Trust for services performed pursuant to clause (ii) above will not exceed the lesser of: (a) the actual cost of such services; or (b) the amount which the Trust would be required to pay to independent parties for comparable services. No reimbursement will be allowed to the Advisor or its Affiliates for services performed pursuant to clause (ii) above unless the Advisor or its Affiliates have the appropriate experience and expertise to perform such services. (c) The Trust will reimburse the Advisor for any travel expenses incurred in connection with the matters referred to services provided hereunder and for advertising expenses incurred by it in this clause (b)), seeking any investments or seeking the disposition of initially registering shares of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable any investments held by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coverages.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser It is understood that the Trust will not be required to pay any all its --------------------- expenses other than those expressly assumed by the Manager herein, which this Agreement does not expressly make expenses payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust prior shall include: A. Fees for the services of the Money Managers; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, dividend disbursing agent, and shareholder recordkeeping services; D. Expenses of custodial services including recordkeeping services provided by the Custodian; E. Expenses of obtaining quotations for calculating the value of the Trust's net assets; F. Expenses of obtaining Portfolio Activity Reports and Analyses of International Management reports for each portfolio of each Sub-Trust; G. Expenses of maintaining each Sub-Trust's tax records; H. Salaries and other compensation of any of the Trust's executive officers and employees, if any, who are not officers, directors, stockholders, or employees of the Manager; I. Taxes levied against the Trust; J. Brokerage fees and commissions in connection with the purchase and sale of portfolio securities for the Trust; K. Costs, including the interest expense, of borrowing money; L. Costs and/or fees incident to meetings of the Trust, the preparation and mailings of prospectuses and reports of the Trust to its Shareholders, the filing of reports with regulatory bodies, the maintenance of the Trust's existence, and the registration of shares with federal and state securities authorities; M. Legal fees, including the legal fees related to the effective date registration and continued qualification of this Agreementthe Trust shares for sale; (b) without limiting the generality N. Costs of printing stock certificates representing shares of the foregoing clause (a), the expenses of organizing the Trust (including without limitation, legal, accounting and auditing Trust; O. Trustees' fees and expenses to trustees who are not officers, employees, or stockholders of the Manager or any of its affiliates; P. The Trust's pro rata portion of the fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums; Q. Association membership dues; and R. Extraordinary expenses as may arise including expenses incurred in connection with litigation, proceedings, other claims, and the matters referred to in this clause (b)), of initially registering shares legal obligations of the Trust under the Securities Act of 1933to indemnify its Trustees, as amendedofficers, employees, shareholders, distributors, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coverageswith respect thereto.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any In connection with the Trust’s initial public offering of Units, the Trust shall be responsible for all fees and all expenses associated with such offering including the costs of creating and organizing the Trust, the costs of preparing the Disclosure Documents, marketing expenses and other incidental expenses, taxes filing and governmental listing fees incurred of the applicable Securities Authorities and stock exchanges, fees and expenses payable to the Bullion Custodian, the Custodian and any of their respective sub-custodians, and the Registrar and Transfer Agent, auditing and printing expenses, and the selling commissions of the Underwriters as disclosed in the Disclosure Documents. Legal expenses associated with Trust’s initial public offering of Units will be paid by the Trust prior to the effective date of this Agreement;Manager. (b) without limiting Except as otherwise provided herein and subject to the generality of the foregoing clause (a)Management Agreement, the expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees shall be responsible for all costs and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering shares ongoing operation and administration of the Trust under including, but not limited to: the Securities Act Management Fee and any expenses incurred by the Manager on behalf of 1933the Trust; the fees and expenses payable to and incurred by the Trustee, as amendedthe Valuation Agent and the Custodian for assets other than Bullion, the Bullion Custodian and any sub-custodians, an Investment Manager, if any, and the Registrar and Transfer Agent; transaction and handling costs for Bullion; custodian settlement fees; legal, audit, accounting and record-keeping fees and expenses; costs and expenses of qualifying reporting to Unitholders and conducting Unitholder meetings; printing and mailing costs; filing and listing fees payable to applicable Securities Authorities and stock exchanges; other administrative expenses and costs incurred in connection with the shares Trust’s continuous disclosure public filing requirements and investor relations; any applicable Canadian taxes payable by the Trust or to which the Trust may be subject (including, without limitation, HST, GST, and any PST payable on the importation, delivery, and transportation by the Trust of physical palladium bullion to a location in Canada and any PST applicable to physical platinum bullion being brought into any province which imposes PST on such bullion where such importation, delivery and transportation does not occur as a result of a redemption of Units for sale under state securities laws for Bullion); interest expenses and borrowing costs, if any; brokerage expenses and commissions; costs and expenses relating to the initial offering issuance of Units; costs and sale expenses of shares;preparing financial and other reports; any expenses associated with the implementation and ongoing operation of the Independent Review Committee; costs and expenses arising as a result of complying with all Applicable Laws; and any expenditures incurred upon the termination of the Trust. (c) The Trust will be responsible for the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of any action, suit or other proceedings in which, or in relation to which, the Trust (including an allocable portion of Trustee, the cost of its employees rendering such services to Manager, the Bullion Custodian, the Custodian, any sub-custodians, the Registrar and Transfer Agent, the Valuation Agent or the Underwriters for the Trust); (e) the fees ’s initial public offering and disbursements any of custodians and depositories of the Trust's assetstheir respective officers, transfer agentsdirectors, disbursing agentsemployees, plan consultants or agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable are entitled to indemnity by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coverages.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser It is understood that the Trust will not be required to pay any all its expenses other than those expressly assumed by the Manager herein, which this Agreement does not expressly make expenses payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this AgreementTrust shall include: (a) any and Expenses of all expenses, taxes and governmental fees incurred audits by the Trust prior to the effective date of this Agreementindependent public accountants; (b) without limiting the generality Expenses of the foregoing clause (a)transfer agent, the expenses of organizing the Trust (including without limitationregistrar, legal, accounting and auditing fees and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering shares of the Trust under the Securities Act of 1933, as amendeddividend disbursing agent, and of qualifying the shares for sale under state securities laws for the initial offering and sale of sharesshareholder recordkeeping services; (c) the compensation and expenses Expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed custodial services including recordkeeping services provided by the Trust other than through the AdviserCustodian; (d) legal, accounting, financial management, tax and auditing fees and expenses Expenses of obtaining quotations for calculating the value of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust)’s net assets; (e) the fees and disbursements Expenses of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrarsmaintaining each Fund’s tax records; (f) taxes Salaries and governmental fees assessed against other compensation of any of the Trust's assets ’s executive officers and payable by employees, if any, who are not officers, directors, stockholders, or employees of the TrustManager; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of Taxes levied against the Trust; (h) brokers' Brokerage fees and commissions in connection with the purchase and underwriting feessale of portfolio securities for the Trust; (i) Costs, including the expense interest expense, of periodic calculations borrowing money; (j) Costs and/or fees incident to meetings of the net asset value Trust, the preparation and mailings of prospectuses and reports of the Trust to its shareholders, the filing of reports with regulatory bodies, the maintenance of the Trust’s existence, and the registration of shares with federal and state securities authorities; (k) Legal fees, including the legal fees related to the registration and continued qualification of the Trust shares for sale; (l) Costs of printing stock certificates representing shares of the Trust; (m) Trustees’ fees and expenses to trustees who are not officers, employees, or stockholders of the Manager or any of its affiliates; (n) The Trust’s pro rata portion of the fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums; (o) Association membership dues; and (jp) insurance premiums on fidelityExtraordinary expenses as may arise including expenses incurred in connection with litigation, errors proceedings, other claims, and omissions the legal obligations of the Trust to indemnify its Trustees, officers, employees, shareholders, distributors, and other coveragesagents with respect thereto.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser It is understood that the Trust will not be required to pay any all of its expenses other than those expressly assumed by the Manager herein, which this Agreement does not expressly make expenses payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust prior to shall include: expenses of all audits by independent public accountants; expenses of each transfer agent, registrar, dividend disbursing agent, shareholder recordkeeping agent and custodian (including recordkeeping services provided by each custodian); expenses of obtaining quotations for calculating the effective date value of this Agreement; (b) without limiting the generality each Portfolio's net assets; salaries and other compensation of any of the foregoing clause (a)Trust's officers and employees, who are not officers, directors or employees of the expenses Manager or its affiliates; taxes and the preparation of organizing the Trust (including without limitation, legal, accounting and auditing Fund's tax returns; brokerage fees and expenses incurred commissions in connection with the matters referred to in this clause (b))purchase and sale of portfolio securities for each Portfolio; costs, including the interest expense, of initially registering borrowing money; costs and/or fees incident to meetings of the Trust's shareholders, Board of Trustees and any committees thereof, the preparation and mailing of prospectuses and reports of the Trust to its shareholders, the filing of reports with regulatory bodies, the maintenance of the Trust's existence as a Massachusetts business trust, and the registration of Trust shares with federal and other securities authorities as required; legal fees, including the legal fees related to the registration and continued qualification of the Trust's shares for sale and fees of separate counsel; for the Trust's independent Trustees, costs of printing any stock certificates representing shares of the Trust under the Securities Act of 1933Trust, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation trustees' fees and expenses of Trustees who are not interested persons (as used in this Agreementdirectors, such term shall have officers or employees of the meaning specified in Manager or any of its affiliates; costs of the 1940 Actfidelity bond required by Section 17(g) of the Adviser 1940 Act and of independent advisers, independent contractors, consultants, managers any other insurance premiums; and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and any extraordinary expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coveragesa non-recurring nature.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required Subject to pay any expenses which this Agreement does not expressly make payable by it. In particularArticle IV, and without limiting the generality of the foregoing but subject to the provisions of Section 35, the Adviser will not be required Trustees shall have the power and authority to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust prior to the effective date of this Agreement; (b) without limiting the generality of the foregoing clause (a), the expenses of organizing cause the Trust (including without limitationor to act on behalf of the Trust) to directly or indirectly through contractual arrangements, legalor to reimburse the Trustees from the Trust Property, accounting for their expenses and auditing disbursements, including, but not limited to, interest charges, taxes, brokerage fees and commissions; expenses incurred of pricing Trust portfolio securities; expenses of sale, addition and reduction of Shares; insurance premiums; applicable fees, interest charges and expenses of third parties, including the Trust’s investment advisers, managers, administrators, distributors, custodians, transfer agents, shareholder servicing agents and fund accountants; fees of pricing, interest, dividend, credit and other reporting services; costs of membership in connection with trade associations; telecommunications expenses; funds transmission expenses; auditing, legal and compliance expenses; costs of forming the matters referred to in this clause (b))Trust and maintaining their existence; costs of preparing and printing the prospectuses, statements of initially registering shares additional information and Shareholder reports of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and delivering them to Shareholders; expenses of Trustees who are not interested persons (as used in this Agreementmeetings of Shareholders and proxy solicitations therefor; costs of maintaining books and accounts; costs of reproduction, such term shall have the meaning specified in the 1940 Act) of the Adviser stationery and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing supplies; fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories Trustees; compensation of the Trust's assets, transfer agents, disbursing agents, plan agents ’s officers and registrars; (f) taxes employees and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost costs of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of other personnel performing services for the Trust; and 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 Trust (jor a Trustee or officer of the Trust acting as such) insurance premiums on fidelityis a party, errors and omissions for all losses and other coveragesliabilities by them incurred in administering the Trust. This Article shall not preclude the Trust from directly paying any of the aforementioned fees and expenses.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any In connection with the Trust’s initial public offering of Units, the Trust will be responsible for paying the filing and all listing fees of the applicable Securities Authorities and stock exchanges, the fees and expenses payable to the Registrar and Transfer Agent, and the selling commissions of the Underwriters. All other costs and expenses for the Trust’s initial public offering, including the costs of creating and organizing the Trust, the costs of printing and preparing the Disclosure Documents, legal expenses, taxes marketing and governmental fees advertising expenses, other reasonable out-of-pocket expenses incurred by the Trust prior to Underwriters, and other incidental expenses will be paid by the effective date of this Agreement;Manager. (b) without limiting Except as otherwise provided herein and subject to the generality of the foregoing clause (a)Management Agreement, the expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees shall be responsible for all costs and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering shares on-going operation and administration of the Trust under including, but not limited to: the Securities Act of 1933fees and expenses payable to and incurred by the Trustee, as amendedthe Manager, any Investment Manager, the Gold Custodian, the Custodian, the Registrar and Transfer Agent, and of qualifying the shares for sale under state securities laws Valuation Agent; transaction and handling costs for the initial offering Gold Bullion; storage fees for the Gold Bullion; custodian settlement fees; counterparty fees; legal, audit, accounting, bookkeeping and sale record-keeping fees and expenses; costs and expenses of shares;reporting to Unitholders and conducting Unitholder meetings; printing and mailing costs; filing and listing fees payable to applicable Securities Authorities and stock exchanges; other administrative expenses and costs incurred in connection with the Trust’s continuous disclosure public filing requirements and investor relations; any applicable Canadian taxes payable by the Trust or to which the Trust may be subject including federal and provincial income taxes, goods and services tax, and withholding taxes; interest expenses and borrowing costs, if any; brokerage expenses and commissions; costs and expenses relating to the issuance of Units; costs and expenses of preparing financial and other reports; any expenses associated with the implementation and on-going operation of the Independent Review Committee; costs and expenses arising as a result of complying with all Applicable Laws; and any expenditures incurred upon the termination of the Trust. (c) The Trust will be responsible for the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of any action, suit or other proceedings in which, or in relation to which, the Trust (including an allocable portion Trustee, the Manager, the Gold Custodian, the Custodian, the Registrar and Transfer Agent, the Valuation Agent or the Underwriters and/or any of the cost of its employees rendering such services their respective officers, directors, employees, consultants or agents is entitled to the Trust); (e) the fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable indemnity by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coverages.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser It is understood that the Trust will not pay all its expenses other than those expressly stated to be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any and all expenseshereunder, taxes and governmental fees incurred which expenses payable by the Trust prior to the effective date of this Agreementshall include, without limitation: A. fees payable for administrative services; (b) without limiting B. fees payable for compliance services; C. fees payable for accounting services; D. the generality cost of obtaining quotations for calculating the value of the foregoing clause (a)assets of each Fund; E. interest and taxes; F. brokerage commissions, the expenses of organizing the Trust (including without limitation, legal, accounting dealer spreads and auditing fees and expenses incurred other costs in connection with the matters referred to in this clause (b)), of initially registering shares of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and purchase or sale of sharessecurities; (c) the G. compensation and expenses of its Trustees other than those who are not "interested persons (as used in this Agreement, such term shall have persons" of the Trust within the meaning specified in of the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax H. legal and auditing audit expenses; I. fees and expenses related to the registration and qualification of the Trust (including an allocable portion of the cost of and its employees rendering such services to the Trust)shares for distribution under state and federal securities laws; (e) the fees and disbursements J. expenses of custodians and depositories of the Trust's assetstypesetting, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing printing and mailing dividends, distributions, reports, notices and proxy materials material to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares K. all other expenses incidental to holding meetings of the Trust; and's shareholders, including proxy solicitations therefor; (j) insurance L. premiums on fidelity, errors and omissions for fidelity bond and other coveragesinsurance coverage; M. the Trust's association membership dues; N. expenses of typesetting for printing Prospectuses; O. expenses of printing and distributing Prospectuses to existing shareholders; P. out-of-pocket expenses incurred in connection with the provision of custodial and transfer agency service; Q. service fees payable by any Fund for providing personal services to the shareholders of the Fund and for maintaining and servicing shareholder accounts for those shareholders; R. distribution fees; and S. such non-recurring expenses as may arise, including costs arising from threatened legal actions, suits and proceedings to which the Trust is a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto.

Expenses of the Trust. NOT PAID BY THE ADVISERIt is understood that the Trust will pay all its --------------------- expenses other than those expressly stated to be payable by the Adviser hereunder. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust prior to the effective date of this Agreement; (b) without limiting the generality of the foregoing clause (a)shall include, the expenses of organizing the Trust (including without limitation, legal, accounting ; (i) interest and auditing fees taxes; (ii) brokerage commissions and expenses incurred other costs in connection with the matters referred to in this clause (b)), of initially registering shares of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and purchase or sale of shares; securities and other investment instruments; (ciii) the compensation fees and expenses of Trustees who are not interested persons associated with pricing and bookkeeping; (as used in this Agreement, such term shall have the meaning specified in the 1940 Activ) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of its Trustees other than those who are "interested persons" of the Trust or the Adviser; (including an allocable portion v) legal and audit expenses; (vi) custodian, registrar and transfer agent fees and expenses; (vii) fees and expenses related to the registration and qualification of the cost Trust and the Fund's shares for distribution under state and federal securities laws; (viii) expenses of its employees rendering such services printing and mailing reports and notices and proxy material to shareholders of the Trust); Funds; (eix) the fees and disbursements of custodians and depositories all other expenses incidental to holding meetings of the Trust's assetsshareholders, transfer agentsincluding proxy solicitations therefor; (x) insurance premiums for fidelity and other coverage; (xi) its proportionate share of association membership dues; (xii) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xiii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders: and (ix) such non- recurring or extraordinary expenses as may arise, disbursing agentsincluding those relating to actions, plan agents suits or proceedings to which the Trust is a party and registrars; (f) taxes and governmental fees assessed against the legal obligation which the Trust may have to indemnify the Trust's assets Trustees and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coveragesofficers with respect thereto.

Expenses of the Trust. NOT PAID BY THE ADVISERThe Adviser shall not bear the responsibility for or expenses associated with operational, accounting or administrative services on behalf of the Trust not expressly assumed by the Adviser hereunder or pursuant to another agreement with the Trust. The Adviser will not expenses to be required to pay any expenses which this Agreement does not expressly make payable borne by it. In particularthe Trust include, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreementlimitation: (a) charges and expenses of any and all expensesregistrar, taxes and governmental fees incurred stock, transfer or dividend disbursing agent, custodian, depository or other agent appointed by the Trust prior to for the effective date safekeeping of this Agreementits cash, portfolio securities and other property; (b) without limiting general operational, administrative and accounting costs, such as costs of calculating the generality Trust’s net asset value, the preparation of the foregoing clause (a), the expenses of organizing the Trust (including without limitation, legal, accounting and auditing fees and expenses incurred in connection Trust’s tax filings with the matters referred to in this clause (b)), of initially registering shares of the Trust under the Securities Act of 1933, as amended, relevant authorities and of qualifying the shares for sale under state securities laws for the initial offering compliance with any and sale of sharesall regulatory authorities; (c) the compensation charges and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser auditors and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviseroutside accountants; (d) legal, accounting, financial management, tax and auditing fees and expenses brokerage commissions for transactions in the portfolio securities of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) all taxes, including issuance and transfer taxes, and corporate fees payable by the fees and disbursements of custodians and depositories of the Trust's assetsTrust to Federal, transfer agents, disbursing agents, plan agents and registrarsstate or other U.S. or foreign governmental agencies; (f) taxes and governmental fees assessed against the Trust's assets and payable by cost of stock certificates representing shares of the Trust; (g) expenses involved in registering and maintaining registrations of the cost Trust and of its shares with the Securities and Exchange Commission and various states and other jurisdictions, if applicable; (h) all expenses of shareholders' and Trustees' meetings, including meetings of committees, and of preparing, setting in type, printing and mailing proxy statements, quarterly reports, semi-annual reports, annual reports and other communications to shareholders; (i) all expenses of preparing and setting in type offering documents, and expenses of printing and mailing dividends, distributions, reports, notices and proxy materials the same to shareholders (but not expenses of printing and mailing of offering documents and literature used for any promotional purposes); (j) compensation and travel expenses of Trustees who are not "interested persons" of the Adviser within the meaning of the 1940 Act; (k) the expense of furnishing, or causing to be furnished, to each shareholder statements of account; (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, day to day legal affairs of the Trust and relations with its shareholders, issuance of Trust shares, and registration and qualification of securities under Federal, state and other laws; (m) the expenses of attendance at professional meetings of organizations such as the Investment Company Institute by officers and Trustees of the Trust, and the membership or association dues of such organizations; (n) the cost and expense of maintaining the books and records of the Trust; (h) brokers' commissions and underwriting fees; (io) the expense of periodic calculations obtaining and maintaining a fidelity bond as required by Section 17(g) of the net asset value 1940 Act and the expense of the shares of the Trustobtaining and maintaining an errors and omissions policy; (p) interest payable on Trust borrowing; (q) postage; and (jr) insurance premiums on fidelityany other costs and expenses incurred by the Adviser for Trust operations and activities, errors and omissions and other coveragesincluding but not limited to the organizational costs of the Trust if initially paid by the Adviser.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject Subject to the provisions of Article II, Section 32.08 hereof, the Adviser will not Trustees shall be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by reimbursed from the Trust prior estate or the assets belonging to the effective date of this Agreement; (b) without limiting the generality of the foregoing clause (a)appropriate Series for their expenses and disbursements, the expenses of organizing the Trust (including including, without limitation, legalinterest charges, accounting and auditing taxes, brokerage fees and commissions; expenses incurred in connection with the matters referred to in this clause (b))of issue, of initially registering shares of the Trust under the Securities Act of 1933, as amended, repurchase and of qualifying the shares for sale under state securities laws for the initial offering and sale redemption of shares; (c) the compensation ; certain insurance premiums; applicable fees, interest charges and expenses of Trustees who are not interested persons (as used in this Agreementthird parties, such term shall have including the meaning specified in the 1940 Act) of the Adviser and of independent Trust's investment advisers, independent contractorsmanagers, consultantsadministrators, managers distributors, custodian, transfer agent and fund accountant; fees of pricing, interest, dividend, credit and other unaffiliated agents employed by reporting services; costs of membership in trade associations; telecommunications expenses; funds transmission expenses; auditing, legal and compliance expenses; costs of forming the Trust other than through and maintaining corporate existence; costs of preparing and printing the Adviser; (d) legalTrust's prospectuses, accountingstatements of additional information and shareholder reports and delivering them to existing shareholders; expenses of meetings of shareholders and proxy solicitations therefore; costs of maintaining books and accounts; costs of reproduction, financial management, tax stationery and auditing supplies; fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust); (e) the fees and disbursements of custodians and depositories 's trustees; compensation of the Trust's assets, transfer agents, disbursing agents, plan agents officers and registrars; (f) taxes employees and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost costs of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of other personnel performing services for the Trust; and costs of Trustee meetings; Securities and Exchange Commission registration fees and related expenses; state or foreign securities laws registration fees and related expenses and for such non-recurring items as may arise, including litigation to which the Trust (jor a Trustee acting as such) insurance premiums is a party, and for all losses and liabilities by them incurred in administering the Trust, and for the payment of such expenses, disbursements, losses and liabilities the Trustees shall have a lien on fidelitythe assets belonging to the appropriate Series, errors or in the case of an expense allocable to more than one Series, on the assets of each such Series, prior to any rights or interests of the Shareholders thereto. This section shall not preclude the Trust from directly paying any of the aforementioned fees and omissions and other coveragesexpenses.

Expenses of the Trust. NOT PAID BY THE ADVISER. The Adviser will not be required Subject to pay any expenses which this Agreement does not expressly make payable by it. In particularArticle IV, and without limiting the generality of the foregoing but subject to the provisions of Section 35, the Adviser will not be required Trustees shall have the power and authority to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust prior to the effective date of this Agreement; (b) without limiting the generality of the foregoing clause (a), the expenses of organizing cause the Trust (including without limitationor to act on behalf of the Trust) to directly or indirectly through contractual arrangements, legalor to reimburse the Trustees from the Trust Property, accounting for their expenses and auditing disbursements, including, but not limited to, interest charges, taxes, brokerage fees and commissions; expenses incurred of pricing Trust portfolio securities; expenses of sale, addition and reduction of Shares; insurance premiums; applicable fees, interest charges and expenses of third parties, including the Trust s investment advisers, managers, administrators, distributors, custodians, transfer agents, shareholder servicing agents and fund accountants; fees of pricing, interest, dividend, credit and other reporting services; costs of membership in connection with trade associations; telecommunications expenses; funds transmission expenses; auditing, legal and compliance expenses; costs of forming the matters referred to in this clause (b))Trust and maintaining their existence; costs of preparing and printing the prospectuses, statements of initially registering shares additional information and Shareholder reports of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and delivering them to Shareholders; expenses of Trustees who are not interested persons (as used in this Agreementmeetings of Shareholders and proxy solicitations therefor; costs of maintaining books and accounts; costs of reproduction, such term shall have the meaning specified in the 1940 Act) of the Adviser stationery and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Trust other than through the Adviser; (d) legal, accounting, financial management, tax and auditing supplies; fees and expenses of the Trustees; compensation of the Trust s officers and employees and costs of other personnel performing services for the Trust; 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 Trust (including an allocable portion or a Trustee or officer of the cost of its employees rendering such services Trust acting as such) is a party, and for all losses and liabilities by them incurred in administering the Trust. The Trustees shall have a lien on the assets belonging to the Trust); (e) , prior to any rights or interests of the Shareholders thereto, for the reimbursement to them of such expenses, disbursements, losses and liabilities authorized to be paid or reimbursed pursuant to this Section. This Article shall not preclude the Trust from directly paying any of the aforementioned fees and disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Trust's assets and payable by the Trust; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Trust; and (j) insurance premiums on fidelity, errors and omissions and other coveragesexpenses.